------------------------------------------------------------------- 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 -------------------------------------------------------------------- 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)