Abacus America has been an ICANN-accredited domain name registrar since 1999, the fourth (4^th) ICANN-accredited domain names registrar accredited after the initial test bed period. Abacus America has since operated under the fictitious business name and brand name of “names4ever” (http://www.names4ever.com). During this time, Abacus America has become intimately familiar with the Registrar Accreditation program and, based on this experience, the company has come to appreciate the effort and thought on the part of ICANN that went into creating the accreditation program. Abacus America therefore believes it is in the best interest of the registrants, the registrar community, and ICANN to keep in place the policies and procedures which have already been formulated. Abacus America believes these procedures should be uniformly adopted for all new TLDs, regardless of which registries are selected to support them. Those few modifications which Abacus America proposes are set forth below in response to items (E2 – E10).

For the reasons set forth above, Abacus America therefore recommends use of the ICANN Registrar Accreditation Agreement in its present form.

Registry Agreement

Abacus America seeks to become a registry for the TLD strings identified in Section E2 below. As such, it would draft a form of registry agreement substantially similar to the ICANN-NSI Registry Agreement to govern the registry relationship ICANN and Abacus America. Abacus America has attached a sample form of this agreement as Attachment “A” to this proposal.

Registrar License and Agreement

Abacus America intends to work with ICANN-accredited registrars and would therefore enter into a form of agreement with all qualifying registrars in a manner substantially similar to the existing NSI Registrar License and Agreement. Abacus America has attached a sample form of this agreement as Attachment “B” to this proposal.

Uniform Dispute Resolution Policy

Abacus America has addressed the Uniform Dispute Resolution Policy and one suggested modification to the policy in Section E6 below.

E2 TLD String(s)

Abacus America sent surveys to over 150,000 web users utilizing its ISP service, asking for comments and feedback on the TLDs which these users felt were most needed, would most be sought after, would be most helpful in differentiating domain names from existing TLDs, and which would provide the most flexibility in the creation of new domain names. Abacus America also conducted market research among affiliated web designers, e-commerce developers and others who were knowledgeable in both the demand which exists for domain names today, as well as what demand might exist in the future.

Based on its market research, the results of its survey, as well as in-house analysis in cooperation with outside consultants and experts, the TLDs proposed by Abacus America are the following (in alphabetical order):

o .biz

o .cool

o .fam

o .inc

o .xxx

Details about the rationales behind the selection of those TLD are available below in Chapter IV. Context of the TLD within the DNS.

E3 Naming Conventions

All registrants will have names registered at the second level domain, directly under the TLD, except for the .biz TLD. For the .biz TLD, there will be a naming convention of providing sub-level domain names to facilitate more diversity in the DNS, and to prevent the problems that have resulted from one company with a common generic name preventing others from registering similar names merely because of this similarity. (A more detailed description of this convention is provided below in Chapter IV(A) relating to the .biz TLD.)

The naming convention for the .biz domain name, as well as the lack of naming convention for the other TLDs, will be set forth in the Registrar License and Agreement between Abacus America and each registrar operating under the Abacus America registry.

E4 Registrars

Abacus America is one of the relatively few (61) accredited registrars currently operating under the NSI registry for .com, .net and .org TLDs. As part of this select group, Abacus America has had the opportunity to evaluate the accreditation procedures adopted by ICANN and NSI for the existing TLDs, and Abacus America believes that, in the interest of maintaining uniformity with existing procedures and stability for future expansion, the same registrar model should be adopted for the new TLDs proposed by Abacus America.

Abacus America seeks to operate the registry for the TLDs proposed in E2. In a form of agreement substantially similar to the agreement between NSI and existing registrars of .com, .net and .org TLDs (attached hereto as Attachment “B”), Abacus America will license to accredited registrars the rights to assign domain names to domain name holders.

Abacus America only seeks to operate the registry, and will not act as a registrar for the TLD for which it is a registry. In this manner, it will not compete with the registrars with which it contracts by attempting to license domain names directly to potential registrants.

As Registry operator, Abacus America’s role will be to provide the following Registry Services to ICANN accredited Registrars:

· Domain name registration for one or more of the new TLDs through ICANN-accredited registrars;

· Management of the Registry database(s);

· Access to Whois services;

· Billing and collecting services ( to registrars only);

· Zone file distribution and publication;

· Data backup;

· Intellectual property protection; and

· Technical support to registrars.

Abacus America will not provide registration services directly to consumers and businesses. Rather, it will be the role of the individual ICANN-accredited registrars who are licensed by Abacus America to register the second level domain names under the TLDs proposed herein. Specifically, registrars will:

· Register domain names on behalf of their clients;

· Bundle domain name registration with other services offered by these registrars, such as e-mail, web hosting, domain name research, etc.

· Bill and collect from domain name registrants.

As stated above, Abacus America has a great appreciation for the existing accreditation program and believes that it has been very well administered by ICANN. Abacus America is one such beneficiary of the thought and effort that went into designing this process, and the company believes that the identical procedures should be implemented for accreditation for any new registrars operating under the new TLD registries. This is especially true where the addition of new TLDs will not in any way change the public policy rationales which originally supported the formation of the accreditation system.

Abacus America believes in the ability of any registrar to participate in domain name registration of the TLDs proposed herein, but also understands the problem associated with unmonitored and unregulated registrars, which might cause injury to domain name registrants, the registry, or the registration system as a whole. For this reason, Abacus America would allow open access to its registry by all registrars provided they met the existing accreditation criteria promulgated by ICANN.

To date, no qualified registrars have been selected by Abacus America. Once Abacus America registry operator's proposal has been accepted, Abacus America will immediately invite all presently accredited registrars to enter into license agreements with the registry, while posting on the registry website the links to ICANN’s procedures by which other yet-to-be-formed registrars might be accredited (http://www.icann.org/registrars/ accreditation.htm).

With regard to enforcement of the registrar system, Abacus America will monitor the manner in which its registrars conduct their business within the registry. Abacus America, having been a registrar under the existing ICANN-accredited registrar program, and having been subject to the registry-registrar agreement with NSI, has personal experience regarding what these obligations are, and the professional manner in which they are to be carried out.

Abacus America will have entered into similar agreements with approved registrars who have also been ICANN-accredited. The duties and obligations of these registrars are spelled out in the registry-registrar agreement (see Form of Agreement, Attachment “B” hereto). Abacus America is well aware of the obligations which it must maintain in order to keep its ICANN accreditation, and Abacus America expects its registrars to follow the same guidelines. Any registrar which consistently breaches its obligations under the registry-registrar agreement will be suspended pursuant to the provisions of the agreement. Moreover, material breaches of its obligations will lead to a termination of the contract and revocation of all rights as a registrar under the Abacus America Registry. Abacus America will report any material breaches to ICANN for consideration of the appropriate action pursuant to the ICANN registrar accreditation agreement.

E5 Intellectual Property Provisions

E5.1 Measures to Discourage Infringement

Abacus America proposes two unique policies which apply to (1) the attempted registration of famous marks, and (2) registrations occurring during the start-up period. These are discussed below in Sections E5.5 and E11–E15, respectively. All other registrations would be governed by the following paragraphs:

As a currently accredited registrar and future registry operator, Abacus America acknowledges that it does not have the legal expertise to act as arbiter of disputes which might arise over confusingly similar domain names. Because of its respect for the dispute resolution policies which have been promulgated by ICANN, Abacus America believes it would be improper for it to assume this role, in essence usurping the role of the courts and the qualified arbitrators who administer the Uniform Dispute Resolution Policy (UDRP).

Abacus America is of course aware of the problem that exists relating to the registration of copyrighted, trademarked and similar domain names and understands that this problem could increase with the addition of new TLDs. However, through its experience as a registrar under the existing system, Abacus America is aware that this situation already exists where a company has not acquired the second-level domain under the .net and .org TLDs when it originally registered its name under the .com TLD. Therefore, even under the existing structure, the possibility exists for another registrant to register a confusingly similar domain name.

Abacus America supports the UDRP and the relatively inexpensive means of dispute resolution, which it provides. Abacus America would incorporate the provisions of the UDRP to its registry operations and would encourage ICANN to uniformly apply its terms to all other new TLDs eventually adopted. Of course, where the UDRP fails to resolve the dispute between two parties, Abacus America is aware that a significant body of law is developing under the Anti-Cybersquating Consumer Protection Act which can similarly be relied upon to resolve such disputes.

Despite the fact that Abacus America will not actually be registering domain names (as discuss throughout this proposal, all registrations will be performed through ICANN- accredited registrars), Abacus America will provide to its registrars software which could be used to discourage potential infringement. The software presently provides synonyms of available domain names when a domain name requested by a registrant is already in use. By the same token, the software will provide information when the same second-level domain name is already in use in another TLD. For example, if a registrant wanted to register the name myflowershop.biz, the software would indicate that the name was available, but that myflowership.com and myflowershop.net were already in use by a business entity known as My Flower Shop.

This software feature would not prevent infringement, but it would put a registrant on notice that he or she may be registering a confusingly similar domain name. In addition, the software will offer a link to an article authored by Abacus America’s counsel that discusses the law on domain name disputes and the potential remedies available under both the UDRP and the Anti-Cybersquatting Consumer Protection Act. In this manner, the registrant would at least be aware that there is an issue of similarity, while having the opportunity to quickly review a document which describes the issues raised by this similarity.

Except in the clearest of cases, the issue of whether two domain names are confusingly similar, or whether one was registered in bad faith or infringes upon the domain name/trademark of another, are sensitive issues which require expert decision-making. The system proposed by Abacus America could help to mitigate the problem of intellectual property infringement without placing the registry in the awkward role of arbitrarily making decisions about the rights of the parties involved.

E5.2 Pre-Screening

As described, the pre-screening procedure would involve a search by the registry software Rodopi R of the sought-after second level domain among other TLD combinations. (See details above.) This search would also produce matches from the famous names database (described in Section E5.5).

E5.3 Measures to Minimize Abusive Registrations

Other than the procedures formulated specifically for the start-up period (see Section E11 – E15 below), Abacus America will not limit the number of registrations. However, in combination with the start-up procedure proposed by Abacus America, the lack of a limitation on the number of registrations will only encourage creativity in the names that are proposed and placed in rotation during the start-up period and, potentially, put up for auction.

E5.4 Compliance with Trademark and Anti-Cybersquatting Legislation

See discussion at Section E5.1 (above) and Section E6 (below).

E5.5 Famous Trademarks

The start-up procedures set forth below (see Sections E11 – E15) will in some part assist famous trademark holders in the protection of their rights from those who seek to infringe upon those works. Notwithstanding the start-up procedures proposed, however, Abacus America understands that the expansion of new TLDs could be problematic for the holder of famous trademarks, whether that mark was famous independent of a domain name (Xerox, Kodak, Coca- Cola, etc. ) or whether the mark subsequently became famous as a result of its domain name (amazon.com, ebay.com, etc.).

Abacus America's proposal to resolve this issue is to allow famous trademark holders to register their mark as a “famous mark” during the “Sunrise Period” (see Section E15 below). The registrations of a mark as “famous” would be listed in a database maintained on the registry website (the “Famous Marks Database”). If a registrant sought to register a second-level domain name which was identical to one contained in the Famous Marks Database, the registrant would be prevented from doing so. If the registrant persists in efforts to register the domain name based upon a good faith belief that the mark is not in fact famous, Abacus America will require the matter to be decided by a qualified member of the UDRP arbitration panel.

Abacus America envisions the Famous Marks Database to be a collective database operated and maintained by the total number of registries approved by ICANN. Thirty (30) days prior to the initiation of the new TLDs, the database would be open for and would remain open for the next fifteen (15) days. During that time, any mark holder who in good faith believed its mark to be famous would be allowed to register their mark in the Famous Marks Database. Once registration was closed, Abacus America proposes to work in coordination with ICANN and the other registry operators to evaluate all of the submissions which have been made to determine, with the help of UDRP arbitrators and counsel knowledgeable in the area, whether the submitted marks have met the legal standard for “famousness” under the federal statutes and cases relating to “dilution of famous marks. The database would also be useful and could be utilized for future registrations beyond the startup period. There would be a reasonable fee associated with registration of the mark in the database to defray the costs of maintaining the database as well as evaluating the submissions.

As noted above, any disputes brought by either a mark holder or potential registrant as to whether or not a mark is famous would be referred to arbitration under the Uniform Dispute Resolution Policy. As always, of course, the participants would also have their full legal remedies and could pursue the matter in the court system. In either event, the use of the Famous Marks Database would at least put the potential registrant and the famous mark holder on notice of the proposed registration.

E5.6 Whois Data Maintenance and Accessibility

As set forth more fully in its Registry Operator’s Proposal, Abacus America has been in preparation for over two years to become one of the new TLD Registries. As part of this preparation the company developed Rodopi R, a special suit of software which is currently in beta testing and which is designed specifically for TLD Registries. It includes RRP server, RRP client, billing module, Whois server, zone file distribution system, security, backup and several related modules. Abacus America will use this software and the unique features specifically designed for operation of a domain name registry to provide reliable, up-to-date Whois data to the registrars and, through those registrars, to the entire Internet community.

E6 Dispute Resolution

E6.1 Implementation of the Uniform Dispute Resolution Policy

Abacus America believes that the Uniform Dispute Resolution Policy (UDRP) should be applied on a consistent basis for all TLDs. The policies and procedures promulgated by ICANN in the UDRP have already been tested, commented on, and utilized successfully in hundreds of arbitrations which have been instituted pursuant to the terms of the UDRP. Moreover, the legal community has adopted the UDRP and become familiar with recommending use of the procedure to their clients. As stated more fully in Section E5.1, Abacus America believes strongly in the continued uniformity of these procedures.

Of course, the option of filing suit under the Anti-Cybersquatting Consumer Protection Act continues to be a viable alternative that trademark holders may opt to utilize. In such a case, the courts and their interpretation of the provisions and procedures of this Act will govern the disputes which are taken directly to the court system.

E6.2 Modifications to the Uniform Dispute Resolution Policy

The Uniform Dispute Resolution Policy does not address one issue, which has become more prevalent since the policy was first introduced: so-called claims of “reverse domain name hijacking.” In these types of claims, a valid domain name holder who registered the domain name in good faith is threatened with litigation by a larger, well-funded company, which insists that the domain name infringes upon their domain name or other intellectual property, such as a trademark or service mark. Because these domain name registrants are often unable to defend themselves against a well-funded opponent with access to legal resources and a superior understanding of the legal system, these registrants are often forced to surrender the domain name to the claimant against their will.

