This Agreement ("Agreement") is entered into by and between you (the "Registrar") and its affiliates, subsidiaries and assignees and dotPH Domains, INC. ("dotPH"), through their authorized representatives, and takes effect on the date of execution by the final party (the "Effective Date").

Whereas, the Registrar's objective, through this Agreement, is to enhance its service offerings.

Whereas, dotPH is a registry of sub-domains of the PH country code top level domains, namely: .ph, .com.ph, .org.ph, .mil.ph and .net.ph (the "Domain/s") and has established a Domain Registration Service (the "Service") for accomplishing such registrations on the Internet;

Whereas, by this Agreement, dotPH offers its Service to the Registrar, including access to the dotPH Domain Server and to dotPH Confidential Information to facilitate registration;

Whereas, this Registrar service agreement ("Service Agreement" or "Agreement") is submitted to dotPH Domains, INC.("dotPH") for the purpose of applying for and registering sub-domains of the PH country-code top level domain ("Domain") on the Internet. Registrar agrees to be bound by the terms of this Service Agreement and the terms of dotPH's Policies ("dotPH Policies") which exist now or in the future may be published by dotPH at dotPH's web site at http://www.dot.ph ("dotPH's Site"). dotPH may modify this Agreement and dotPH Policies from time to time. dotPH is responsible for publishing dotPH Policies applicable to its Registrars on dotPH's Site. Registrar is solely responsible for reviewing the dotPH Policies on a regular basis, as the updated dotPH Policies are effective fifteen (15) calendar days after the initial date of posting of such revisions or modification on dotPH's Site. dotPH Policies, which Registrar acknowledges and understands may be changed or modified by dotPH from time to time, are incorporated into this Agreement by this reference. By Registrar's use of its Registrar Account following the effective date of any revision of dotPH Policies, Registrar agrees to be bound by such revisions to dotPH Policies. In the event Registrar does not wish to be bound by the updated dotPH Policies, Registrar's sole remedy is to terminate its Registrar Account and this Agreement by following the appropriate dotPH Policies regarding such termination.

Now, Therefore, for and in consideration of the foregoing recitals, the parties have hereunto agreed as follows:

  1. Definitions

    1. "Confidential Information" means any information disclosed by either party to the other party, either directly or indirectly, in writing, electronically, orally or by inspection of tangible objects and includes information relating to either party's product plans, designs, protocols, products, know-how, processes, costs, prices, finances, marketing plans, business opportunities, personnel, research and development. The Registrar agrees that dotPH's databases, the customer data collected and aggregated by dotPH through the Domain registration process, and all dotPH processes and protocols provided by dotPH under this Agreement are the Confidential Information of dotPH. "Confidential Information" shall not include information that (i) is or enters the public domain through no fault of the receiving party; (ii) is known and has been reduced to tangible form by the receiving party prior to the time of disclosure and is not subject to restriction; (iii) is independently developed by the receiving party without access to or use of the Confidential Information; or (iv) is made generally available by the disclosing party without restriction on disclosure.

    2. "Domain Server" shall mean the Internet domain name lookup server, including all hardware operating system software, application software and associated databases, or the functional equivalent, which is maintained by dotPH exclusively for facilitating the registration and look-up of Domains by dotPH's Registrars.

    3. "Domain Registration Service" (the "Service") shall mean dotPH's service offering to dotPH's Registrar (the Registrar).

    4. "dotPH Policies" shall refer to the policies appearing in dotPH's website, as may be modified by dotPH from time to time.

    5. "Domain" or "Domains" shall mean and include all sub-domains of the PH country code top level domain.

  2. Development and Delivery

    1. dotPH Development. dotPH shall, at dotPH's sole expense, provide the Registrar with access to the Domain Server and certain dotPH Confidential Information. dotPH shall also provide e-mail support to facilitate the integration of the Service with the Registrar's service offerings.

    2. Registrar Development. The Registrar shall, at the Registrar's sole expense, integrate the Registrar software, website, system and/or processes to enable access, lookups, on-line registration and general access to dotPH's Domain Server.

