Overview

Registry Operators with Premium or Basic Production Support Subscriptions receive priority maintenance software upgrades, patches and enterprise technical support for troubleshooting and resolving production software issues involving the CoCCA Registry software.

Subscriptions give organizations the advantage of exceptionally quick responses to installation, configuration, problem diagnosis, bug identification and resolution issues. All issues are addressed in a timely and professional manner consistent with the Service Levels detailed in your Subscription Terms and Conditions agreement.

Note: Production support does not include assistance in learning how to write or modify database applications. It does however, include help in tracking down suspected bugs or performance issues.

Subscription Terms and Conditions

These Subscription Terms and Conditions apply to the provision of support subscription services ("Subscription Services") to be provided by CoCCA Registry Services (NZ) Limited ("CoCCA"), with a principal place of business is 11a Wynyard Street, Devonport NZ, 0624 to the purchaser identified on an Order Form (the "Customer"). Together with the Order Form, these terms and conditions form an agreement between CoCCA and Customer ("Agreement"). This Agreement is effective as of the date the Order Form is signed by both parties ("Effective Date").

1. Subscription Services. CoCCA will apply the Subscription Services to software ("Software") listed on to the Order Form. Support terms are set forth in Exhibit A which follows below. The use of the software ("Software") is governed by the terms of the CoCCA license agreement - attached as Exhibit B.

2. Payment Terms. Customer agrees to pay CoCCA the fees set forth in the Exhibit A. Unless an Order Form states otherwise, Customer will pay all invoices within thirty (30) days from receipt of invoice. Customer will be responsible for reimbursement of CoCCA's out-of-pocket expenses incurred in performing its duties under any Order Form, including, but not limited to, expenses for travel, lodging, and similar items. Customer will reimburse CoCCA's expenses no later than thirty (30) days after the date of CoCCA's invoice. If Customer does not pay invoices when due, CoCCA may charge interest at up to one percent (1%) per month on the unpaid balance. If Customer fails to make any payment to CoCCA when due, CoCCA may, at its sole discretion and without affecting its rights under this Agreement, cancel or suspend work on any pending Order Forms.

3. Confidential Information. Customer and CoCCA agree to maintain the confidentiality of any proprietary information received by the other party during, or prior to entering into, this Agreement that a party should know is confidential or proprietary based on the circumstances surrounding the disclosure, including, without limitation, non-public technical and business information ("Confidential Information") during the term of this Agreement and for a period of two (2) years after the termination of this Agreement. This section will not apply to: (i) any information that was in the public domain at or subsequent to the time such Confidential Information was communicated to the receiving party by the other party, (ii) was rightfully in the receiving party's possession free of any obligation of confidence at or subsequent to the time such Confidential Information was communicated by the other party, and (iii) was developed by the receiving party or its employees, contractors or agents independently of and without reference to any Confidential Information. A disclosure of any Confidential Information: (x) in response to a valid order by a court or other governmental body or (y) as otherwise required by law will not be considered to be a breach of this Agreement or a waiver of confidentiality for other purposes; provided, however, that the receiving party will provide prompt advance written notice thereof to the disclosing party to enable the disclosing party to seek a protective order or otherwise prevent such disclosure. The receiving party of any Confidential Information of the other party agrees not to use said Confidential Information for any purpose except as necessary to fulfill its obligations and exercise its rights under this Agreement. The receiving party will protect the secrecy of and avoid disclosure and unauthorized use of the disclosing party's Confidential Information to the same degree that it takes to protect its own confidential information and in no event less than reasonable care. Each party agrees to notify the other party in writing promptly upon discovery of any unauthorized access, disclosure, or use of the Confidential Information.

4. Retention of Rights. Customer agrees that nothing in this Agreement will be deemed to prohibit or limit CoCCA's use, now or at any time, of ideas, concepts, know-how, methods, techniques, skill, knowledge and experience, in any way whatsoever, that are used or developed in the performance of Subscription Services under this Agreement or any Order Form. Further, Customer agrees that should CoCCA perform Subscription Services on products licensed by CoCCA or used by CoCCA to provide Subscription Services, then CoCCA retains, and Customer hereby assigns, all right, title, and interest in and to all modifications, enhancements, customizations, source code, acquired or developed during the performance of the Subscription Services under this Agreement or any Order Form.