Abacus America proposes that the UDRP be modified so that a domain name holder may also be able to institute the mandatory arbitration provisions of the UDRP. The limitation on this modification is that only domain name holders who are actually being threatened with a claim or the immediate prospect of litigation would be allowed to institute the arbitration procedures. This would essentially allow domain name holders who had a good faith belief in the propriety of their registrations to institute what is somewhat akin to a declaratory relief action through the UDRP so that they might benefit from the same efficient and cost-effective mechanism that, at the present time, can only be instituted by the trademark holder.

E7 Data Privacy, Escrow, and Whois

Abacus America will only collect the information, which is necessary for administration of the registry, and will not disseminate any of this information except for that information which is reasonably needed to ascertain the identity of the domain name registrant to facilitate communication with that registrant in the case of a dispute as to its rights over the domain name. Abacus America will also provide the contact information to facilitate discussions between domain name holders and potential purchasers of those names who wish to deal directly with the registrant. Abacus America believes this information is necessary to encourage the free flow of domain names and to help create some fluidity in the manner in which domain names are purchased and subsequently put to their highest and best use.

The software program designed by Abacus America to run the registry, Rodopi R, will collect the following fields of information:

For the Registrar account:

- Name, Address, Phone, Fax, E-mail;

- Registrar's username and password;

- IP addresses from which the Registrar can connect to the RRP server;

- Hostname of registrar's Whois server;

- Registrar's official website address; and

- Administrative, Billing and Technical contacts;

For the Domain Name object:

- Domain name;

- ID of the current registrar of the domain name;

- Status of the domain name;

- The date the domain name was transferred;

- ID of the registrar that registered the domain name;

- The date the domain name was created;

- ID of the registrar that last updated the domain name;

- The date the domain name was updated;

- Registration period of the domain name;

- Registration expiration date;

- 0 to 13 associations between the domain name and a nameserver with their priority; and

- 0 to 4 associations between the domain name and contact information for the registrant, administrative, billing and technical contacts.

For the Name Server object:

- The nameserver's hostname;

- Handle of the nameserver;

- ID of the current registrar of the nameserver;

- The date the nameserver was transferred;

- ID of the registrar that registered the nameserver;

- The date the nameserver was created;

- ID of the registrar that last updated the nameserver;

- The date the nameserver was updated; and

- 1 or more IP addresses.

The Whois feature of Rodopi R will allow access to only the following fields:

For the domain name:

- Current registrar's name;

- Current registrar's Whois server hostname;

- Current registrar's Web site address;

- All associated nameserver's hostnames; and

- The date the domain name was last updated.

For the nameserver:

- All associated IP addresses;

- Current registrar's name;

- Current registrar's Whois server hostname; and

- Current registrar's Web site address.

For the registrar:

- Address, Phone, Fax, E-mail;

- Hostname of registrar's Whois server;

- Registrar's official website address; and

- Administrative, Billing and Technical contacts.

Other than the information that is required to be provided under a Whois query, all other information will be kept confidential and will not be shared with any other party except the registrar which originally provided the domain name to the registrant.

Because all other activities will occur at the registrar level, sensitive information such as credit card information will not be contained within Abacus America’s database of information. Rather, such information would be provided only to the registrar, who would in turn remit the portion of the domain name registration fee directly to Abacus America.

Abacus America’s Privacy Policy for its Registry Services will be identical to that in place for it’s A+Net Internet services division. The text of that policy follows below:

PRIVACY POLICY

At A+Net, we are very committed to your privacy, so here is our PRIVACY PROMISE TO YOU: A+Net will never sell, exchange, or release any of your individual personal information to a third party without your express permission.

INFORMATION WE MAY COLLECT

Occasionally, we may conduct online surveys or run a contest for promotional purposes, during which, we may ask users for contact information (like email addresses) and demographic information (like zip code, age, or income level). We use contact data to send consumers information about our company and, of course, to notify people if they win the contest.

We understand, though, that you may want to participate in these surveys or contests but may not want us to send you email. Accordingly, as part of these surveys or contests, we will always give you the option of declining to receive information from A+Net. Hey, if you don't want to receive email, just let us know, and we won't send it. It is as simple as that. [Of course, we will notify you if you win the contest.]

Like other web sites, your IP number is visible to us when you visit our web site. What is an IP address, you may ask? It is a number automatically assigned to your computer whenever you're connected the Internet. Your IP number is visible to most of the websites that you visit. Don't worry, though, at A+Net, we only use IP numbers to help diagnose problems with our servers, to administer our Web site. Other sites may use your IP number for marketing purposes. We don't.

From time to time, we may share with third parties aggregate information-- such as, how many of our users are men, or how many A+Net consumers search on Internet-related topics. Such information will not contain any personal identifying information.

COOKIES

Like many sites, A+Net uses cookies. Cookies are data files that are stored on your computer. They contain identification information that enables us to see how our users are interacting with our site and how frequently they are returning. Cookies do not contain any personally identifiable information.

We use cookies for the benefit of our users. Cookies let us know if we have repeat visitors (a strong indication of happy consumers) and if we are delivering a quality product to our consumers. We also use cookies to identify which sites our repeat visitors are coming from, so that we can place more of our online advertising on these sites. Essentially, it is an anonymous way to survey how we are doing and to look for other consumers who we think will like our site.

Also, speaking of cookies, you should know that A+Net employs an outside ad company to display banner ads on our site. These ads may contain cookies. Cookies from banner ads are collected by our ad partner, and are used for purposes of tracking performance of the banner ads. A+Net may not have access to this information.

If you do not want to accept cookies from A+Net or other sites, your browser software should allow you to not accept cookies. Look in the Preferences (Netscape) or Internet Options (Microsoft Internet Explorer) feature to do this.

LINKS TO OTHER WEB SITES

A+Net contains many links to other sites. A+Net is not responsible for the privacy practices or the content of such Web sites. A+Net does not share any of the individual personal information you provide A+Net with the sites to which A+Net links, although A+Net may share aggregate data with such sites (such as how many people use our site). This includes other third party sites on the Internet for which A+Net provides search services.

Please check with those sites to determine their privacy policy.

OPT-OUT

If you do not wish to receive future communications from us, you can send an email to privacy@aplus.net

CONTACTING A+NET

If you have any questions about this privacy statement, the practices of this site, or your dealings with A+Net, please contact:

A+Net Internet Services

5266 Eastgate Mall

San Diego, CA. 92121

privacy@aplus.net

Fax (858) 450-0567

E8 Billing and Collection

All billing and collection activities which relate to domain name registrants will be handled directly by the registrars, and Abacus America will not directly assign any domain names to registrants. Abacus America’s billing and collection procedures therefore relate solely to its relationship with accredited registrars. These procedures are set forth in Section 5 of the Registrar License and Agreement attached to this proposal as Attachment “B.”

Abacus America expects to continue the practice utilized by NSI of requiring each registrar to post a performance bond to insure their payment of Abacus America’s portion of the amount charged to the domain name registrant (currently $6.00 USD, projected to drop in the future). This practice is mandated by a desire to protect the consumer market which, once having registered a domain name and paid the registration fee, cannot be responsible for registrars which are irresponsible with the funds or who are later forced into insolvency. Because Abacus America would never penalize registrants for the missteps of their registrars and would want to honor each domain name registrations recorded by these registrants, its only recourse in such a circumstance would be to execute on the performance bond.

E9 Services and Pricing

Domain name registration will be the major service provided by Abacus America Registry to ICANN Accredited Registrars. It accounts for over 90% of the projected revenues (see the “Financial Projections” – Attachment 1 to the Registry Operations Proposal). In addition to those services, Abacus America will offer Whois services and technical support to its registrars. The Abacus America Registry will offer information services to the Internet community about the TLD it operates, about legal issues, and links to other types of relevant information. Abacus America anticipates that during the process of its registry operations it will end up with numerous domain names, which are abandoned, not paid for, etc. Abacus America intends to auction such domain names to the public through its names4ever.com division or through a third party. In additional, Abacus America Registry also intends to put together a directory of the users of each TLD, with an appropriate “opt out” provision. The directory will be available to the public at no charge and will be supported by banner advertisements. All other registration “services” would be informational in nature, and would include the protection for famous trademarks identified in response to Section E5.5. There would be no charge for these informational services.

Abacus America will charge each registrar $6.00 USD for each domain name registration during the near term. The company expects this price to drop as competition among TLD registries increases. This is the only charge applied and will include all services provided by the registry to the registrar and to the registrants.

II. REGISTRATION POLICIES DURING THE START‑UP PERIOD

E11 Start-Up Period Procedures

As a registrar with experience in domain name registration, Abacus America has spent considerable time anticipating the rush of domain name registrations that will occur when new TLDs are released. Abacus America is also aware of the concern that existing domain name holders will have in protecting their domain names from similar second-level domain names that differ only in their TLD. Notwithstanding these concerns, however, Abacus America wants to be careful to not usurp the role of arbiter in deciding which party merits the registration of a domain name and which party does not. The following start-up procedures therefore seek to strike a balance between the goals of preserving the stability of the existing registration procedure, helping third parties to protect their rights, while at the same time avoiding unnecessary (or improper) intervention by Abacus America.

E12 Defining the Start-Up Period

From a technical standpoint, Abacus America is well situated to handle the traffic that is anticipated during the start-up period. (See the Registry Operator’s Proposal, Section D15.2.10, describing the abundance of bandwidth capability housed by Abacus America.) However, as discussed above, bandwidth is not the only issue that merits consideration during the start-up period.

Abacus America expects the rush of registrations to include approximately 10,000 registrations during the first day. This will likely be followed by 100,000 registrations during the first week, 1 million registrations during the first month, and totaling approximately 3 million registrations during the first quarter. Of course, the main motivation behind this rush of registrations will likely be a large group of speculators who will want to reserve as many domain names as possible for future profit, as well as those registrants who want to ensure that the value of their existing domain names are not diluted by others registering similar names.

For this reason, Abacus America proposes the limitations and procedures identified below in Sections E13 – E15, and that these limitations and procedures extend during a “start-up period” which would cover the first ninety (90) days following the date the first new TLD registration is available.

E13 Limits on Registrations

Abacus America will not place a limit of registrations per registrant or per registrar during the start-up period. With clearly defined policies during the start up period and an innovative approach to put all “speculative” names up for bid (see details below), the company believes these measures will cool off the enthusiasm of speculators and potential cybersquatters and will instead provide for a more civilized order to the initial domain name registrations.

E14 Start-Up Procedure

Abacus America will not institute premium pricing during the start-up period to restrain the rush of registrations which it anticipates. However, it proposes to institute the following start-up procedure, which is a variation on the normal pricing model:

A Registration by Famous Mark Holders

In accordance with the procedures outlined above in Section E5.5, Abacus America proposes to utilize a Famous Marks Database on its registry website which will be open to listings during the Sunrise Period. If a mark is listed in this database, a subsequent registrant will be prevented from immediately obtaining an identical second-level domain name under the new TLDs. (See Sections E5.5 and E15 for full details.)

B Registration for All Other Domain Names During Start-Up Period

All other domain name registrations occurring within the 90-day start-up period will be handled in the following manner: Once a name is found to be available and the registrant supplies the necessary information to reserve that domain name, it will be placed “on hold” for fifteen (15) days. If no other person or entity seeks to register the identical name during that fifteen (15) day period, it will be registered in the name of the original registrant. However, if a person or entity other than the original registrant seeks to register the same name during the fifteen (15) day period, the domain name will be put up for bid on Abacus America’s domain name auction site: (http://auctions.names4ever.com/test.shtml). The domain name will remain open for bid on the auction site for thirty (30) days from the date the bid was placed. After that time, the highest bidder will receive the right to register the name.

Pursuant to this start-up procedure, domain names can be proposed and bid upon to determine their initial value, while avoiding the tendency of speculating registrants to rush in and reserve names before others are able to register them. This would not only level the playing field, but would also allow second-level domains in other TLDs the opportunity to purchase their own second-level domain name in the new TLDs if they so desired. This procedure would also give second-level domain holders time to evaluate whether a proposed registration would infringe upon their existing name, whether they would like to outbid the current proposed holder to ensure that no confusion is created, or whether intervention by a court or UDRP arbitrator is required to resolve a perceived infringement. The higher price anticipated through bidding will prevent an “I want them all” approach by established second level domain holders and will allow others to get the name they wish. This approach will contribute to the diversity of the Internet.

E15 Sunrise Period

Abacus America is aware that there has been discussion as to whether a Sunrise Period might be helpful in allowing famous mark holders, trademark owners and other registrants holding valuable second-level domain names to protect their previously registered names. However, in the interest of protecting the rights of famous trademark holders (who have been the most victimized by cybersquatters until the recent passage of new statutes addressing this problem), Abacus America proposes a limited Sunrise Period during which time famous mark holders can register the existence of their mark on the registry website.

Abacus America would encourage all famous trademark holders to register their mark as a “famous mark” during the Sunrise Period. The registrations of a mark as “famous” would be listed in a database maintained on the registry website (the “Famous Marks Database”). If a registrant sought to register a second-level domain name which was identical to one contained in the Famous Marks Database, the registrant would be prevented from doing so. If the registrant persists in efforts to register the domain name based upon a good faith belief that the mark is not in fact famous, Abacus America will require the matter to be decided by a qualified member of the UDRP arbitration panel.

Abacus America envisions the Famous Marks Database to be a collective database operated and maintained by the total number of registries approved by ICANN. Thirty (30) days prior to the initiation of the new TLDs, the database would be open for and would remain open for the next fifteen (15) days. During that time, any mark holder who in good faith believed its mark to be famous would be allowed to register their mark in the Famous Marks Database. Once registration was closed, Abacus America proposes to work in coordination with ICANN and the other registry operators to evaluate all of the submissions which have been made to determine, with the help of UDRP arbitrators and counsel knowledgeable in the area, whether the submitted marks have met the legal standard for “famousness” under the federal statutes and cases relating to “dilution of famous marks. There would be a reasonable fee associated with registration of the mark in the database to defray the costs of maintaining the database as well as evaluating the submissions.

As a “backstop measure,” Abacus America believes the start-up procedure described in Section E14 above would also be administered in such a way as to achieve the same benefits of having a Sunrise Period. By allowing some pause in the system at the start-up phase, non-famous trademark owners and existing domain name registrants will not have the fear that, within minutes of the release of these new TLDs, dozens of infringing registrations will be made to dilute the value of their existing domain names.

III. REGISTRATION RESTRICTIONS

Abacus America has not proposed a restricted TLD and has therefore not responded to Sections E16 through E21.

