Trustee services agreement
Updated August 19, 2022
PLEASE READ THIS TRUSTEE SERVICES AGREEMENT CAREFULLY. By using the trustee services (the “Trustee Services”) made available by Nominus via its Website, you agree to the following provisions governing such use (the “Trustee Services Agreement”). The Trustee Services Agreement is a binding legal contract entered into by you and Nominus. Both you and Nominus may be referred to herein individually as a “Party”, and collectively as the “Parties”. You may be referred to herein as “you”, the “User”, and “Client”. Capitalized terms not defined herein shall have the meanings prescribed to them in the Terms and Conditions and the Domain Name Services Agreement.
- INCORPORATION BY REFERENCE. The terms of the Nominus Terms and Conditions are hereby incorporated by reference herein. In addition, the terms of the Nominus Domain Name Services Agreement are hereby incorporated by reference herein, with references to Domain Name Services amended to Trustee Services instead, except for the following sections of the Domain Name Services Agreement: 1 and 8.1. Should any conflict arise between the Nominus Terms and Conditions, the Domain Name Services Agreement, and this Trustee Services Agreement, this Trustee Services Agreement shall control solely with respect to the Trustee Services. With regard to any such conflict, in all other respects other documents shall prevail. As incorporated herein, all references to “Agreement” within the Nominus Terms and Conditions shall be interpreted to include this Trustee Services Agreement.
- THE SERVICE.
- Trustee Service. Registries often require a local presence in order to register a country code domain and manage a domain name in various jurisdictions worldwide. Nominus’ Trustee Service allows you to satisfy such eligibility requirements.
Depending on the rules imposed by Registries, Nominus will be, either directly or through a third-party, defined as registrant and/or agent for ownership and/or management of the domain name on your behalf.
- Client Options. The Client recognizes that the Trustee Service is provided for convenience purposes only. The Client is free to meet the eligibility criteria imposed by the Registry by any other method of his choosing, such as but not restricted to the use of his or her own contact details.
- Official Registrant. As domain registrant on behalf the Client, the appointed trustee (whether Nominus or a third-party per the above) will be the official registrant, agent and/or manager of the domain name at the Registry.
“Trustee”, as used herein, means Nominus in its capacity as trustee, or the third-party trustee appointed by Nominus.
- TERM AND TERMINATION.
- Term. This Trustee Services Agreement shall commence upon the date the Trustee Service is first made active, and shall remain in force so long as the Trustee Service is in effect.
- Termination for Breach. Either party may terminate this Trustee Services Agreement upon the other party’s failure to cure a material breach of its terms within thirty (30) days of receiving written notice thereof from the non-breach party.
- Termination for Convenience. Nominus may terminate this Trustee Services Agreement and the Trustee Services provided per its terms for any reason or no reason by providing written notice thereof to Client. E-mail notice shall suffice.
Client may terminate the Trustee Services at any time by providing thirty (30) days advanced written notice thereof to Nominus.
- Obligations Upon Termination. Upon termination, Client must replace all information of Nominus (or the third-party trustee assigned to the domain name pursuant to this Trustee Services Agreement, as the case may be) associated with the domain name as its trustee, assign all obligations related thereto to the appropriate party, and otherwise satisfy all requirements of the associated Registry. The payment of any additional fees arising from or related to the change of trustee, including but not limited to any mandatory renewal fees, shall be the sole responsibility of Client. Client hereby releases Nominus (or the third-party appointed trustee, as applicable) from all further responsibilities as trustee with respect to or arising from the domain name upon the termination of the Trustee Services. Trustee Services Fees shall continue to accrue until the Client’s full compliance with all its obligations in this section.
- Automatic Termination. The Trustee Service will be automatically terminated, if the associated domain name is transferred to another Registrar, or if it is deleted, terminated, or otherwise becomes inactive for any reason. In the case of such a transfer, deletion, termination, or otherwise, the Client must replace Trustee as the domain name registrant prior to such activity. Trustee Services Fees shall continue to accrue until the Client’s full compliance with the foregoing. For all transfer requests, the procedures to be followed by the Client must be fulfilled before the domain name´s expiry date.
- Survival. The following provisions shall survive the termination of this Trustee Services Agreement for any reason or no reason: 3.4, 3.6, 4.1, 4.2, 5.7 – 5.9, 6.5, 7, 8, and 9.
- OTHER TERMS.
- Additional Fees. Customer shall pay Nominus any additional incidental fees accrued while performing any required transfers or trustee information requests, including but not limited to any renewal fees accrued due to mandatory domain name renewals. This does not apply to generic domains gTLDs where the change of registrant does not carry a fee.
- No Liability. Client acknowledges and agrees that Nominus will not be liable for any termination, deletion, or other compromise of the domain name or its ability to be used due to circumstances beyond Nominus’ control, including but not limited to, technical or administrative problems with the respective Registry, or changes of laws, policies or procedures of the Registry and jurisdiction within which the respective Registry operates.
- CLIENT’S OBLIGATIONS.