5. Warranties.

5.1 Performance. CoCCA represents and warrants that the Subscription Services will be performed in a professional manner consistent with the level of care, skill, practice and judgment exercised by other professionals in performing services of a similar nature under similar circumstances by personnel with requisite skills, qualifications and licenses needed to carry out such work. For any breach of the warranty set forth in Section 5.1, Customer's sole and exclusive remedy, and CoCCA's sole and exclusive obligation, will be for CoCCA to use commercially reasonable efforts to correction of defective work, within a reasonable time, so as to comply with generally accepted industry standards. Any claim based on the breach of the foregoing warranty must be submitted in writing within thirty (30) days from the date of delivery.

5.2 Disclaimer. COCCA DISCLAIMS ALL OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ALL WARRANTIES THAT MAY ARISE FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.

6. Limitation of Liability. Notwithstanding any other clause in this Agreement, in no event will CoCCA be liable for any special, indirect, incidental, punitive or consequential damages (including, without limitation, any failure to realize savings or other benefits; any loss of use; or any claims made by or any payments made to any third person), any loss of revenue or profits, any loss and/or damage arising from or in connection with a virus, or any loss of data and/or damage arising there from or relating thereto, in each case arising from or in connection with this Agreement or the use or performance of any Software whether in an action based on contract, tort or any other legal theory, whether or not CoCCA has been notified of the possibility thereof. Notwithstanding any other clause in this Agreement, in no event will CoCCA's total aggregate liability for any damages arising from or in connection with this Agreement or the use or performance of any Software whether in actions based on contract, tort or any other legal theory, and whether or not CoCCA has been notified of the possibility thereof, exceed the amount paid under this Agreement during the twelve (12) month period preceding the date of the claim. The foregoing limitations, exclusions and disclaimers are an allocation of the risk between the parties and will apply to the maximum extent permitted by applicable law, even if any remedy fails in its essential purpose.

7. Term and Termination. This Agreement is effective as of the Effective Date and will continue until the earlier of the expiration of the Subscription Services or until terminated as set forth in this Section. Either party may terminate this Agreement by giving written notice to the other, in the event the other party (i) ceases to do business in the ordinary course, (ii) becomes or is declared insolvent or bankrupt, (iii) is the subject of any proceeding related to its liquidation or insolvency, which proceeding, if involuntary, is not dismissed within sixty (60) days, (iv) makes an assignment for the benefit of its creditors, or (v) materially breaches any provision of this Agreement and fails to remedy such breach within thirty (30) days after receipt of written notice of such breach given by the non-breaching party.. Sections 2 -10 will survive the expiration or termination of this Agreement. In addition, Customer will pay CoCCA all monies that become due prior to the date of termination.

8. Miscellaneous.

8.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof, notwithstanding any different or additional terms that may be contained in the form of purchase order or other document used by Customer to place orders or otherwise effect transactions hereunder. This Agreement supersedes all prior or contemporaneous discussions, proposals and agreements between the parties relating to the subject matter of this Agreement. No amendment, modification or waiver of any provision of this Agreement will be effective unless in writing and signed by both parties. Unless the parties expressly state that a term of this Order Form supersedes the terms of this Agreement, the terms of this Agreement will control and supersede the terms of the Order Form.

8.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining portions will remain in full force and effect and such provision will be enforced to the maximum extent possible so as to effect the intent of the parties and will be reformed to the extent necessary to make such provision valid and enforceable provided, however, that if Sections 5 and 7 cannot be modified to be valid and enforceable, this Agreement will be deemed invalid in its entirety.

8.3 Force Majeure. Neither party will be liable or deemed to be in breach for any delay or failure in performance of this Agreement or any Order Form (except for the payment of money) or interruption of services resulting directly or indirectly from acts of God, civil or military authority, war, riots, civil disturbances, accidents, fire, earthquake, floods, strikes, lock-outs, labor disturbances, foreign or governmental order, or any other cause beyond the reasonable control of such party.