VI. CONTEXT OF THE TLD WITHIN THE DNS

Abacus America has focused on three goals for the TLDs which it has selected for the purposes of this proposal:

(1) Will the proposed TLD be different from the TLDs presently available?

(2) Will the proposed TLD provide new or increased utility to a certain community or segment which is not presently being provided?

(3) Will the proposed TLD provide additional diversity to the DNS as well as competition within the DNS?

Abacus America has proposed to offer five (5) new TLDs: .biz, .cool, fam, .inc, and .xxx. Each of these TLDs is described below, as well as how each fits within the three goals enumerated above. Abacus America has also outlined why it believes that these five (5) TLDs should be offered in the initial release.

This proposal, and all of the background information on Abacus America, its fiscal and business strengths, its proposed policies and procedures, and its technical capabilities relate to all five (5) TLDs proposed below.

.biz

E.22 How the Proposed TLDs Would Benefit the Global Internet Community

Abacus America envisions that its .biz TLD will be the natural counterpart to .com domain names. Focusing on the goal of adding diversity to the DNS, as well as more choices in the available second-level domain names which might be registered, a .biz TLD will allow registrants who were unable to register a .com domain name of their choice to move into the .biz arena.

As useful .com domain names become harder and harder to come by, many industry analysts have pointed to the need to expand the number of available TLDs. In fact, this need was one of the initial reasons that additional TLDs were first contemplated. As the .com TLD has clearly taken the lead as the most desirable, alternatives which imply the same type of function are needed. .biz is a natural corollary to .com.

The .biz TLD will also be the only TLD proposed by Abacus America that will have a naming convention requiring a sub-level domain name directly below the TLD level. In this manner, the introduction of .biz will be distinct from the experience with .com domain names since more than one person can register a non-infringing generic business name, accompanied by a sub-level domain name.

For example, under the present .com structure, if Diamond Multimedia registered diamond.com, it would be impossible for a diamond jeweler to register diamond.com. The addition of the .biz TLD, by itself, would allow only one additional entity to register a diamond web site. Therefore, once the diamond.biz site was taken, the problem would exist once again.

However, if sub-level domains were used, several companies could utilize the “diamond” second-level domain. A diamond jeweler could register diamond.jewelers.biz on the same day that Diamond Multimedia registered diamond.modems.biz. Diamond Used Cars would also register diamond.auto.biz while Diamond Booksellers could register diamond.books.biz.

E.23 Distinction from Existing/Proposed TLDs / Benefits

.biz will be distinct from existing .net and .org (as well as .gov, .edu,, etc.) TLDs in that it connotes a for-profit business venture. During the early years of the registration system, TLDs such as .net and .org have come to represent large networks, systems or non-profit organizations, respectively. .biz will come to represent a commercial enterprise much in the same way that .com has been become associated with these companies. In addition, its naming convention of using sub-level domains will allow it to continue as a viable TLD with many, many naming options. This would have the added benefit of allowing the TLD (along with its sub-level domain) to actually describe the site, a benefit not easily realized under the current DNS structure.

E.24 Target Community / Market / Market Saturation

As described above, the target market will be those persons who wish to register domain names which are unavailable under the .com TLD for their business and commercial ventures. While at point this market was adequately being serviced by the .com TLD, the popularity of that TLD (in contrast to .net and .org) has resulted in shortage of useful second-level domain names. Allowing .biz as an alternative would target the market of persons unable (or unwilling) to register a name utilizing the second-level domain names presently available under the .com TLD. The .biz TLD would therefore service a market which is not being reached by other TLDs.

E.25 How the Proposed TLD Will Meet Unmet Needs

As described above, Abacus America envisions that its .biz TLD will be the natural counterpart to .com domain names. It will provide more choices in the available second-level domain names, which might be registered, allowing registrants who were unable to register a .com domain name the opportunity to register a desired domain name in the .biz arena. Its naming convention will also vastly increase the number of available domain names, and will allow multiple companies with the same generic names (Apple, Diamond, Acme, Johnny’s, Consolidated, etc.) to register domain names that do not infringe on those with identical second-level domain names, even within the same TLD.

E.26 How the Proposed TLD Will Enhance Utility of the DNS

The most obvious utility provided to the Internet community as a whole is the availability of second-level domain names which were previously unavailable. This would of course also directly benefit the target community, which are those persons or entities who were unable to register a domain name of any significance to their desired purposes under the .com TLD. The .biz (in conjunction with its sub-level domain naming convention) in essence exponentially increases the capacity of available domain names which would otherwise have been registered under a .com TLD had the second-level domain name they sought been available. In addition, because .biz is broad enough in its appeal and its connotation to include the same types of businesses that were originally attracted to a .com name, it would “loosen the belt” and allow much more flexibility in future domain name registrations.

E.27 How the Proposed TLD Enhances Competition in Registration Services and Among Registries

The mere act of allowing additional TLDs will by itself expand the supply of available domain names, immediately creating a need to compete for even the existing demand on domain names. This will have a ripple effect among all registrars who will also be competing to become registrars under the new registries that support the new TLDs. This would also be true for registry to registry competition, which to date has not existed. Allowing new registries that would be able to offer competing TLDs would also create competition as to the services offered to registrants, as well as the price registrants would pay for domain name registrations.

In the case of .biz, its design as a alternative (and, of course, a competitor) of the .com TLD would immediately create a wider market under which registrants would have a larger selection of registrars and, for the first time, registries. Competition would therefore increase, causing the anticipated increase in services and decrease in registration prices by registrars seeking to attract new and existing registrants to their sites.

The impact on competition within the entire DNS should also be considered. Currently, many second-level domain names with the .com TLD are offered for auction or for sale at significant premiums because of the value of the second-level domain name (not necessarily the TLD). For example, a site named lowestprice.com may be sold for a premium because of the value associated with the “lowest price” name, not just the “.com.” In the interests of competition and allowing greater access to the DNS, the introduction of a new .biz TLD would likely result in the lowering of prices for these types of sites because of the availability of the competing domain name lowestprice.biz (assuming, of course, that such a registration would not in any way infringe on a trademark of the prior registrant).

.inc

E.22 How the Proposed TLDs Would Benefit the Global Internet Community

Abacus America believes there is a significant market and utility for its .inc TLD. More than just a counterpart or competitor to the existing .com name, .inc will go well beyond representing the domain name of a company that is incorporated. Instead, Abacus America envisions its .inc TLD to become the address of choice for most corporations in the United States and throughout the world who will eventually rely on their .com domain names for conducting their business, while utilizing a .inc domain name for their own corporate purposes.

Companies today place several different types of content in the same place by relying on a singular domain name registered under the .com TLD. The .inc TLD will allow these companies more flexibility. For example, when a user signs on to ebay.com, he or she is expecting to land onto the company’s auction website, and to immediately begin searching through the available listing of auctions. But what if a potential investor is interested in company information about eBay? By utilizing the .inc TLD, potential investors and others who wanted company information could simply go directly to ebay.inc and go directly to the company’s corporate website. This same model would apply to all companies who presently use their .com sites primarily for e-commerce, or for providing consumers with information, product descriptions, customer service contacts, or any content which is related to the company’s business, as opposed to its corporate identity. .inc sites may one day provide all information such as a history of the company, its mission, its philosophy, investor relations information, profiles of top management, minutes from the last stockholders’ meeting, press releases, its required governmental filings, news directly related to the company, its stock exchange trading information, etc.

E.23 Distinction from Existing/Proposed TLDs / Benefits

The other proposed TLDs, as well as those which presently exist, do not focus on the corporate identity of many of the companies that are “behind the .com” or similar TLD. The .inc TLD would be distinct in that it allows companies to register multiple TLDs with a specific purpose in mind (other than just having to register the name to protect it from being registered by others). The .inc TLD, once it became a convention, would be the place that anyone interested in the company would automatically go if they were interested in corporate or investor information. The home page of sites like amazon.com would continue to greet users with book suggestions and new releases, while amazon.inc would immediately take the user to the company’s corporate relations pages.

E.24 Target Community / Market / Market Saturation

The target market would be those companies which had already registered .com domain names for multiple purposes; that is, to act as both their corporate site as well as their commercial/business/e-commerce site. Based on Abacus America’s research into this area, no other proposed or existing TLD has adequately addresses this segment of the market.

E.25 How the Proposed TLD Will Meet Unmet Needs

By allowing each company to place its corporate information on a .inc site, web users can quickly access the information they are looking for. If they are looking for product information, services, or to make purchases online, they will naturally continue to use the .com addresses with which they are accustomed. At the same time, the .inc domain name will free up space on cluttered websites and allow companies to keep their corporate information on a site dedicated to the type of information that potential investors and company analysts are most interested in. Rather than having an “investor relations” tab hidden behind a cluttered e-commerce site, the .inc site will provide that information in a cohesive and easily accessible manner to those who are most interested in reviewing it.

The .inc site can also function as the company’s domain name for internal functions, keeping intranets, extranets and other company-related materials off of the main .com site. This will enhance security where these sites will not reside in the same location as the company’s more traveled .com site.

E.26 How the Proposed TLD Will Enhance Utility of the DNS

See description immediately above.

E.27 How the Proposed TLD Enhances Competition in Registration Services and Among Registries

In the case of .inc, the fact that existing .com holders would also be able to register .inc names for their corporate sites would create greater demand for these sites. Because this demand would be provided by registries other than the .com registry, competition between registries is enhanced, leading to anticipated increase in services and decrease in registration prices by registrars seeking to attract new and existing registrants to their sites.

.xxx

E.22 How the Proposed TLDs Would Benefit the Global Internet Community

One of the most commented upon ideas for the release of new TLDs has related to a TLD, which applies specifically to adult entertainment sites. Market research shows that these sites have only continued to increase in number since the very initial stages of the web. Two rationales have been most often cited for the creation of such a TLD: (1) the creation of this TLD, coupled with voluntary self-regulation by adult entertainment websites and other sites which contain sexually explicit material, would undoubtedly lead to the development of software and web browsers whose only requirement to filter this content away from children and from those who did not wish to have their search engines pull up such sites would be to have the search engine eliminate from its results any site which operated under the .xxx TLD; and (2) the creation of such a TLD would stem the tide of the constantly growing number of adult entertainment sites seeking to register .com names and free up such names (where they were appropriate) for other purposes, opening up a whole new field of second-level domain names which could exist under the .xxx TLD as opposed to the .com TLD.

E.23 Distinction from Existing/Proposed TLDs / Benefits

.xxx would be specifically tailored for the adult entertainment industry and sites which contained sexually explicit material. No other existing TLD would cover this need directly. The benefits of having such a TLD are the two items discussed above: (1) ease of keeping the content away from children and from those who were opposed to it, and (2) stemming the number of sites that would otherwise be registered under other TLDs from these ever-expanding online content providers

The .xxx TLD also is distinct from other proposed TLDs which target the adult entertainment market. Abacus America’s research indicates that many proponents of a adult-themed TLD have focused on the “.sex” TLD. However, .xxx is broader in scope, encompassing more than just sex-related materials that might be offered by these sites. In addition, the .xxx TLD removes the word “sex” from the actual TLD, which would better serve the purposes of keeping children away from such sites when search engine protections are not in place. Since “sex” is the most searched word on the Internet, and most search engines assign the domain name with the highest priority for the search results, sites utilizing the .sex TLD would actually appear in much higher numbers in unblocked searches than sites reserved under the .xxx TLD.

E.24 Target Community / Market / Market Saturation

Many members of the adult entertainment industry have been very careful to self-regulate admission to their sites. This has most often been done with credit card verifications or through other adult verification systems. Abacus America believes that the industry will be concerned enough about self-regulation to eventually transfer all such content (or a large part of it) to an adult-oriented TLD. This move would also serve the industry’s purposes as well, since searches of adult sites could similarly be simplified by those persons who were only seeking adult content. It is also fair to note that the industry has never been shy about advertising the “XXX” nature of their content, which would now clearly be contained within their domain name of choice.

E.25 How the Proposed TLD Will Meet Unmet Needs

As described above, currently there is no TLD specifically focused to the adult entertainment industry. At the same time, there have been numerous products introduced to filter the content from this ever-expanding industry. Through the introduction of this TLD, a substantial self-regulation effort by the adult entertainment industry, and the encouragement by groups concerned about the proliferation of this content, this TLD will successfully move a large part of this content to domain names that can be easily filtered to keep the content away from children and those who object to it.

E.26 How the Proposed TLD Will Enhance Utility of the DNS

See discussion above. However, one additional point merits consideration which was not discussed above. In Abacus America’s survey of over 150,000 Internet users, the most voted-upon adult-themed TLD was .xxx, as opposed to other alternatives.

E.27 How the Proposed TLD Enhances Competition in Registration Services and Among Registries

In the case of .xxx, if ever there was a TLD that would create increased competition and increased demand for a domain name, it would be under this TLD. The amount of revenues which are generated by the adult entertainment content providers on the Internet has been well documented, and there will be immediate demand for domain names which exist under an adult-themed TLD if for no other reason than the future value of securing that name at the present time. This demand among registrants, as well as the number of new registrars which will be able to offer these registrations, will increase competition.

A discussion regarding competition should most likely focus only on competition between the registrars since the point of an adult-themed TLD is to encourage adult entertainment sites to move their content to this single TLD. This will ultimately be of greater value to the Internet community as a whole than the marginal utility that would result from having .com registries and .xxx registries battling to keep these adult-themed sites as their customers.

.fam

E.22 How the Proposed TLDs Would Benefit the Global Internet Community

In direct contrast to the purposes for creating a .xxx TLD, the .fam TLD would be targeted to the development of family and personal websites. The number of sites which are dedicated to family genealogies, pictures of family members, family histories and news and events about specific families has been growing in recent years, while the number of available names which can contain many common family names have virtually disappeared. This TLD will open up an entire new portion of the DNS for families that wish to have family-oriented content.

The TLD will also be useful to providers of family-targeted content. This may include games, movies, videos, music, ebooks, articles, news sites, etc. which are family-rated; that is, appropriate for any member of the family. In much the same way that browsers may one day limit searches to stay away from adult-oriented material, browsers may someday also be configured to keep searches within a .fam TLD so that children can be left to surf the “entire” Internet without concern as to what sites they may eventually pull up.

E.23 Distinction from Existing/Proposed TLDs / Benefits

.fam will be distinct from existing and proposed TLDs in that it is targeted specifically towards families, the most common “entity” affiliation in the United States. With rare exception, every person is a part of a family in one sense of the word or another and can create a website which is geared to content related to that family.