- Client understands and agrees that failure to comply with its obligations may lead Nominus, at its discretion and without notice if necessary, to block or delete Client’s domain name for which Nominus is trustee.
- Client warrants that it is authorized to register and use the domain name. Client warrants that the application, registration, and use of the domain name; and any content accessible at the domain name does not: a) infringe on any third-party intellectual property rights, such as trademarks, trade names, copyrights, etc; b) conduct any illegal activities, including but not limited to, trading pirated or illegal merchandise, cyber-squatting, typo-squatting, phishing, spamming, distributing copyrighted digital media (movies, music, books, software, etc); or c) Promote any other illegal or infringing content, act of terrorism, or acts that otherwise violate laws in any country or jurisdiction in which the domain name is accessible.
- Client shall inform Nominus immediately and in writing by e-mail on all events relevant to the registration of the domain name, in particular any change of the beneficiary or if Client is threatened with legal action or if any legal action is taken against Client.
- 5.4 Client agrees to transfer the rights of use to another party, at its own expense, if the domain name must be transferred to another Registrar. Client agrees to furnish Nominus with documentation signed by the parties indicating a change of ownership.
- 5.5 Client shall make commercially reasonable efforts to forward all information relating to the domain name to Trustee.
- Correspondence is predominantly forwarded by email. Client shall undertake to keep its contact data up to date at all times. Nominus will not be responsible and assumes no liability for Client’s failure to receive an email notification if such failure results from inaccurate or outdated information.
- If you give a third-party a license to use the domain name, you shall remain personally and legally responsible to Nominus and to applicable third-party providers under this Agreement. For the avoidance of doubt, Client’s business entity shall remain personally and legally liable, as well.
- Client will process and reply to all correspondence forwarded by Trustee without delay, and no later than within 48 hours, unless a third party or a procedure has set a shorter period, in which case Client will process and reply within such shorter period.
- In cases where there is an urgent need, the Client is unreachable, or the Client cannot or does not respond within the necessary time frame, Client authorizes Nominus to communicate and act on its behalf. . Nominus may expressly communicate and act on Client’s behalf in any manner necessary to prevent the deletion or deregistration of the domain name, or any other occurrence that would stop the domain name from resolving correctly or otherwise being functional.
- TRUSTEE’S OBLIGATIONS.
- Trustee shall act as administrative contact for the domain on behalf of Client, and shall fulfill all tasks assigned to him as the registrant of the domain name in trust in Client’s interest.
- Trustee will comply with Client’s respective instructions with respect to the configuration of the domain name, domain name records, renewal, expiration, and transfer of the domain name to another party, provided they are not in conflict with the law or any contractual obligations.
- Trustee shall forward to Client all correspondence relating to the domain without delay.
- Trustee shall promptly inform Client about any material claim, statements made, and/or action taken with respect to the domain.
- Trustee is not obligated to execute any additional agreements related to the domain name, unless it is reasonably required to register, renew, or transfer the domain name, or configure domain name records in accordance with the terms herein. This exclusion applies to any requirements imposed by Certificate Authorities to issues certificates or to verify any additional information not provided for in this Trustee Services Agreement.
- Liability Limit. Trustee’s and Nominus’ (if different from Trustee), total cumulative liability arising out of or related to this Trustee Service Agreement shall be $0. Client understands and agrees that no liability shall arise from Trustee’s inability to provide the Trustee Service due to changing Registry criteria or any other reason.
- THIRD-PARTY DISPUTES.
- Trustee is deemed, in its capacity as trustee, as authorized to receive notice of and act upon any claim or action taken against Client by a third-party, at Trustee’s sole discretion. In the event Trustee is called upon by a third-party or by legal action to release, transfer, or delete the domain name, Trustee shall promptly notify Client. Client shall reply to Trustee within 48 hours with information to defend the claim, or whether the domain name is to be released, transferred, or deleted if applicable.
- In the event Client does not respond to Trustee in accordance with the foregoing, Trustee shall be entitled to take any action that Trustee considers necessary or desirable, at its own discretion, without liability to Client of any kind, including but not limited to deleting or deregistering the domain name or causing it to cease resolving.
- In the event Trustee decides to release, transfer, or delete the domain name, Trustee may, at its sole discretion take all actions necessary to release or transfer of the domain name to the third-party or to achieve the deletion of the domain name, whichever the case may be. Consequently, Trustee’s obligations as trustee shall be terminated upon such action with respect to the domain name.
- Client agrees to indemnify Trustee and Nominus (if different) against any and all losses and liability (including, without limitation, legal expenses and court costs) of every kind or nature arising directly or indirectly from any breach by Client of its obligations arising under or in connection with this Trustee Services Agreement.
- Client agrees to indemnify Trustee and Nominus (if different) against any and all losses and liability arising from third-party claims or other liabilities arising against the domain name holder or against Trustee. This indemnification obligation shall be effective regardless of negligence or fault.
- For the avoidance of doubt, the indemnification obligations within this Section 9 are in addition to, and not in lieu of, any indemnification obligations in the Nominus Terms and Conditions or any other document incorporated by reference or otherwise applying to the Trustee Services.