  3. Rights

    1. Ownership. dotPH shall retain all right, title and interest in and to the Domain Server, including any and all modifications to the Domain Server, and dotPH's Confidential Information and shall not be obligated to pay to the Registrar any royalties or other consideration dotPH may receive for any licenses, assignments, sales, leases, or other transfers or distribution of dotPH's Confidential Information. The Registrar shall retain all right, title and interest in and to the Registrar service offerings and/or modification of its software, website systems and processes and shall not be obligated to pay to dotPH any royalties or other consideration it may receive for any licenses, assignments, sales, leases, or other transfers or distribution of the Registrar software, systems and/or processes.

    2. Right to Use the Domain Server. Subject to the terms and conditions contained herein, dotPH hereby grants to the Registrar and the Registrar accepts a non-exclusive, non-transferable, limited right to use dotPH's Domain Server, including all improvements, enhancements, modifications, revisions and updates thereto (whether created by dotPH, the Registrar or any third party), and dotPH's Confidential Information provided under this Agreement solely for the purpose of registration through dotPH's Registrar Program and no other purpose. The Registrar understands that this Agreement does not convey title to or ownership of dotPH's Domain Server and dotPH's Confidential Information as provided herein. As between dotPH and the Registrar, dotPH shall continue to own the Domain Server and dotPH's Confidential Information, including all trade secrets, copyrights, patents and other proprietary rights therein and any and all modifications thereto, whether created by dotPH, the Registrar or any third party. Other terms and conditions concerning the use of or access to dotPH's Domain Server shall be embodied in dotPH's Policies.

    3. Use Limitations. The rights granted in Paragraph 3.b above is subject to certain limits to the Registrar's use of dotPH's Domain Server and dotPH's Confidential Information, including, without limitation, each of the following:

      (A) Distribution. The Registrar agrees that it shall not, except as expressly provided herein, sublicense, license, rent, sell, loan, give or otherwise distribute all or any part of dotPH's Confidential Information (as defined in 1.a above) or any derivative works based upon dotPH's Confidential

      Information, to any third party, unless approved in advance and in writing by dotPH.

      (B) Access. The Registrar will restrict access to the Domain Server and dotPH's Confidential Information to its employees who are required to have access to the Domain Server or to dotPH's Confidential Information in connection with the performance of their duties for the Registrar in connection with this Agreement, and who are bound by written agreements containing obligations of confidentiality and appropriate works-for-hire language regarding the Registrar ownership of all inventions, discoveries and copyrightable works created by such employees.

      (C) Copies. The Registrar agrees that all data contained on dotPH's Domain Server is the Confidential Information of dotPH and that, except as provided in Paragraph 3.2 above, the Registrar shall not copy the data contained therein, or any other Confidential Information, in whole or in part, without the prior written consent of dotPH.

      (D) Proprietary Notices. The Registrar shall not alter, remove or conceal any copyright, patent, trade secret or other confidential/proprietary rights notices that may appear on or within the Domain Server, related documents or dotPH's Confidential Information.

    4. Attribution. During the term of this Agreement, each party agrees to attribute to and acknowledge the other party's contribution to this Agreement and all trademark copyrights and other ownership rights.
    5. Exclusivity. During the term of this Agreement, the Registrar shall not register PH country code top-level domains through any registrar other than dotPH.
  4. Support and Compatibility

    1. Support. The Registrar shall provide its customers with end-user support for the registration of Domains at the Registrar's sole expense. For the term of this agreement, dotPH shall provide, at no cost to the Registrar, operational support to the Registrar for problems determined to be outside of and beyond the Registrar registration process and determined to be attributable to dotPH ?s Domain Server.

    2. Compatibility. dotPH further agrees to notify the Registrar of any change to the Domain Server that affects integration with the Registrar's website.

  5. Obligations of the Registrar

    Registrars must:

    1. Provide complete, accurate and up-to-date contact information, including postal address, telephone numbers and email addresses. It is the Registrar's responsibility to ensure that this information is current at all times.

    2. Ensure that its employees, affiliates, and personnel offering domain name service are trained on and informed of all Registrar?s obligations as specified in the Registry-Registrar Agreement.

    3. Clearly identify their company as a dotPH Registrar by displaying the 'dotPH Accredited Registrar' logo on their site.

    4. Not portray itself as a part of the dotPH Registry, as a joint venture or an affiliated company of dotPH in any representation to Registrants, whether via letters, emails or claims on the Registrar's website.

    5. Not perform any action that prevents any legitimate domain name registration or renewal.

    6. Not send a renewal notice for a domain name, or anything that could reasonably be construed to be a renewal notice, to a registrant or any other person, unless both:

      • the Registrar sending the renewal notice is the registrar-of-record; and
      • the recipient is noted on the register as either the registrant or one of the contacts for the domain name.