E.24 Target Community / Market / Market Saturation

As described above, the target market will be those persons who wish to register family-related domain names which are presently unavailable under the .com TLD for family genealogies, pictures of family members, family histories and news and events about specific families. This will also provide content providers of family-appropriate content to provide their content within this TLD.

No other existing TLD targets this market specifically. As for other proposed TLDs, most are focused on segments of the this market (kids, teens, genealogies, personal web pages, etc.) which do not address the broader family as a whole.

E.25 How the Proposed TLD Will Meet Unmet Needs

See description above.

E.26 How the Proposed TLD Will Enhance Utility of the DNS

The most obvious utility provided to the Internet community would be the availability of second-level domain names for families which are presently unavailable, or which were registered by companies or commercial entities with similar names. The second element of providing a segment of the DNS dedicated to family-oriented material would provide utility which was not previously available without the use of filtering software.

E.27 How the Proposed TLD Enhances Competition in Registration Services and Among Registries

In the case of .fam, its design as a alternative (and, of course, a competitor) to the .com TLD would immediately create a wider market under which registrants would be able to choose from a larger selection of registrars and, for the first time, registries. Competition would therefore increase, causing the anticipated increase in services and decrease in registration prices by registrars seeking to attract new and existing registrants to their sites.

.cool

E.22 How the Proposed TLDs Would Benefit the Global Internet Community

Addressing the younger generation, one of the most prevalent words in this target market’s vocabulary is the word “cool,” which has come to not only be an adjective, but a state of mind. Advertisers use the word almost as much as any other in targeting this segment, second only to the amount of times the word is used by one generation member to another to describe any host of services, products or ideas. Abacus America envisions that a whole host of e-tailers, online services, games sites and content providers will utilize the .cool TLD as the .com for the younger generation

E.23 Distinction from Existing/Proposed TLDs / Benefits

.cool will be distinct from existing and proposed TLDs in that it is targeted specifically towards the younger generation. It has no corollary in the existing .net and .org TLDs, and will be an alternative to the existing uses of the .com TLD. Its main benefits are an expansion of the names available under the DNS, providing diversity in the TLDs that can accompany available second-level domain names, while creating demand for a new TLD that is self-validating.

E.24 Target Community / Market / Market Saturation

As described above, the target market will be companies, services and content providers who seek to register domain names with direct appeal to the younger generation. The TLD is also unique in that it provides an qualitative evaluation of the second-level domain name with which it is associated (i.e., that the second-level domain name represents something that is “cool”).

No other existing TLD targets this market specifically, and the creation of a self-validating TLD would be unique. Abacus America’s market research indicates that there is substantial potential for acceptance of this TLD in the market. Once this potential was realized, there would be great demand for domain-names that were associated with the other “.cool” sites. This proposed TLD was first discovered when a survey of over 150,000 Internet users resulting in an overwhelming number of respondents suggesting the introduction of this TLD.

E.25 How the Proposed TLD Will Meet Unmet Needs

See description above.

E.26 How the Proposed TLD Will Enhance Utility of the DNS

As described, this TLD provides an alternative for companies to expand their site-name options and move away from pure .com names which have mostly become unavailable. In addition, companies, services and content providers seeking to target the younger generation may opt to register additional sites with the .cool extension which are targeted specifically towards this generation, while maintaining their existing sites for more mature generations.

E.27 How the Proposed TLD Enhances Competition in Registration Services and Among Registries

In the case of .cool, its design as a alternative (and, of course, a competitor) to the .com TLD would immediately create a wider market under which registrants would be able to choose from a larger selection of registrars and, for the first time, registries. Competition would therefore increase, causing the anticipated increase in services and decrease in registration prices by registrars seeking to attract new and existing registrants to their sites.

V. VALUE OF PROPOSAL AS A PROOF OF CONCEPT

E.28 Concepts Which Should Be Monitored

There has been a lot of speculation by registrars, industry analysts, domain name registrants and the public at large regarding how the issuance of new TLDs will affect the DNS. Most of the attention has been focused in three areas: (1) the need for new TLDs to diversify the DNS; (2) the impact that new TLDs will have on existing domain name registrants; (3) the demand for and the utility of new TLDs which are more focused in nature than the existing .com, .net and .org offerings; and (4) the overall effectiveness of launching new TLDs in the manner proposed by Abacus America. These four areas should be monitored during the next phase of TLD deployment as described more fully below.

E.29 / Concepts to Be Proven or Disproven

Within the first year of the release of the new TLDs eventually approved by ICANN, statistical data regarding the concepts discussed above should be sufficient to evaluate how the new TLDs impacted the DNS.

A. Diversity in the DNS

Domain name registration during the first year will reflect whether the new TLDs added to the types of names that were being registered, whether similar (but not infringing) names resulted because of the use of a different TLD, and whether these new TLDs provided any alternative to the .com, .net and .org structure. For example, were new small business with similar names able to register domain names with similar second-level domains because of the new TLDs? Did this in fact happen? If a search was conducted of SLDs with different TLDs, would the results show that they were owned by different registrants? in different industries? for different types of web sites?

Based on the response to each of these inquiries, ICANN and Abacus America will be in a position to evaluate whether the goal of adding diversity to the DNS was actually achieved. Because the data is readily available (a simple download of all registered names and their owners of record), simple database queries could sort the data to show patterns of diversity, or the lack thereof. With this data, ICANN will be able to evaluate whether the allowance of new TLDs, independent of other factors, was enough to cause some diversity within the DNS.

B. Impact of New TLDs on Existing Domain Name Registrants

The issues which relate to the protection of third-party rights and the issuance of new TLDs are perhaps the most often cited reasons why such an issuance should be accomplished through the use of a measured approach. And, in this regard, the most telling evidence of whether such disruption of third party rights has in fact occurred would be a tally of the number of domain dispute actions involving identical (or virtually identical) second-level domain names. An obvious example would be a dispute between the owners of toys.com and toys.biz, where each domain name was held by a different party and both were seeking to use the domain name for an online toy store.

If the number of suits involving identical (or virtually identical) second-level domain names has dramatically increased, especially if the increased number includes one of the newly-released TLDs, these facts will provide strong evidence that additional factors would need to be considered before issuing additional TLDs that could create similar problems.

C. Demand for and Utility of New Domain Names

There has been much discussion about the need for diversity because so many desirable .com names have already been registered. But will there be sufficient demand for the new TLDs which are released by ICANN following the application process? And will these new TLDs actually provide the utility that many of their proponents promised?

The easiest measure of the demand on new TLDs is to simply count the number of registrations for each. Of course, the type of TLD and its relative appeal within the Internet community as a whole must be considered. But in general, if a TLD is receiving a large number of registrations, it can safely be said to be the subject of consumer demand. At the same time, relatively lower numbers of registration may indicate a weakness in the TLD.

Another measure would be a study of the total registrations across the board. Have Internet registrations risen as a group, or was there some sort of diminishment in the registration of .com domain names that would indicate a preference or shift to other TLDs? Have any of the new TLDs achieved the type of market acceptance that the .com TLD achieved? Are any of these TLDs actually preferred over the .com TLD in certain areas of Internet content/web sites?

The measure of utility is much more subjective and difficult to evaluate. However, one means of studying the utility of new TLDs is to review the manner in which these TLDs have been used on the Internet (not taking into account the demand or diversity they create). For example, have search engines been redesigned to favor TLDs in the priority of searching? Have consumers become accustomed to limiting their searches by the TLDs that would most likely result in the content they seek? Or, has the introduction of the new TLD allowed people to actually filter out certain content (such as in the case of a .xxx TLD)? Has the introduction of new TLDs actually allowed more people to register domain names that were once unavailable because of the absence of available .com names in that field or area?

Because of the criteria used to evaluate the utility of these new TLDs, it may take somewhat longer than the initial year of operation to assess whether the utility of the new TLDs actually met expectations. This is especially true where the response to many of these inquiries will depend on technological and software upgrades which will take full advantage of the new diversity available in the DNS. However, despite the time that it may take to fully appreciate the results of these inquiries, interim evaluation of these factors should shed light on how well these new TLDs are working toward adding more utility to the DNS.

E.30 Procedures for Concepts to Be Proven or Disproven

Section E.29 above provides the procedures that should be utilizing by combining a discussion of both the concepts to be proven/disproven and the procedures by which Abacus America proposes to do so. These concepts would obviously need to be analyzed and tested in a statistical manner once the underlying data was collected.

E.31 Evaluating the Method of Launching TLDs Proposed by Abacus America and the Impact on the Long-Range Management of the DNS

Each of the concepts identified above, as well as the manner in which those concepts should be evaluated, factor into the long-range management of the DNS. Obviously, the results of this first release of new TLDs will have a strong impact on whether future releases should similarly be allowed by ICANN. More importantly, testing the concepts set forth above will provide evidence of how future TLDs will be released.

The methods proposed by this proposal focus on a voluntary registration for famous mark holders, as well as start-up period that requires that new registrations be put to an auction to avoid the type of “gold rush” mentality that rewards domain name registrations to the fastest “claim jumpers” who are able to stake out the most number of registrations in the early days of the start-up period. It gives the system a temporary “pause button” which will afford existing registrants a chance to protect their rights, while allowing potential registrants a chance to bid on a domain name for a value that the market of registrants would set for the domain name.

Abacus America believes that these concepts will prove invaluable to addressing the many competing concerns which will converge upon the allowance of these new registrations. But these concepts are also valuable to the long-term administration of the DNS because they will provide important data as to whether or not this alternative means of valuing domain names, making them available to a wider group of registrants, and protecting the rights of third parties was successful and/or preferable to the existing model of registration.

E.32 Reasons to Include the Proposed TLDs in the Initial Introduction

From a proof of concept perspective, there are several reasons to include the proposed TLDs in the initial introduction.

Initially, the proposed TLDs which Abacus America has described in this proposal contain both alternatives to the existing TLDs (which would provide diversity and free up available names) as well as more targeted TLDS (such as the adult-themed .xxx and the family-related .fam). Both types of TLDs are important test balloons to the types of TLDs that will ultimately reach acceptance once the existing structure is expanded.

There is also an important utility factor which underlies the release of each of the proposed TLDs. As described more fully in Chapter IV relating to the rationales which support the selection of each of these TLDs, the .biz TLD would exponentially expand the available commercial domain name choices as an alternative to the crowded .com market, while the .inc TLD could create a whole new Internet convention whereby companies locate their corporate information on easy-to-find websites dedicated to investors and corporate analysts. Discovering whether or not these rationales regarding each proposed TLD held true, whether the theories relating to the demand for these TLDs was accurately anticipated and whether the sought-after conventions in fact developed are as important to the study of the process as they are to the utility these TLDs would provide. Even more important would be the statistical and empirical data on whether the .xxx TLD was accepted, whether adult entertainment sites had voluntarily migrated their sites over to this new TLD and whether the software industry actually responded with methods to block out the TLD to those who sought such protection.

Even the release of more targeted TLDs such as .fam and .cool would provide valuable insight into whether these types of TLDs should be released in the future, and whether registries could fiscally afford to operate based solely on the demand for these types of TLDs.

These five TLDs were conceived based on a wide variety of reasons, target markets and anticipated demand. But together, they make up a strong group of TLDs for which significant market data could be collected and analyzed regarding how future expansion of the DNS should and could be implemented.

By signing this application through its representative, the Applicant attests that the information contained in this Description of TLD Policies, and all referenced supporting documents, are true and accurate to the best of Applicant's knowledge.

_______________________________

Signature

_______________________________

Name (please print)

_______________________________

Title

_______________________________

Name of Applicant Entity

_______________________________

Date

ATTACHMENT “A”

FORM OF REGISTRY AGREEMENT

By and between

ICANN

and

ABACUS AMERICA, INC.

REGISTRY AGREEMENT

THIS REGISTRY AGREEMENT ("Agreement") is by and between the Internet Corporation for Assigned Names and Numbers, a not-for-profit corporation, and Abacus America, Inc., a California corporation.

DEFINITIONS

For purposes of this Agreement, the following definitions shall apply:

1. A "Consensus Policy" is one adopted by ICANN as follows:

(a) "Consensus Policies" are those adopted based on a consensus among Internet stakeholders represented in the ICANN process, as demonstrated by (1) the adoption of the policy by the ICANN Board of Directors, (2) a recommendation that the policy should be adopted by at least a two-thirds vote of the council of the ICANN Supporting Organization to which the matter is delegated, and (3) a written report and supporting materials (which must include all substantive submissions to the Supporting Organization relating to the proposal) that (i) documents the extent of agreement and disagreement among impacted groups, (ii) documents the outreach process used to seek to achieve adequate representation of the views of groups that are likely to be impacted, and (iii) documents the nature and intensity of reasoned support and opposition to the proposed policy.

(b) In the event that AAI disputes the presence of such a consensus, it shall seek review of that issue from an Independent Review Panel established under ICANN's bylaws. Such review must be sought within fifteen working days of the publication of the Board's action adopting the policy. The decision of the panel shall be based on the report and supporting materials required by subsection (a) above. In the event that AAI seeks review and the Panel sustains the Board's determination that the policy is based on a consensus among Internet stakeholders represented in the ICANN process, then AAI must implement such policy unless it promptly seeks and obtains injunctive relief under Section 13 below.

(c) If, following a decision by the Independent Review Panel convened under subsection (b) above, AAI still disputes the presence of such a consensus, it may seek further review of that issue within fifteen working days of publication of the decision in accordance with the dispute resolution procedures set forth in Section 13 below; provided, however, that AAI must continue to implement the policy unless it has obtained injunctive relief under Section 13 below or a final decision is rendered in accordance with the provisions of Section 13 that relieves AAI of such obligation. The decision in any such further review shall be based on the report and supporting materials required by subsection (a) above.

(d) A policy adopted by the ICANN Board of Directors on a temporary basis, without a prior recommendation by the council of an ICANN Supporting Organization, shall also be considered to be a Consensus Policy if adopted by the ICANN Board of Directors by a vote of at least two-thirds of its members, and if immediate temporary adoption of a policy on the subject is necessary to maintain the stability of the Internet or the operation of the domain name system, and if the proposed policy is as narrowly tailored as feasible to achieve those objectives. In adopting any policy under this provision, the ICANN Board of Directors shall state the period of time for which the policy is temporarily adopted and shall immediately refer the matter to the appropriate Supporting Organization for its evaluation and review with a detailed explanation of its reasons for adopting the temporary policy and why the Board believes the policy should receive the consensus support of Internet stakeholders. If the period of time for which the policy is adopted exceeds 45 days, the Board shall reaffirm its temporary adoption every 45 days for a total period not to exceed 180 days, in order to maintain such policy in effect until such time as it meets the standard set forth in subsection (a) above. If the standard set forth in subsection (a) above is not met within the temporary period set by the Board, or the council of the Supporting Organization to which it has been referred votes to reject the temporary policy, it will no longer be a "Consensus Policy."

