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APNIC Document identity
Title: APNIC Non-Member Resource Services Agreement
Short title: non-member-agreement
Document ref: APNIC-088
Version: 001
Date of original publication: 1 July 2002
Date of this version: 1 July 2002
Review scheduled: n/a
Obsoletes: n/a
Status: Active
Comments: n/a
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APNIC Non-Member Resource Services Agreement
General details
---------------
Organization's details
Name of organization: _____________________________
Address for notices and legal correspondence:
a) Street or postal address:
_______________________________________
_______________________________________
_______________________________________
_______________________________________
b) Email address:
_______________________________________
Following details to be inserted by APNIC Pty Ltd
Account name: ________________________
(as assigned by
APNIC Pty Ltd)
Account commencement date: ________________________
Recitals
--------
A. APNIC Pty Ltd ("APNIC") is a non-profit proprietary limited
company incorporated under Australian law.
B. APNIC is charged with promoting responsible management of
Internet resources throughout the Asia Pacific region, as well
developing and providing services that support the operation of
those resources.
C. APNIC ensures open and transparent communications and consensus
-driven decision-making processes within the Asia Pacific
region to develop policies and guidelines for the responsible
management of Internet resources and related services.
D. APNIC provides certain resource assignment, registration, and
database services to organizations which are not members of
APNIC.
E. In consideration of APNIC considering resource request
applications from the Organization, and the Organization
agreeing to pay all relevant non-member fees, APNIC and the
Organization agree that the following terms will govern their
relationship.
1 Definitions
-------------------
The definitions and interpretation provisions of the APNIC Definitions
Document apply to this agreement.
2 Term
------------
2.1 Commencement & term
This agreement commences upon receipt by APNIC of the
non-member resource service fee from the Organization (the
"account commencement date") and continues until terminated by
either party.
2.2 Maintenance fees
(a) The non-member maintenance fees applicable to any
services provided under this agreement shall become due
on each anniversary of the account commencement date.
(b) If the Organization fails to pay the non-member
maintenance fees within 30 days of the due date, then
APNIC may, by written notice to the Organization, revoke
all of the Organization's rights under the APNIC
Documents.
2.3 Termination upon insolvency event
If there is an insolvency event then APNIC may by written
notice immediately revoke all of the Organization's rights
under the APNIC Documents and terminate this agreement.
3 Obligations
-------------------
3.1 APNIC's obligations
APNIC must:
(a) establish and maintain mechanisms which support open
communications within the Asia Pacific Internet
community, for the development of policies and procedures
relating to Internet resource management;
(b) provide services (including delegated resources) to the
Organization in accordance with the APNIC Documents;
(c) not disclose to any person (except to the APNIC General
Secretariat, Internet Administration Authorities, staff
and contractors performing necessary work for APNIC who
sign a non-disclosure agreement, or as legally required
to do so) any confidential information which the
Organization provides to APNIC;
(d) maintain the APNIC Documents in accordance with the
Document Review Policy, and make all reasonable efforts
to keep current versions of those documents publicly
available on the APNIC website.
3.2 The Organization's obligations
The Organization must:
(a) promptly pay all fees and charges due to APNIC, including
maintenance fees, in accordance with the APNIC Fee
Schedule;
(b) not provide any information to APNIC which is false or
misleading;
(c) inform APNIC as soon as possible of any changes in
material information which the Organization has
previously supplied to APNIC;
(d) comply with this agreement and all APNIC Documents.
3.3 Liability and indemnity
(a) To the extent permitted by law, APNIC excludes all
liability to the Organization arising out of or in
connection with this agreement, the APNIC Documents or
delegated resources. This exclusion applies, without
limitation, to all liability in contract or tort for
actions or omissions of APNIC and its employees, agents,
and contractors.
(b) The Organization indemnifies APNIC against the full
amount of all expenses, losses, damages, and costs that
APNIC may incur as a result, whether directly or
indirectly, of any breach of this agreement or any APNIC
Document by the Organization, its employees, contractors,
or agents.