    7. Not make an offer to a registrant for whom they are not currently the registrar-of-record or to any person, for domain name services unless:

      • the offer does not include specific domain name or related information such as expiry or renewal dates and it is clear that the offer is a solicitation for new business;
      • the offer includes a statement that the registrant is under no obligation to respond in any way. The offer should specify that a registrant can choose to continue to manage their domain name registration through the registrant?s current Registrar and that nothing will happen to their domain name, or their rights to it, if they do not respond;
      • it is clearly explained that any registrant may be required to transfer between Registrars if they accept the offer. Any costs associated with the transfer need to be clearly identified;
      • the contact information for any registrant is not obtained from the dotPH WHOIS server or dotPH's Confidential Information.

    8. Failure to abide by the terms of this Section may result in suspension or termination of the Registrar's account, at the sole discretion of dotPH.

  6. Marketing

    1. Press Release. The parties agree to cooperate with each other in a joint press release following the execution of this Agreement. Both parties shall agree upon the content, timing and necessity of all such press releases.

    2. Use of dotPH Logo. For the term of this Agreement, dotPH hereby grants to the Registrar and the Registrar accepts a limited, non-exclusive, non-transferable right to use and display, on its web site wherein it offers its web hosting, web design or related services, the dotPH logo designated by dotPH, for the sole purpose of identifying it as a member of dotPH's Registrar Program. dotPH will provide the Registrar with electronic versions of the dotPH logo and trademark for the Registrar's use. All representations of the dotPH logo and trademark that the Registrar uses will be exact copies of those provided by dotPH. dotPH reserves the right to designate or change the dotPH logo and the Registrar's compliance with this provision shall commence upon receipt of notice from dotPH.

  7. Payment Provisions

    Effectivity of Registration. Unless otherwise provided herein or in dotPH's policies, the registration of Domains shall be effective upon registration of Registrar through the Registrar login. In the event the Registrar fails to pay for domains registered on the agreed period of time, the names will be terminated and be made available again.

  8. Confidentiality

    1. Non-disclosure. Each party shall protect the other party's Confidential Information from unauthorized dissemination and use, with the same degree of care that such party uses to protect its own like information, but in no event less than reasonable care. Neither party will use the other party's Confidential Information for purposes other than those necessary to directly further the purposes of this Agreement. Neither party will disclose to third parties the other party's Confidential Information without the prior written consent of the other party. The Registrar further agrees not to use dotPH's Confidential Information in connection with the operation of a registrar or registry of Domains. Except as expressly provided in this Agreement, no license or other rights are granted in any Confidential Information received by a party under this Agreement. Both parties acknowledge that the restrictions relating to Confidential Information contained in this Agreement are reasonable and necessary to protect their legitimate interests and that violation of these restrictions will cause irreparable damage to the other party and each party agrees that the other party will be entitled to injunctive relief against each violation.

    2. Development Rights. The parties' obligations of confidentiality under this Agreement shall not be construed to limit either party's right to independently develop or acquire products without the use of the other party's Confidential Information.

  9. Warranties and Representations

    1. The Registrar. The Registrar hereby warrants and represents that (i) it has all requisite corporate power and corporate authority to execute, deliver and perform its obligations under this Agreement; (ii) the execution, performance and delivery of this Agreement has been duly authorized by the Registrar; and (iii) no approval, authorization, registration, filing, consent or other action of any governmental, quasi-governmental or regulatory authority in the Registrar's country is required or necessary to be obtained, taken or made by the Registrar or dotPH in order for either of the parties to enter into and perform its obligations under this Agreement or for this Agreement to be fully valid and enforceable against the Registrar and dotPH according to the terms and conditions set forth herein.

    2. dotPH. dotPH hereby warrants and represents that (i) it has all requisite corporate power and corporate authority to execute, deliver and perform its obligations under this Agreement; (ii) the execution, performance and delivery of this Agreement has been duly authorized by dotPH; and (iii) no approval, authorization or consent of any governmental authority in the Philippines is required to be obtained or made by dotPH in order for it to enter into and perform its obligations under this Agreement.

  10. Limitation of Liability

    NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES ARISING FROM THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, LOSS OF DATA, OR USE OF EQUIPMENT.