(e) For all purposes under this Agreement, the policies identified in Appendix A adopted by the ICANN Board of Directors before the effective date of this Agreement shall be treated in the same manner and have the same effect as "Consensus Policies."

(f) In the event that, at the time the ICANN Board adopts a policy under subsection (a) above during the term of this Agreement, ICANN does not have in place an Independent Review Panel established under ICANN's bylaws, the fifteen working day period allowed under subsection (b) above to seek review shall be extended until fifteen working days after ICANN does have such an Independent Review Panel in place and AAI shall not be obligated to comply with the policy in the interim.

2. The "Effective Date" is the date on which the Agreement is signed by ICANN and AAI.

3. The "Expiration Date" is the date specified in Section 23 below.

4. "gTLDs" means the .abc, .xyz, and .def TLDs, and any new gTLDs established by ICANN.

5. "ICANN" refers to the Internet Corporation for Assigned Names and Numbers, a party to this Agreement.

6. "AAI" refers to Abacus America, Inc., in its capacity as a domain name registry for the Registry TLDs, a party to this Agreement.

7. "Personal Data" refers to data about any identified or identifiable natural person.

8. "Registry Data" means all data maintained in electronic form in the registry database, and shall include Zone File Data, all data submitted by registrars in electronic form, and all other data concerning particular registrations or nameservers maintained in electronic form in the registry database.

9. "Registry Services" means operation of the registry for the Registry TLDs and shall include receipt of data concerning registrations and nameservers from registrars, provision of status information to registrars, operation of the registry TLD zone servers, and dissemination of TLD zone files.

10. "Registry TLDs" refers to the .abc, .xyz, and .def TLDs.

11. "SLD" refers to a second-level domain in the Internet domain name system.

12. "Term of this Agreement" begins on the Effective Date and runs through the earliest of (a) the Expiration Date, (b) termination of this Agreement under Section 14 or Section 16(B), or (c) termination of this Agreement pursuant to withdrawal of the Department of Commerce's recognition of ICANN under Section 24.

13. "TLD" refers to a top-level domain in the Internet domain name system.

14. "Zone File Data" means all data contained in domain name system zone files for the Registry TLDs as provided to TLD nameservers on the Internet.

AGREEMENTS

AAI and ICANN agree as follows:

1. Designation of Registry. ICANN acknowledges and agrees that AAI is and will remain the registry for the Registry TLD(s) throughout the Term of this Agreement.

2. Recognition in Authoritative Root Server System. In the event and to the extent that ICANN is authorized to set policy with regard to an authoritative root server system, it will ensure that (A) the authoritative root will point to the TLD zone servers designated by AAI for the Registry TLDs throughout the Term of this Agreement and (B) any changes to TLD zone server designation submitted to ICANN by AAI will be implemented by ICANN within five business days of submission. In the event that this Agreement is terminated (A) under Section 14 or 16(B) by AAI or (B) under Section 24 due to the withdrawal of recognition of ICANN by the United States Department of Commerce, ICANN's obligations concerning TLD zone server designations for the .abc, .xyz, and .def TLDs in the authoritative root server system shall be as stated in a separate agreement between ICANN and the Department of Commerce.

3. General Obligations of AAI.

(A) During the Term of this Agreement:

(i) AAI agrees that it will operate the registry for the Registry TLDs in accordance with this Agreement;

(ii) AAI shall comply, in its operation of the registry, with all Consensus Policies insofar as they:

(a) are adopted by ICANN in compliance with Section 4 below,

(b) relate to one or more of the following: (1) issues for which uniform or coordinated resolution is reasonably necessary to facilitate interoperability, technical reliability and/or stable operation of the Internet or domain-name system, (2) registry policies reasonably necessary to implement Consensus Policies relating to registrars, or (3) resolution of disputes regarding the registration of domain names (as opposed to the use of such domain names), and

(B) AAI acknowledges and agrees that upon the earlier of (i) the Expiration Date or (ii) termination of this Agreement by ICANN pursuant to Section 14, it will cease to be the registry for the Registry TLDs, unless prior to the end of the term of this Agreement AAI is chosen as the Successor Registry in accordance with the provisions of this Agreement.

(C) To the extent that Consensus Policies are adopted in conformance with Section 4 of this Agreement, the measures permissible under Section 3(A)(ii)(b) shall include, without limitation:

(i) principles for allocation of SLD names (e.g., first-come/first-served, timely renewal, holding period after expiration);

(ii) prohibitions on warehousing of or speculation in domain names by registries or registrars;

(iii) reservation of SLD names that may not be registered initially or that may not be renewed due to reasons reasonably related to (a) avoidance of confusion among or misleading of users, (b) intellectual property, or (c) the technical management of the DNS or the Internet (e.g., "example.abc" and single-letter/digit names);

(iv) the allocation among continuing registrars of the SLD names sponsored in the registry by a registrar losing accreditation; and

(v) dispute resolution policies that take into account the use of a domain name.

Nothing in this Section 3 shall limit or otherwise affect AAI's obligations as set forth elsewhere in this Agreement.

4. General Obligations of ICANN. With respect to all matters that impact the rights, obligations, or role of AAI, ICANN shall during the Term of this Agreement:

(A) exercise its responsibilities in an open and transparent manner;

(B) not unreasonably restrain competition and, to the extent feasible, promote and encourage robust competition;

(C) not apply standards, policies, procedures or practices arbitrarily, unjustifiably, or inequitably and not single out AAI for disparate treatment unless justified by substantial and reasonable cause; and

(D) ensure, through its reconsideration and independent review policies, adequate appeal procedures for AAI, to the extent it is adversely affected by ICANN standards, policies, procedures or practices.

5. Protection from Burdens of Compliance With ICANN Policies. ICANN hereby agrees to indemnify and hold harmless AAI, and its directors, officers, employees and agents from and against any and all claims, damages or liabilities arising solely from AAI's compliance as required by this Agreement with an ICANN policy adopted after both parties have entered into this Agreement, except that AAI shall not be indemnified or held harmless hereunder to the extent that the claims, damages or liabilities arise from the particular manner in which AAI has chosen to comply with the policy. In addition, AAI shall be given a reasonable period after receiving notice of adoption of an ICANN Consensus Policy in which to comply with that policy.

6. AAI Registry-Level Financial Support of ICANN. AAI, in its role as operator of the registry for the Registry TLDs, shall pay the gTLD registry-level fees adopted by ICANN in conformance with Section 4 of this Agreement, provided such fees are reasonably allocated among all gTLD registries that contract with ICANN and provided further that, if AAI's share of the total gTLD registry-level fees are or are budgeted to be in excess of $250,000 in any given year, any such excess must be expressly approved by gTLD registries accounting, in aggregate, for payment of two-thirds of all gTLD registry-level fees. AAI shall pay such fees in a timely manner throughout the Term of this Agreement, and notwithstanding the pendency of any dispute between AAI and ICANN. AAI agrees to prepay $250,000 toward its share of gTLD registry-level fees at the time of signing of this Agreement.

7. Data Escrow. AAI shall deposit into escrow all Registry Data on a schedule (not more frequently than weekly for a complete set of Registry Data, and daily for incremental updates) and in an electronic format mutually approved from time to time by AAI and ICANN, such approval not to be unreasonably withheld by either party. The escrow shall be maintained, at AAI's expense, by a reputable escrow agent mutually approved by AAI and ICANN, such approval also not to be unreasonably withheld by either party. The escrow shall be held under an agreement among ICANN, AAI, the United States Department of Commerce, and the escrow agent providing that (A) the data shall be received and held in escrow, with no use other than verification that the deposited data is complete and in proper format, until released to ICANN or to the United States Department of Commerce; (B) the data shall be released to ICANN upon termination of this Agreement by ICANN under Section 14 or upon the Expiration Date if (1) this Agreement has not sooner been terminated and (2) it has been finally determined by the ICANN Board (and no injunction obtained pursuant to Section 13 has been obtained) that AAI will not be designated as the successor registry under Section 22 of this Agreement; and (C), as may be required by terms of any cooperative agreement subsequently entered into.

8. AAI Handling of Personal Data. AAI agrees to notify registrars sponsoring registrations in the registry of the purposes for which Personal Data submitted to the registry by registrars is collected, the recipients (or categories of recipients) of such Personal Data, and the mechanism for access to and correction of such Personal Data. AAI shall take reasonable steps to protect Personal Data from loss, misuse, unauthorized disclosure, alteration or destruction. AAI shall not use or authorize the use of Personal Data in a way that is incompatible with the notice provided to registrars.

9. Publication by AAI of Registry Data.

(A) AAI shall provide an interactive web page and a port 43 Whois service providing free public query-based access to up-to-date (i.e. updated at least daily) registry database data which, in response to input of an SLD name, shall report at least the following data elements in response to queries: (a) the SLD name registered, (b) the TLD in which the SLD is registered; (c) the IP addresses and corresponding names of the primary nameserver and secondary nameserver(s) for such SLD, (d) the identity of the sponsoring Registrar, and (e) the date of the most recent modification to the domain name record in the registry database; provided, however, that if ICANN adopts a Consensus Policy that adds to or subtracts from these elements, AAI will implement that policy.

(B) To ensure operational stability of the registry, AAI may temporarily limit access under subsection (A), in which case AAI shall immediately notify ICANN of the nature of and reason for the limitation. AAI shall not continue the limitation longer than three business days if ICANN objects in writing, which objection shall not be unreasonably made. Such temporary limitations shall be applied in a nonarbitrary manner and shall apply fairly to any registrar similarly situated, including AAI.

(C) AAI as registry shall comply with Consensus Policies providing for development and operation of a capability that provides distributed free public query-based (web and command-line) access to current registration data implemented by registrars providing for capabilities comparable to WHOIS, including (if called for by the Consensus Policy) registry database lookup capabilities according to a specified format. If such a service implemented by registrars on a distributed basis does not within a reasonable time provide reasonably robust, reliable and convenient access to accurate and up-to-date registration data, AAI as registry shall cooperate and, if reasonably determined to be necessary by ICANN (considering such possibilities as remedial action by specific registrars), provide data from the registry database to facilitate the development of a centralized service providing equivalent functionality in a manner established by a Consensus Policy.

10. Rights in Data. Except as permitted by the Registrar License and Agreement, AAI shall not be entitled to claim any intellectual property rights in data in the registry supplied by or through registrars other than AAI. In the event that Registry Data is released from escrow under Section 7 or transferred to a Successor Registry under Section 22(D), any rights held by AAI as registry in the data shall automatically be licensed on a non-exclusive, irrevocable, royalty-free, paid-up basis to the recipient of the data.

11. Limitation of Liability. Neither party shall be liable to the other under this Agreement for any special, indirect, incidental, punitive, exemplary or consequential damages.

12. Specific Performance. During the Term of this Agreement, either party may seek specific performance of any provision of this Agreement as provided by Section 13, provided the party seeking such performance is not in material breach of its obligations.

13. Resolution of Disputes Under This Agreement. Disputes arising under or in connection with this Agreement, including requests for specific performance, shall be resolved in a court of competent jurisdiction or, at the election of both parties (except for any dispute over whether a policy adopted by the Board is a Consensus Policy, in which case at the election of either party), by an arbitration conducted as provided in this Section pursuant to the International Arbitration Rules of the American Arbitration Association ("AAA"). The arbitration shall be conducted in English and shall occur in Los Angeles County, California, USA. There shall be three arbitrators: each party shall choose one arbitrator and, if the two arbitrators are not able to agree on a third arbitrator, the third shall be chosen by the AAA. The parties shall bear the costs of the arbitration in equal shares, subject to the right of the arbitrators to reallocate the costs in their award as provided in the AAA rules. The parties shall bear their own attorneys' fees in connection with the arbitration, and the arbitrators may not reallocate the attorneys' fees in conjunction with their award. The arbitrators shall render their decision within ninety days of the initiation of arbitration. In all litigation involving ICANN concerning this Agreement (whether in a case where arbitration has not been elected or to enforce an arbitration award), jurisdiction and exclusive venue for such litigation shall be in a court located in Los Angeles, California, USA; however, the parties shall also have the right to enforce a judgment of such a court in any court of competent jurisdiction. For the purpose of aiding the arbitration and/or preserving the rights of the parties during the pendency of an arbitration, the parties shall have the right to seek temporary or preliminary injunctive relief from the arbitration panel or a court located in Los Angeles, California, USA, which shall not be a waiver of this arbitration agreement.

14. Termination.

(A) In the event an arbitration award or court judgment is rendered specifically enforcing any provision of this Agreement or declaring a party's rights or obligations under this Agreement, either party may, by giving written notice, demand that the other party comply with the award or judgment. In the event that the other party fails to comply with the order or judgment within ninety days after the giving of notice (unless relieved of the obligation to comply by a court or arbitration order before the end of that ninety-day period), the first party may terminate this Agreement immediately by giving the other party written notice of termination.

(B) In the event of termination by DOC of the Cooperative Agreement to be entered into between DOC and AAI, ICANN shall, after receiving express notification of that fact from DOC and a request from DOC to terminate AAI as the operator of the registry database for the Registry TLDs, terminate AAI's rights under this Agreement, and shall cooperate with DOC to facilitate the transfer of the operation of the registry database to a successor registry.

15. Assignment. Neither party may assign this Agreement without the prior written approval of the other party, such approval not to be unreasonably withheld. Notwithstanding the foregoing sentence, a party may assign this Agreement by giving written notice to the other party in the following circumstances, provided the assignee agrees in writing with the other party to assume the assigning party's obligations under this Agreement: (a) AAI may assign this Agreement as part of the transfer of its registry business approved under Section 25 and (b) ICANN may, in conjunction with a reorganization or reincorporation of ICANN and with the written approval of the Department of Commerce, assign this Agreement to another non-profit corporation organized for the same or substantially the same purposes as ICANN.

16. Relationship to Cooperative Agreement Between AAI and U.S. Government.

(A) AAI's obligations under this Agreement are conditioned on the agreement by AAI and the Department of Commerce to Amendment 19 to the Cooperative Agreement in the form attached to this Agreement as Appendix C.