4 Notices, responses, and appeals
---------------------------------------
4.1 Notice
(a) If APNIC reasonably believes that the Organization has
breached this agreement or any of the APNIC Documents
then APNIC must send a written notice ("Notice") to the
Organization.
(b) The Notice must:
(1) describe the nature of the breach that APNIC
believes has occurred, and the course of action
necessary to remedy the breach;
(2) specify a reasonable period for the Organization to
provide a response to the breach notice within the
terms of clause 4.2, or to take the action necessary
to remedy the breach; and
(3) advise the Organization of APNIC's intended action
if the breach is not remedied.
4.2 Response to Notice
The Organization must, by the time specified in clause
4.1(b)(2) send APNIC a response to the Notice detailing that
either:
(a) the Organization has not committed the breach; or
(b) the Organization has remedied the breach in accordance
with clause 4.1(b)(1); or
(c) exceptional circumstances exist which justify the
Organization retracting or revising the Notice.
4.3 Subsequent actions
If the period specified in clause 4.1(b)(2) expires and, taking
full account of any responses received under clause 4.2, APNIC
reasonably believes that the breach has not been remedied then
APNIC may, in its discretion, either send the Organization:
(a) a subsequent Notice as described in section 4.1(b); or
(b) a written notice immediately revoking some or all of the
Organization's rights under the APNIC Documents
(including, without limitation, delegated resources);
and/or immediately terminating this agreement.
4.4 Appeal to Executive Council
If the Organization believes that APNIC has failed to
adequately consider all relevant circumstances or has acted
unreasonably in sending a revocation notice under clause
4.3(b), then the Organization may appeal to the APNIC Executive
Council, which must consider the appeal within 30 days. If the
Executive Council decides that the Organization's appeal is
justified then APNIC will withdraw the revocation notice.
4.5 Acknowledgment by the Organization
The Organization acknowledges that:
(a) if the Organization receives a notice under clauses
2.2(b) or 4.3(b) then the Organization must immediately
cease using the delegated resources specified in the
notice; and
(b) if the Organization fails to comply with clause 4.5(a),
then subject to the court's discretion, APNIC may by an
injunction or similar remedy restrain the Organization
from using the relevant delegated resources.
5 General
---------------
5.1 APNIC Documents
The Organization agrees that:
(a) the APNIC Documents may be amended from time to time in
accordance with the Document Review Policy;
(b) any such amendments are binding upon the Organization;
(c) APNIC Documents as they exist from time to time form an
integral part of and apply fully to this agreement; and
(d) if this agreement is terminated, the Organization shall
continue to be bound by the provisions of this agreement
and other APNIC Documents to the extent that the
provisions relate to the use of resources or disputes
arising from this agreement or any other APNIC documents.
5.2 Governing law
(a) This agreement is governed by the laws of Queensland,
Australia.
(b) Subject to the Dispute Resolution Document, the
Organization and APNIC irrevocably submit to the
exclusive jurisdiction of the courts of Queensland,
Australia.
5.3 To the extent not excluded by law
The rights, duties and remedies granted or imposed under the
provisions of this agreement operate to the extent not excluded
by law.
Executed as an agreement:
-------------------------
Signed for
______________________________________
(Organization)
by its authorized representative: in the presence of:
______________________________________ ___________________________
Signature of authorized representative Signature of Witness
______________________________________ ___________________________
Full name of authorized representative Full name of Witness
(please print) (please print)
__________________________________________________
Official company title of authorized representative
(please print)
Signed for
APNIC Pty Ltd
by its authorized representative: in the presence of:
______________________________________ ___________________________
Signature of authorized representative Signature of Witness
______________________________________ ___________________________
Full name of authorized representative Full name of Witness
(please print) (please print)
__________________________________________________
Official company title of authorized representative
(please print)