  11. Notification

    Notices. All notices and requests in connection with this Agreement shall be deemed given as of the day they are received either by fax, email, messenger, delivery service, or mail, postage prepaid, certified or registered, return receipt requested, and addressed as follows:

    To dotPH: dotPH Domains, Inc.
    Attention: Jose Emmanuel Disini
    Email Address: [email protected]
    Phone: (632) 8637-2104/05
    Fax: (632) 8632-7319
    Copy to: General Counsel
    Fax: (632) 8722-2167

  12. Non-Exclusivity

    1. Non-exclusivity. Except as otherwise provided herein, the parties agree and hereby acknowledge that no promises or understandings of exclusivity have been made to induce either party to execute this Agreement. The Registrar may contract with, and apply the Registrar software, website, systems and/or processes to other Internet registries or registrars. dotPH may contract with and apply the Domain Registration Service and dotPH's Confidential Information to other Internet and On-Line Service Providers.

    2. Preference. the Registrar hereby agrees that dotPH's Service and associated linkages, pointers and references used by the Registrar for registration of Domains will appear in the same or equally prominent position as the registry or registrar of other country code TLD or other global TLDs in all the Registrar products and services which offer access to domain name registration services for the Internet. In addition, the Registrar shall place the dotPH logo in its home page and shall maintain an active hyperlink to the dotPH official website.

  13. Termination

    1. Term. The term of this Agreement shall commence as of the date on which this Agreement is electronically signed and submitted to dotPH and shall continue for a period of three (3) years or until terminated as provided in this Section.

    2. Termination For Cause. Either party may suspend performance and/or terminate this Agreement immediately upon written notice at any time if:

      1. the other party is in material breach of any material warranty, term, condition or covenant of this Agreement, other than those contained in Section 8, and fails to cure that breach within thirty (30) days after written notice thereof; or

      2. the other party is in material breach of Section 8.

    3. Termination For Convenience. Either party may terminate this Agreement at any time, without cause, upon thirty (30) days' prior written notice to the other party.

    4. Effect of Termination. In the event of termination of this Agreement for any reason, Sections 8, 9, 10, 11, 16, 17, and 18 shall survive. Neither party shall be liable to other for damages of any sort resulting solely from terminating this Agreement in accordance with its terms.

  14. Relationship of the Parties

    Nothing in this Agreement shall be construed as creating an employer-employee relationship, a partnership, or a joint venture between the parties.

  15. Taxes

    Each party shall be responsible for and pay its own sales taxes, use taxes and any other taxes imposed by any jurisdiction as a result of (a) the entry into this Agreement; (b) the performance of any of the provisions of this Agreement; or (c) the transfer of any property, rights or any other grant hereunder. Notwithstanding the foregoing, the Registrar shall be liable for all taxes imposed upon dotPH by the taxing authority within the Registrar's jurisdiction and for this purpose, the Registrar shall not be permitted to deduct or withhold such taxes from any and all payments due to dotPH hereunder.

  16. Governing Law

    This Agreement shall be governed by the laws of the Philippines as though entered into between Philippine residents and to be performed entirely within the Philippines and both the Registrar and dotPH consent to jurisdiction and venue in the courts of Pasig City, Philippines.

  17. Assignment

    Neither party may assign this Agreement without the prior approval of the other party, which approval shall not be unreasonably withheld. This Agreement shall be binding upon and inure the benefit of each party's respective successors and lawful assignees.

  18. Entirety

    If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. Failure by either party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision. This Agreement has been negotiated by the parties and their respective counsel and will be interpreted fairly in accordance with its terms and without any strict construction in favor of or against either party.

  19. Construction

    This Agreement shall not be effective until signed by both parties. This Agreement, ALONG WITH THE ATTACHED DOTPH RESELLER INFORMATION POLICY INCLUDING ANY AMENDMENTS OR MODIFICATIONS THAT MAY LATER BE MADE THERETO, PROVIDED THE SAME ARE PUBLISHED AND POSTED ON THE DOTPH WEBSITE at http://www.dot.ph ("dotPH's Site") PURSUANT TO SEC. 1 OF THE SAID DOTPH RESELLER INFORMATION POLICY, constitutes the entire agreement between parties with respect to the services and all other subject matter hereof and supersedes all prior and contemporaneous communications.

    IN WITNESS WHEREOF, the parties have entered into this Agreement.

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