(B) If within a reasonable period of time ICANN has not made substantial progress towards having entered into agreements with competing registries and AAI is adversely affected from a competitive perspective, AAI may terminate this Agreement with the approval of the U.S. Department of Commerce. In such event, as provided in Section 16(A) above, the Cooperative Agreement shall replace this Agreement.

(C) In the case of conflict while they are both in effect, and to the extent that they address the same subject in an inconsistent manner, the term(s) of the Cooperative Agreement shall take precedence over this Agreement.

17. AAI Agreements with Registrars. AAI shall make access to the Shared Registration System available to all ICANN-accredited registrars subject to the terms of the AAI/Registrar License and Agreement (attached as Appendix B). Such agreement may be revised by AAI, provided however, that any such changes must be approved in advance by ICANN. Such agreement shall also be revised to incorporate any Registry Service Level Agreement implemented under Section 18.

18. Performance and Functional Specifications for Registry Services. Unless and until ICANN adopts different standards as a Consensus Policy pursuant to Section 4, AAI shall provide registry services to ICANN-accredited registrars meeting the performance and functional specifications set forth in SRS specification version 1.0.6 dated September 10, 1999, as supplemented by Appendix E and any Registry Service Level Agreement established according to this Section 18. In the event ICANN adopts different performance and functional standards for the registry as a Consensus Policy in compliance with Section 4, AAI shall comply with those standards to the extent practicable, provided that compensation pursuant to the provisions of Section 20 has been resolved prior to implementation and provided further that AAI is given a reasonable time for implementation. In no event shall AAI be required to implement any different functional standards before 3 years from the Effective Date of this Agreement.

Within 45 days after the Effective Date, (i) representatives designated by ICANN of registrars accredited by ICANN for the Registry TLDs and (ii) AAI will establish a Registry Service Level Agreement for the registry system that shall include, at least:

(A) identified service level parameters and measurements regarding performance of the registry system, including, for example, system availability;

(B) responsibilities of registrars using the registry system and AAI (e.g., the obligation of the registrars to notify AAI of any experienced registry system outages and the obligation of AAI to respond in a timely manner to registry system outages);

(D) remedies for failure to comply with the Registry Service Level Agreement.

Unless the Registry Service Level Agreement requires fundamental architecture changes to the registry system or extraordinary increases in costs to AAI beyond what is generally required to implement a service level agreement (which is not the intent of the parties) the creation and implementation of the Registry Service Level Agreement shall not result in a price increase under Section 20.

The 45-day drafting process for the Registry Service Level Agreement shall be structured as follows: (E) the designated representatives and AAI (the "SLA Working Group") shall promptly meet and shall within 20 days after the Effective Date complete a draft of the Registry Service Level Agreement; (F) all registrars accredited by ICANN for the Registry TLDs shall have 10 days after distribution of that draft to submit comments to the SLA Working Group; and (G) the SLA Working Group shall meet again to finalize the Registry Service Level Agreement, taking into account the comments of the registrars. The 45-day period shall be subject to extension by mutual agreement of the members of the SLA Working Group. The SLA shall be implemented as soon as reasonably feasible after its completion and approval by ICANN, including by implementation in stages if appropriate.

After it is approved by the SLA Working Group and ICANN, the Registry Service Level Agreement shall be incorporated in the AAI/Registrar License and Agreement referred to in Section 17.

19. Bulk Access to Zone Files. AAI shall provide third parties bulk access to the zone files for .abc, .xyz, and .def TLDs on the terms set forth in the zone file access agreement (attached as Appendix D). Such agreement may be revised by AAI, provided however, that any such changes must be approved in advance by ICANN.

20. Price for Registry Services. The price(s) to accredited registrars for entering initial and renewal SLD registrations into the registry database and for transferring a SLD registration from one accredited registrar to another will be as set forth in Section 5 of the Registrar License and Agreement (attached as Appendix B). These prices shall be increased through an amendment to this Agreement as approved by ICANN and AAI, such approval not to be unreasonably withheld, to reflect demonstrated increases in the net costs of operating the registry arising from (1) ICANN policies adopted after the date of this Agreement, or (2) legislation specifically applicable to the provision of Registry Services adopted after the date of this Agreement, to ensure that AAI recovers such costs and a reasonable profit thereon; provided that such increases exceed any reductions in costs arising from (1) or (2) above.

21. Additional AAI Obligations.

(A) AAI shall provide all licensed Accredited Registrars (including AAI acting as registrar) with equivalent access to the Shared Registration System. AAI further agrees that it will make a certification to ICANN every six months, using the objective criteria set forth in Appendix F that AAI is providing all licensed Accredited Registrars with equivalent access to its registry services.

(B) AAI will ensure, in a form and through ways described in Appendix F that the revenues and assets of the registry are not utilized to advantage AAI's registrar activities to the detriment of other registrars.

22. Designation of Successor Registry.

(A) Not later than one year prior to the end of the term of this Agreement, ICANN shall, in accordance with Section 4, adopt an open, transparent procedure for designating a Successor Registry. The requirement that this procedure be opened one year prior to the end of the Agreement shall be waived in the event that the Agreement is terminated prior to its expiration.

(B) AAI or its assignee shall be eligible to serve as the Successor Registry and neither the procedure established in accordance with subsection (A) nor the fact that AAI is the incumbent shall disadvantage AAI in comparison to other entities seeking to serve as the Successor Registry.

(C) If AAI or its assignee is not designated as the Successor Registry, AAI or its assignee shall cooperate with ICANN and with the Successor Registry in order to facilitate the smooth transition of operation of the registry to Successor Registry. Such cooperation shall include the timely transfer to the Successor Registry of an electronic copy of the registry database and of a full specification of the format of the data.

(D) ICANN shall select as the Successor Registry the eligible party that it reasonably determines is best qualified to perform the registry function under terms and conditions developed as a Consensus Policy, taking into account all factors relevant to the stability of the Internet, promotion of competition, and maximization of consumer choice, including without limitation: functional capabilities and performance specifications proposed by the eligible party for its operation of the registry, the price at which registry services are proposed to be provided by the party, relevant experience of the party, and demonstrated ability of the party to handle operations at the required scale. ICANN shall not charge any additional fee to the Successor Registry.

(E) In the event that a party other than AAI or its assignee is designated as the Successor Registry, AAI shall have the right to challenge the reasonableness of ICANN's failure to designate AAI or its assignee as the Successor Registry under the provisions of Section 13 of this Agreement.

23. Expiration of this Agreement. The Expiration Date shall be four years after the Effective Date. This agreement will automatically renew for an one additional four year term unless either party provides the other with written notice of their intention not to renew, not fewer than 60 days prior to, and not greater than 90 days prior to the Expiration Date.

24. Withdrawal of Recognition of ICANN by the Department of Commerce. In the event that, prior to the expiration or termination of this Agreement under Section 14 or 16(B), the United States Department of Commerce withdraws its recognition of ICANN as NewCo under the Statement of Policy pursuant to the procedures set forth in Section 5 of Amendment 1 (dated November 10, 1999) to the Memorandum of Understanding between ICANN and the Department of Commerce, this Agreement shall terminate.

25. Assignment of Registry Assets. AAI may assign and transfer its registry assets in connection with the sale of its registry business only with the approval of the Department of Commerce.

26. Option to Substitute Generic Agreement. At AAI's option, it may substitute any generic ICANN/Registry agreement that may be adopted by ICANN for this Agreement; provided, however, that Sections 16, 19, 20, 21, 23, 24, and 25 of this Agreement will remain in effect following any such election by AAI.

27. Notices, Designations, and Specifications. All notices to be given under this Agreement shall be given in writing at the address of the appropriate party as set forth below, unless that party has given a notice of change of address in writing. Any notice required by this Agreement shall be deemed to have been properly given when delivered in person, when sent by electronic facsimile, or when scheduled for delivery by internationally recognized courier service. Designations and specifications by ICANN under this Agreement shall be effective when written notice of them is deemed given to Registry.

If to ICANN, addressed to:

Internet Corporation for Assigned Names and Numbers
4676 Admiralty Way, Suite 330
Marina Del Rey, California 90292
Telephone: 1/310/823-9358
Facsimile: 1/310/823-8649
Attention: Chief Executive Officer

If to Registry, addressed to:

1. Abacus America, Inc.
5266 East Gate Mall]
San Diego, CA 92121
Telephone: 1/858/558-8522
Facsimile: 1/858/450-0567
Attention: General Counsel

2.Abacus America, Inc.
5266 East Gate Mall
San Diego, CA 92121
Telephone: 1/858/558-8522
Facsimile: 1/858/450-0567
Attention: Registry General Manager

28. Dates and Times. All dates and times relevant to this Agreement or its performance shall be computed based on the date and time observed in Los Angeles, California, USA.

29. Language. All notices, designations, and specifications made under this Agreement shall be in the English language.

30. Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto pertaining to the registry for the Registry TLDs and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between the parties on that subject. This Agreement is intended to coexist with any Registrar Accreditation Agreement between the parties.

31. Amendments and Waivers. No amendment, supplement, or modification of this Agreement or any provision hereof shall be binding unless executed in writing by both parties. No waiver of any provision of this Agreement shall be binding unless evidenced by a writing signed by the party waiving compliance with such provision. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof, nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

32. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate by their duly authorized representatives.

INTERNET CORPORATION FOR ASSIGNED NAMES AND NUMBERS

By:__________________________

               [NAME]

               President and CEO

Date:  ________________________

ABACUS AMERICA, INC.

By:__________________________

               Ivan Vachovsky

               President and CEO

Date:  ________________________

ATTACHMENT “B”

FORM OF REGISTRAR LICENSE AND AGREEMENT

By and between

ABACUS AMERICA, INC.

and

[ICANN-accredited Registrars]

REGISTRAR LICENSE AND AGREEMENT

THIS REGISTRAR AND LICENSE AND AGREEMENT (the "Agreement") is dated as of __________, 1999 ("Effective Date") by and between Abacus America, Inc., a California corporation, with its principal place of business located at 5266 East Gate Mall, San Diego, CA 92121 ("AAI"or the "Registry"), and _________________, a _____________________ corporation, with its principal place of business located at ___________________________________ ("Registrar"). AAI and Registrar may be referred to individually as a "Party" and collectively as the "Parties."

WHEREAS, multiple registrars will provide Internet domain name registration services within the .abc, .def and .xyz top-level domains wherein AAI operates and maintains certain TLD servers and zone files ("Registry");

WHEREAS, Registrar wishes to register second-level domain names in the multiple registrar system for the .abc, .def and .xyz TLDs.

NOW, THEREFORE, for and in consideration of the mutual promises, benefits and covenants contained herein and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, AAI and Registrar, intending to be legally bound, hereby agree as follows:

1. DEFINITIONS

1.1. "DNS" refers to the Internet domain name system.

1.2. "IP" means Internet Protocol.

1.3. An "SLD" is a second-level domain of the DNS.

1.4. The "System" refers to the multiple registrar system developed by AAI for registration of second-level domain names in the .abc, .def and .xyz TLDs.

1.5. A "TLD" is a top-level domain of the DNS.

1.6. The "Licensed Product" refers to Abacus America’s Rudopi R software suit.

2. OBLIGATIONS OF THE PARTIES

2.1. System Operation and Access. Throughout the Term of this Agreement, AAI shall operate the System and provide Registrar with access to the System enabling Registrar to transmit domain name registration information for the .abc, .def and .xyz TLDs to the System according to a protocol developed by AAI and known as the Registry Registrar Protocol ("RRP").

2.2. Distribution of RRP, APIs and Software. No later than three business days after the Effective Date of this Agreement, AAI shall provide to Registrar (i) full documentation of the RRP, (ii) "C" and "Java" application program interfaces ("APIs") to the RRP with documentation, and (iii) reference client software ("Software") that will enable Registrar to develop its system to register second-level domain names through the System for the .abc, .def and .xyz TLDs. If AAI elects to modify or upgrade the APIs and/or RRP, AAI shall provide updated APIs to the RRP with documentation and updated Software to Registrar promptly as such updates become available.

2.3. Registrar Responsibility for Customer Support. Registrar shall be responsible for providing customer service (including domain name record support), billing and technical support, and customer interface to accept customer (the "SLD holder") orders.

2.4. Data Submission Requirements. As part of its registration of all SLD registrations in the .abc, .xyz, and .def TLDs during the Term of this Agreement, Registrar shall submit the following data elements using the RRP concerning SLD registrations it processes:

2.4.1. The name of the SLD being registered;

2.4.2. The IP addresses of the primary nameserver and secondary nameserver(s) for the SLD;

2.4.3. The corresponding host names of those nameservers;

2.4.4. Unless automatically generated by the registry system, the identity of the registrar;

2.4.5. Unless automatically generated by the registry system, the expiration date of the registration; and

2.4.6. Other data required as a result of further development of the registry system by the Registry.

2.5. License. Registrar grants AAI as Registry a non-exclusive non-transferable limited license to the data elements consisting of the SLD name registered, the IP addresses of nameservers, and the identity of the registering registrar for propagation of and the provision of authorized access to the TLD zone files.

2.6. Registrar's Registration Agreement and Domain Name Dispute Policy. Registrar shall have developed and employ in its domain name registration business an electronic or paper registration agreement, including a domain name dispute policy, a copy of which is attached to this Agreement as Exhibit A (which may be amended from time to time by Registrar, provided a copy is furnished to the Registry three (3) business days in advance of any such amendment), to be entered into by Registrar with each SLD holder as a condition of registration. Registrar shall include terms in its agreement with each SLD holder that are consistent with Registrar's duties to AAI hereunder.

2.7. Secure Connection. Registrar agrees to develop and employ in its domain name registration business all necessary technology and restrictions to ensure that its connection to the System is secure. All data exchanged between Registrar's system and the System shall be protected to avoid unintended disclosure of information. Each RRP session shall be authenticated and encrypted using two-way secure socket layer ("SSL") protocol. Registrar agrees to authenticate every RRP client connection with the System using both an X.509 server certificate issued by a commercial Certification Authority identified by the Registry and its Registrar password, which it shall disclose only to its employees with a need to know. Registrar agrees to notify Registry within four hours of learning that its Registrar password has been compromised in any way or if its server certificate has been revoked by the issuing Certification Authority or compromised in any way.

2.8. Domain Name Lookup Capability. Registrar agrees to employ in its domain name registration business AAI's Registry domain name lookup capability to determine if a requested domain name is available or currently unavailable for registration.

2.9. Transfer of Sponsorship of Registrations. Registrar agrees to implement transfers of SLD registrations from another registrar to Registrar and vice versa pursuant to the Policy on Transfer of Sponsorship of Registrations Between Registrars appended hereto as Exhibit B.

2.10. Time. Registrar agrees that in the event of any dispute concerning the time of the entry of a domain name registration into the Registry database, the time shown in the AAI Registry records shall control.

2.11. Compliance with Terms and Conditions. Registrar agrees to comply with all other reasonable terms or conditions established from time to time, to assure sound operation of the System, by AAI as Registry in a non-arbitrary manner and applicable to all registrars, including AAI, and consistent with AAI's Cooperative Agreement with the United States Government or AAI's Registry Agreement with the Internet Corporation for Assigned Names and Numbers ("ICANN"), as applicable, upon AAI's notification to Registrar of the establishment of those terms and conditions.

2.12. Resolution of Technical Problems. Registrar agrees to employ necessary employees, contractors, or agents with sufficient technical training and experience to respond to and fix all technical problems concerning the use of the RRP and the APIs in conjunction with Registrar's systems. Registrar agrees that in the event of significant degradation of the System or other emergency, Abacus America, as Registry, may, in its sole discretion, temporarily suspend access to the System. Such temporary suspensions shall be applied in a nonarbitrary manner and shall apply fairly to any registrar similarly situated, including AAI.

2.13. Surety Instrument. During the Initial Term and any Renewal Terms, Registrar shall have in place a performance bond, letter of credit or equivalent instrument (the "Surety Instrument") from a surety acceptable to AAI, in the amount of $100,000 U.S. dollars. The terms of the Surety Instrument shall indemnify and hold harmless AAI and its employees, directors, officers, representatives, agents and affiliates from all costs and damages (including reasonable attorneys' fees) which it may suffer by reason of Registrar's failure to indemnify AAI as provided in Section 6.16 by making payment(s) up to the full amount of the bond within ten (10) days of AAI's having notified the surety of its claim(s) of damages, having identified the basis for any such claim. AAI shall not be entitled to payment under the Surety Instrument until such time as it has certified that it has incurred expenses for which it is entitled to reimbursement in accordance with the provisions of Section 6.16 of this Agreement.

2.14. Prohibited Domain Name Registrations. Registrar agrees to comply with the policies of AAI as Registry that will be applicable to all registrars and that will prohibit the registration of certain domain names in the .abc, .def and .xyz TLDs which are not allowed to be registered by statute or regulation.

2.15. Indemnification Required of SLD Holders. Registrar shall require each SLD holder to indemnify, defend and hold harmless AAI, and its directors, officers, employees and agents from and against any and all claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses arising out of or relating to the SLD holder's domain name registration.

3. LICENSE

3.1. License Grant. Subject to the terms and conditions of this Agreement, AAI hereby grants Registrar and Registrar accepts a non-exclusive, non-transferable, worldwide limited license to use for the Term and purposes of this Agreement the RRP, APIs and Software, as well as updates and redesigns thereof, to provide domain name registration services in the .abc, .def and .xyz TLDs only and for no other purpose. The RRP, APIs and Software, as well as updates and redesigns thereof, will enable Registrar to register domain names with the Registry on behalf of its SLD holders. Registrar, using the RRP, APIs and Software, as well as updates and redesigns thereof, will be able to invoke the following operations on the System: (i) check the availability of a domain name, (ii) register a domain name, (iii) re-register a domain name, (iv) cancel the registration of a domain name it has registered, (v) update the nameservers of a domain name, (vi) transfer a domain name from another registrar to itself with proper authorization, (vii) query a domain name registration record, (viii) register a nameserver, (ix) update the IP addresses of a nameserver, (x) delete a nameserver, (xi) query a nameserver, and (xii) establish and end an authenticated session.

3.2. Limitations on Use. Notwithstanding any other provisions in this Agreement, except with the written consent of AAI, Registrar shall not: (i) sublicense the RRP, APIs or Software or otherwise permit any use of the RRP, APIs or Software by or for the benefit of any party other than Registrar, (ii) publish, distribute or permit disclosure of the RRP, APIs or Software other than to employees, contractors, and agents of Registrar for use in Registrar's domain name registration business, (iii) decompile, reverse engineer, copy or re-engineer the RRP, APIs or Software for any unauthorized purpose, or (iv) use or permit use of the RRP, APIs or Software in violation of any federal, state or local rule, regulation or law, or for any unlawful purpose.

Registrar agrees to employ the necessary measures to prevent its access to the System granted hereunder from being used for (i) the transmission of unsolicited, commercial e-mail (spam) to entities other than Registrar's customers; (ii) high volume, automated, electronic processes that apply to AAI for large numbers of domain names, except as reasonably necessary to register domain names or modify existing registrations; or (iii) high volume, automated, electronic, repetitive queries for the purpose of extracting data to be used for Registrar's purposes, except as reasonably necessary to register domain names or modify existing registrations.

3.3. Changes to Licensed Materials. AAI may from time to time make modifications to the RRP, APIs or Software licensed hereunder that will enhance functionality or otherwise improve the System. AAI will provide Registrar with at least sixty (60) days notice prior to the implementation of any material changes to the RRP, APIs or software licensed hereunder.

4. SUPPORT SERVICES

4.1. Engineering Support. AAI agrees to provide Registrar with reasonable engineering telephone support (between the hours of 9 a.m. to 5 p.m. local San Diego, California time or at such other times as may be mutually agreed upon) to address engineering issues arising in connection with Registrar's use of the System.

4.2. Customer Service Support. During the Term of this Agreement, AAI will provide reasonable telephone and e-mail customer service support to Registrar, not SLD holders or prospective customers of Registrar, for non-technical issues solely relating to the System and its operation. AAI will provide Registrar with a telephone number and e-mail address for such support during implementation of the RRP, APIs and Software. First-level telephone support will be available on a 7-day/24-hour basis. AAI will provide a web-based customer service capability in the future and such web-based support will become the primary method of customer service support to Registrar at such time.

5. FEES

5.1. License Fee. As consideration for the license of the RRP, APIs and Software, Registrar agrees to pay AAI on the Effective Date a non-refundable one-time fee in the amount of $ 10,000 payable in United States dollars (the "License Fee") and payable by check to Abacus America, Inc., Attention: Registry Accounts Receivable, 5266 East Gate Mall San Diego, CA 92121 or by wire transfer to [Bank], for the credit of Abacus America, Inc., Account [Confidential], ABA [Confidential], Swift, [Confidential]. No later than three (3) business days after either the receipt (and final settlement if payment by check) of such License Fee, or the Effective Date of this Agreement, whichever is later, AAI will provide the RRP, APIs and Software to Registrar.

5.2. Registration Fees.

(a) From the Effective Date of this Agreement through January 15, 2000, Registrar agrees to pay AAI the non-refundable amounts of $18 United States dollars for each initial two-year domain name registration and $9 United States dollars for each one-year domain name re-registration (collectively, the "Registration Fees") registered by Registrar through the System.

(b) Thereafter, and for the balance of the term of this Agreement, Registrar agrees to pay AAI the non-refundable amounts of $6 United States dollars for each annual increment of an initial domain name registration and $6 United States dollars for each annual increment of a domain name re-registration (collectively, the "Registration Fees") registered by Registrar through the System.

(c) AAI reserves the right to adjust the Registration Fees prospectively upon thirty (30) days prior notice to Registrar, provided that such adjustments are consistent with AAI's Cooperative Agreement with the United States Government or its Registry Agreement with ICANN, as applicable, and are applicable to all registrars in the .abc, .def and .xyz TLDs. AAI will invoice Registrar monthly in arrears for each month's Registration Fees. All Registration Fees are due immediately upon receipt of AAI's invoice pursuant to a letter of credit, deposit account, or other acceptable credit terms agreed by the Parties.

5.3. Change in Registrar Sponsoring Domain Name. Registrar may assume sponsorship of an SLD holder's existing domain name registration from another registrar by following the policy set forth in Exhibit B to this Agreement. Registrar agrees to pay AAI the applicable Registration Fee as set forth above. For transfers taking place after January 15, 2000, this shall result in a corresponding extension of the existing registration, provided that in no event shall the total unexpired term of a registration exceed ten (10) years. The losing registrar's Registration Fees will not be refunded as a result of any such transfer.

5.4. Non-Payment of Registration Fees. Timely payment of Registration Fees is a material condition of performance under this Agreement. In the event that Registrar fails to pay its Registration Fees, either initial or re-registration fees, within five (5) days of the date when due, AAI may stop accepting new registrations and/or delete the domain names associated with invoices not paid in full from the Registry database and give written notice of termination of this Agreement pursuant to Section 6.1(b) below.

6. MISCELLANEOUS

6.1. Term of Agreement and Termination.

(a) Term of the Agreement. The duties and obligations of the Parties under this Agreement shall apply from the Effective Date through and including the last day of the calendar month sixty (60) months from the Effective Date (the "Initial Term"). Upon conclusion of the Initial Term, all provisions of this Agreement will automatically renew for successive five (5) year renewal periods until the Agreement has been terminated as provided herein, Registrar elects not to renew, or AAI ceases to operate as the registry for the .abc, .def and .xyz TLDs. In the event that revisions to AAI's Registrar License and Agreement are approved or adopted by the U.S. Department of Commerce, or ICANN, as appropriate, Registrar will execute an amendment substituting the revised agreement in place of this Agreement, or Registrar may, at its option exercised within fifteen (15) days, terminate this Agreement immediately by giving written notice to AAI.

(b) Termination For Cause. In the event that either Party materially breaches any term of this Agreement including any of its representations and warranties hereunder and such breach is not substantially cured within thirty (30) calendar days after written notice thereof is given by the other Party, then the non-breaching Party may, by giving written notice thereof to the other Party, terminate this Agreement as of the date specified in such notice of termination.

(c) Termination at Option of Registrar. Registrar may terminate this Agreement at any time by giving AAI thirty (30) days notice of termination.

(d) Termination Upon Loss of Registrar's Accreditation. This Agreement shall terminate in the event Registrar's accreditation by ICANN, or its successor, is terminated or expires without renewal.

(e) Termination in the Event that Successor Registry is Named. This Agreement shall terminate in the event that the U.S. Department of Commerce or ICANN, as appropriate, designates another entity to serve as the registry for the .abc, .xyz. and .def TLDs (the "Successor Registry").

(f) Termination in the Event of Bankruptcy. Either Party may terminate this Agreement if the other Party is adjudged insolvent or bankrupt, or if proceedings are instituted by or against a Party seeking relief, reorganization or arrangement under any laws relating to insolvency, or seeking any assignment for the benefit of creditors, or seeking the appointment of a receiver, liquidator or trustee of a Party's property or assets or the liquidation, dissolution or winding up of a Party's business.

(g) Effect of Termination. Upon expiration or termination of this Agreement, AAI will complete the registration of all domain names processed by Registrar prior to the date of such expiration or termination, provided that Registrar's payments to AAI for Registration Fees are current and timely. Immediately upon any expiration or termination of this Agreement, Registrar shall (i) transfer its sponsorship of SLD name registrations to another licensed registrar(s) of the Registry, in compliance with any procedures established or approved by the U.S. Department of Commerce or ICANN, as appropriate, and (ii) either return to AAI or certify to AAI the destruction of all data, software and documentation it has received under this Agreement.

(h) Survival. In the event of termination of this Agreement, the following shall survive: (i) Sections 2.6, 2.7, 6.1(g), 6.6, 6.7, 6.10, 6.12, 6.13, 6.14 and 6.16; (ii) the SLD holder's obligations to indemnify, defend, and hold harmless AAI, as stated in Section 2.16; (iii) the surety's obligations under the Surety Instrument described in Section 2.14 with respect to matters arising during the term of this Agreement; and (iv) Registrar's payment obligations as set forth in Section 5.2 with respect to initial registrations or re-registrations during the term of this Agreement. Neither Party shall be liable to the other for damages of any sort resulting solely from terminating this Agreement in accordance with its terms but each Party shall be liable for any damage arising from any breach by it of this Agreement.

6.2. No Third Party Beneficiaries; Relationship of The Parties. This Agreement does not provide and shall not be construed to provide third parties (i.e., non-parties to this Agreement), including any SLD holder, with any remedy, claim, cause of action or privilege. Nothing in this Agreement shall be construed as creating an employer-employee or agency relationship, a partnership or a joint venture between the Parties.

6.3. Force Majeure. Neither Party shall be responsible for any failure to perform any obligation or provide service hereunder because of any Act of God, strike, work stoppage, governmental acts or directives, war, riot or civil commotion, equipment or facilities shortages which are being experienced by providers of telecommunications services generally, or other similar force beyond such Party's reasonable control.

6.4. Further Assurances. Each Party hereto shall execute and/or cause to be delivered to each other Party hereto such instruments and other documents, and shall take such other actions, as such other Party may reasonably request for the purpose of carrying out or evidencing any of the transactions contemplated by this Agreement.

6.5. Amendment in Writing. Any amendment or supplement to this Agreement shall be in writing and duly executed by both Parties.

6.6. Attorneys' Fees. If any legal action or other legal proceeding (including arbitration) relating to the performance under this Agreement or the enforcement of any provision of this Agreement is brought against either Party hereto, the prevailing Party shall be entitled to recover reasonable attorneys' fees, costs and disbursements (in addition to any other relief to which the prevailing Party may be entitled).

6.7. Dispute Resolution; Choice of Law; Venue. The Parties shall attempt to resolve any disputes between them prior to resorting to litigation. This Agreement is to be construed in accordance with and governed by the internal laws of the State of California, United States of America without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of California to the rights and duties of the Parties. Any legal action or other legal proceeding relating to this Agreement or the enforcement of any provision of this Agreement shall be brought or otherwise commenced in any state or federal court located in the County of Los Angeles, California. Each Party to this Agreement expressly and irrevocably consents and submits to the jurisdiction and venue of each state and federal court located in the County of Los Angeles, California (and each appellate court located in the State of California) in connection with any such legal proceeding.

6.8. Notices. Any notice or other communication required or permitted to be delivered to any Party under this Agreement shall be in writing and shall be deemed properly delivered, given and received when delivered (by hand, by registered mail, by courier or express delivery service, by e-mail or by telecopier during business hours) to the address or telecopier number set forth beneath the name of such Party below, unless party has given a notice of a change of address in writing:

if to Registrar:

__________________________________________
__________________________________________
__________________________________________
__________________________________________
__________________________________________
__________________________________________

with a copy to:

if to AAI:

Abacus America, Inc.
5266 East Gate Mall
San Diego California 92121
Attention: Director, Customer Affairs
Telecopier: +1 (858) 450-0567
E-mail:

with a copy to:

Gary Wollberg, Counsel
Musick, Peeler & Garrett
225 Broadway, Suite 1900
San Diego California 92101
Telecopier: + 1 (619) 231-1234

6.9. Assignment/Sublicense. Except as otherwise expressly provided herein, the provisions of this Agreement shall inure to the benefit of and be binding upon, the successors and permitted assigns of the Parties hereto. Registrar shall not assign, sublicense or transfer its rights or obligations under this Agreement to any third person without the prior written consent of AAI.

6.10. Use of Confidential Information. The Parties' use and disclosure of Confidential Information disclosed hereunder are subject to the terms and conditions of the Parties' Confidentiality Agreement (Exhibit C) that will be executed contemporaneously with this Agreement. Registrar agrees that the RRP, APIs and Software are the Confidential Information of AAI.

6.11. Delays or Omissions; Waivers. No failure on the part of either Party to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of either Party in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise or waiver of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. No Party shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such Party; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

6.12. Limitation of Liability. IN NO EVENT WILL AAI BE LIABLE TO REGISTRAR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES RESULTING FROM LOSS OF PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF AAI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.13. Construction. The Parties agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not be applied in the construction or interpretation of this Agreement.

6.14. Intellectual Property. Subject to Section 2.6 above, each Party will continue to independently own its intellectual property, including all patents, trademarks, trade names, service marks, copyrights, trade secrets, proprietary processes and all other forms of intellectual property.

6.15. Representations and Warranties

(a) Registrar. Registrar represents and warrants that: (1) it is a corporation duly incorporated, validly existing and in good standing under the law of the ______________, (2) it has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement, (3) it is, and during the Term of this Agreement will continue to be, accredited by ICANN or its successor, pursuant to an accreditation agreement dated after November 4, 1999, (4) the execution, performance and delivery of this Agreement has been duly authorized by Registrar, (5) no further approval, authorization or consent of any governmental or regulatory authority is required to be obtained or made by Registrar in order for it to enter into and perform its obligations under this Agreement, and (6) Registrar's Surety Instrument provided hereunder is a valid and enforceable obligation of the surety named on such Surety Instrument.

(b) AAI. AAI represents and warrants that: (1) it is a corporation duly incorporated, validly existing and in good standing under the laws of the State of California, (2) it has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement, (3) the execution, performance and delivery of this Agreement has been duly authorized by AAI, and (4) no further approval, authorization or consent of any governmental or regulatory authority is required to be obtained or made by AAI in order for it to enter into and perform its obligations under this Agreement.

(c) Disclaimer of Warranties. The RRP, APIs and Software are provided "as-is" and without any warranty of any kind. AAI EXPRESSLY DISCLAIMS ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY OR SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. AAI DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE RRP, APIs OR SOFTWARE WILL MEET REGISTRAR'S REQUIREMENTS, OR THAT THE OPERATION OF THE RRP, APIs OR SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE RRP, APIs OR SOFTWARE WILL BE CORRECTED. FURTHERMORE, AAI DOES NOT WARRANT NOR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE RRP, APIs, SOFTWARE OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. SHOULD THE RRP, APIs OR SOFTWARE PROVE DEFECTIVE, REGISTRAR ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION OF REGISTRAR'S OWN SYSTEMS AND SOFTWARE.

6.16. Indemnification. Registrar, at its own expense and within thirty (30) days of presentation of a demand by AAI under this paragraph, will indemnify, defend and hold harmless AAI and its employees, directors, officers, representatives, agents and affiliates, against any claim, suit, action, or other proceeding brought against AAI or any affiliate of AAI based on or arising from any claim or alleged claim (i) relating to any product or service of Registrar; (ii) relating to any agreement, including Registrar's dispute policy, with any SLD holder of Registrar; or (iii) relating to Registrar's domain name registration business, including, but not limited to, Registrar's advertising, domain name application process, systems and other processes, fees charged, billing practices and customer service; provided, however, that in any such case: (a) AAI provides Registrar with prompt notice of any such claim, and (b) upon Registrar's written request, AAI will provide to Registrar all available information and assistance reasonably necessary for Registrar to defend such claim, provided that Registrar reimburses AAI for its actual and reasonable costs. Registrar will not enter into any settlement or compromise of any such indemnifiable claim without AAI's prior written consent, which consent shall not be unreasonably withheld. Registrar will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by AAI in connection with or arising from any such indemnifiable claim, suit, action or proceeding.

6.17. Entire Agreement; Severability. This Agreement, which includes Exhibits A, B and C, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes any prior agreements, representations, statements, negotiations, understandings, proposals or undertakings, oral or written, with respect to the subject matter expressly set forth herein. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, each Party agrees that such provision shall be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby. If necessary to effect the intent of the Parties, the Parties shall negotiate in good faith to amend this Agreement to replace the unenforceable language with enforceable language that reflects such intent as closely as possible.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date set forth in the first paragraph hereof.

Abacus America, Inc.

By:________________________

Name:_____________________

Title:______________________

[Registrar]

By:________________________

Name:_____________________

Title:______________________

Exhibit A to Registrar and License Agreement

Registrar's Dispute Policy

[UNIFORM DISPUTE RESOLUTION POLICY]

Exhibit B to Registrar and License Agreement

Policy on Transfer of Sponsorship of Registrations Between Registrars

Registrar Requirements.

The registration agreement between each Registrar and its SLD holder shall include a provision explaining that an SLD holder will be prohibited from changing its Registrar during the first 60 days after initial registration of the domain name with the Registrar. Beginning on the 61st day after the initial registration with the Registrar, the procedures for change in sponsoring registrar set forth in this policy shall apply. Enforcement shall be the responsibility of the Registrar sponsoring the domain name registration.

For each instance where an SLD holder wants to change its Registrar for an existing domain name (i.e., a domain name that appears in a particular top-level domain zone file), the gaining Registrar shall:

1) Obtain express authorization from an individual who has the apparent authority to legally bind the SLD holder (as reflected in the database of the losing Registrar).

a) The form of the authorization is at the discretion of each gaining Registrar.
b) The gaining Registrar shall retain a record of reliable evidence of the authorization.

2) In those instances when the Registrar of record is being changed simultaneously with a transfer of a domain name from one party to another, the gaining Registrar shall also obtain appropriate authorization for the transfer. Such authorization shall include, but not be limited to, one of the following:

a) A bilateral agreement between the parties.
b) The final determination of a binding dispute resolution body.
c) A court order.

3) Request, by the transmission of a "transfer" command as specified in the Registry Registrar Protocol, that the Registry database be changed to reflect the new Registrar.

a) Transmission of a "transfer" command constitutes a representation on the part of the gaining Registrar that:

(1) the requisite authorization has been obtained from the SLD holder listed in the database of the losing Registrar, and
(2) the losing Registrar will be provided with a copy of the authorization if and when requested.

In those instances when the Registrar of record denies the requested change of Registrar, the Registrar of record shall notify the prospective gaining Registrar that the request was denied and the reason for the denial.

Instances when the requested change of sponsoring Registrar may be denied include, but are not limited to:

1) Situations described in the Domain Name Dispute Resolution Policy
2) A pending bankruptcy of the SLD Holder
3) Dispute over the identity of the SLD Holder
4) Request to transfer sponsorship occurs within the first 60 days after the initial registration with the Registrar

In all cases, the losing Registrar shall respond to the e-mail notice regarding the "transfer" request within five (5) days. Failure to respond will result in a default "approval" of the "transfer."

Registry Requirements.

Upon receipt of the "transfer" command from the gaining Registrar, the Registry will transmit an e-mail notification to both Registrars.

The Registry shall complete the "transfer" if either:

1) the losing Registrar expressly "approves" the request, or
2) the Registry does not receive a response from the losing Registrar within five (5) days.

When the Registry's database has been updated to reflect the change to the gaining Registrar, the Registry will transmit an email notification to both Registrars.

Records of Registration.

Each SLD holder shall maintain its own records appropriate to document and prove the initial domain name registration date, regardless of the number of Registrars with which the SLD holder enters into a contract for registration services.

Exhibit C to Registrar and License Agreement

CONFIDENTIALITY AGREEMENT

THIS CONFIDENTIALITY AGREEMENT is entered into by and between Abacus America, Inc. ("AAI"), a California corporation having its principal place of business in San Diego, CA, and ________________________, a _________ corporation having its principal place of business in __________________ ("Registrar"), through their authorized representatives, and takes effect on the date executed by the final party (the "Effective Date").

Under this Confidentiality Agreement ("Confidentiality Agreement"), the Parties intend to disclose to one another information which they consider to be valuable, proprietary, and confidential.

NOW, THEREFORE, the parties agree as follows:

1. Confidential Information

1.1. "Confidential Information", as used in this Confidentiality Agreement, shall mean all information and materials including, without limitation, computer software, data, information, databases, protocols, reference implementation and documentation, and functional and interface specifications, provided by the disclosing party to the receiving party under this Confidentiality Agreement and marked or otherwise identified as Confidential, provided that if a communication is oral, the disclosing party will notify the receiving party in writing within 15 days of the disclosure.

2. Confidentiality Obligations

2.1. In consideration of the disclosure of Confidential Information, the Parties agree that:

(a) The receiving party shall treat as strictly confidential, and use all reasonable efforts to preserve the secrecy and confidentiality of, all Confidential Information received from the disclosing party, including implementing reasonable physical security measures and operating procedures.

(b) The receiving party shall make no disclosures whatsoever of any Confidential Information to others, provided however, that if the receiving party is a corporation, partnership, or similar entity, disclosure is permitted to the receiving party's officers, employees, contractors and agents who have a demonstrable need to know such Confidential Information, provided the receiving party shall advise such personnel of the confidential nature of the Confidential Information and of the procedures required to maintain the confidentiality thereof, and shall require them to acknowledge in writing that they have read, understand, and agree to be individually bound by the terms of this Confidentiality Agreement.

(c) The receiving party shall not modify or remove any Confidential legends and/or copyright notices appearing on any Confidential Information.

2.2. The receiving party's duties under this section (2) shall expire five (5) years after the information is received or earlier, upon written agreement of the Parties.

3. Restrictions On Use

3.1. The receiving party agrees that it will use any Confidential Information received under this Confidentiality Agreement solely for the purpose of providing domain name registration services as a registrar and for no other purposes whatsoever.

3.2. No commercial use rights or any licenses under any patent, patent application, copyright, trademark, know-how, trade secret, or any other AAI proprietary rights are granted by the disclosing party to the receiving party by this Confidentiality Agreement, or by any disclosure of any Confidential Information to the receiving party under this Confidentiality Agreement.

3.3. The receiving party agrees not to prepare any derivative works based on the Confidential Information.

3.4. The receiving party agrees that any Confidential Information which is in the form of computer software, data and/or databases shall be used on a computer system(s) that is owned or controlled by the receiving party.

4. Miscellaneous

4.1. This Confidentiality Agreement shall be governed by and construed in accordance with the laws of the State of California and all applicable federal laws. The Parties agree that, if a suit to enforce this Confidentiality Agreement is brought in the U.S. Federal District Court for the Central District of California, they will be bound by any decision of the Court.

4.2. The obligations set forth in this Confidentiality Agreement shall be continuing, provided, however, that this Confidentiality Agreement imposes no obligation upon the Parties with respect to information that (a) is disclosed with the disclosing party's prior written approval; or (b) is or has entered the public domain through no fault of the receiving party; or (c) is known by the receiving party prior to the time of disclosure; or (d) is independently developed by the receiving party without use of the Confidential Information; or (e) is made generally available by the disclosing party without restriction on disclosure.

4.3. This Confidentiality Agreement may be terminated by either party upon breach by the other party of any its obligations hereunder and such breach is not cured within three (3) calendar days after the allegedly breaching party is notified by the disclosing party of the breach. In the event of any such termination for breach, all Confidential Information in the possession of the Parties shall be immediately returned to the disclosing party; the receiving party shall provide full voluntary disclosure to the disclosing party of any and all unauthorized disclosures and/or unauthorized uses of any Confidential Information; and the obligations of Sections 2 and 3 hereof shall survive such termination and remain in full force and effect. In the event that the Registrar License and Agreement between the Parties is terminated, the Parties shall immediately return all Confidential Information to the disclosing party and the receiving party shall remain subject to the obligations of Sections 2 and 3.

4.4. The terms and conditions of this Confidentiality Agreement shall inure to the benefit of the Parties and their successors and assigns. The Parties' obligations under this Confidentiality Agreement may not be assigned or delegated.

4.5. The Parties agree that they shall be entitled to seek all available legal and equitable remedies for the breach of this Confidentiality Agreement.

4.6. The terms and conditions of this Confidentiality Agreement may be modified only in a writing signed by AAI and Registrar.

4.7. EXCEPT AS MAY OTHERWISE BE SET FORTH IN A SIGNED, WRITTEN AGREEMENT BETWEEN THE PARTIES, THE PARTIES MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, AS TO THE ACCURACY, COMPLETENESS, CONDITION, SUITABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY OF ANY CONFIDENTIAL INFORMATION, AND THE PARTIES SHALL HAVE NO LIABILITY WHATSOEVER TO ONE ANOTHER RESULTING FROM RECEIPT OR USE OF THE CONFIDENTIAL INFORMATION.

4.8. If any part of this Confidentiality Agreement is found invalid or unenforceable, such part shall be deemed stricken herefrom and the Parties agree: (a) to negotiate in good faith to amend this Confidentiality Agreement to achieve as nearly as legally possible the purpose or effect as the stricken part, and (b) that the remainder of this Confidentiality Agreement shall at all times remain in full force and effect.

4.9. This Confidentiality Agreement contains the entire understanding and agreement of the Parties relating to the subject matter hereof.

4.10. Any obligation imposed by this Confidentiality Agreement may be waived in writing by the disclosing party. Any such waiver shall have a one-time effect and shall not apply to any subsequent situation regardless of its similarity.

4.11. Neither Party has an obligation under this Confidentiality Agreement to purchase, sell, or license any service or item from the other Party.

4.12. The Parties do not intend that any agency or partnership relationship be created between them by this Confidentiality Agreement.

IN WITNESS WHEREOF, and intending to be legally bound, duly authorized representatives of AAI and Registrar have executed this Confidentiality Agreement in Virginia on the dates indicated below.

("Registrar") Abacus America, Inc. ("AAI")

By: ____________________________                By: __________________________
Title: ___________________________                  Title:_________________________
Date:___________________________                      Date:_________________________

Updated August 15, 2000