8.4 Governing Law and Venue. This Agreement will be governed by the laws of Australia without regard for its choice of law provisions. All disputes arising out of or relating to this Agreement will be submitted to the exclusive jurisdiction of the courts of West Australia, and each party irrevocably consents to such personal jurisdiction and waives all objections to this venue.

8.5 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, which consent will not be unreasonably withheld, provided that no consent will be necessary if this Agreement is being assigned by a party to an acquirer of all or substantially all of the party's assets (or the assets of the party's applicable business unit), whether by merger, sale or exchange of stock, sale of assets or otherwise and in this case, the party may assign this Agreement by providing written notice to the other party.

8.6 Independent Contractor. The relationship of the parties is that of independent contractors. Neither party will be deemed to be the legal representative of the other nor will it have any right to bind the other party to any contract or commitment. This Agreement does not, and will not, be construed to create an employer-employee, agency, joint venture or partnership relationship between the parties. Each party agrees to assume complete responsibility for its own employees regarding federal or state

8.7 Notice. All notices and other communications herein permitted or required under this Agreement may be sent by email, postage prepaid, via registered or certified mail or overnight courier, return receipt requested, or delivered personally to the parties at their respective addresses, or to such other address as either party will give to the other party in the manner provided herein for giving notice. Notice will be considered given upon receipt.

9. Definitions.

9.1 "Business Day" means 8:00 AM to 8:00 PM (local time) Monday through Friday excluding any CoCCA holidays.
9.2 "Documentation" means the performance specifications related to the functionality of the support Version of the Software.
9.3 "Error" means a reproducible defect in the Software that causes the Software not to operate substantially in all material respects in accordance with its Documentation.
9.4 "General Release Date" means the date upon which CoCCA announces on its website or otherwise that an Upgrade has entered general release.
9.5 "Initial Response Period" means, for any single Support Request, the elapsed period measured from the time that Customer initiates the Support Request until CoCCA provides a Response.
9.6 "Maintenance Release" means a version of a Software identified by the second digit to the right of the decimal point ((x).xX)
9.7 "Named Contacts" mean the individuals authorized to contact CoCCA for Support. Such individuals should be trained and knowledgeable about the Software and the CoCCA resolution procedures to be used with the Software. Named Contacts may be changed by providing CoCCA with at least ten (10) days prior written notice. Customers purchasing Basic Subscriptions are entitled to one (1) Named Contact and Customers purchasing Premium Subscriptions are entitled to four (4) Named Contacts.
9.8 "Release" means a version of a Software identified by the first digit to the left of the decimal point ((X).xx).
9.9 "Resolution Response Goal Period" is the goal for CoCCA of the time required to provide a documented fix that restores full (or near full) functionality to Customer.
9.10 "Response" means CoCCA.s acknowledgment of a Support Request received from Customer.
9.11 "Severity 1 Error" means a catastrophic production Error in the Software which severely impacts Customer's production systems, or in which the Software in Customer's production systems are down or not functioning; or an Error in the Software which is causing a loss of production data and no procedural work around exists. Severity 1 Errors also include security breaches.
9.12 "Severity 2 Error" means the Software, which is in production, is operational but certain major functions are not performing in accordance with the Documentation and no workaround is available.
9.13 "Severity 3 Error" means (a) minor functions of the Software, which is in production, are not performing in accordance with the Documentation or (b) the Software, which is in development or a test environment, is not performing in accordance with the Documentation.
9.14 "Support Request" means a request communicated by Customer to CoCCA using the designated procedure to report an Error and to request a correction of such Error.
9.15 "Upgrade" means any new Release, Version and Maintenance Fix to the Software made available by CoCCA to the Customer.
9.16 "Version" means a later version of the Software identified by a change in the digits to the right of the decimal point ((x).Xx).

Exhibit A  ------------

1. Support Services. CoCCA will use reasonable commercial efforts to respond to the Support Request from the Named Contacts within the Initial Response Period below.

Service Level		ccTLD Basic	ccTLD Premium
Software Enhancement Requests		None	40 Hours Labour
Severity Error Level 1 Response		3 Business Days	24 Hours
Severity Error Level 2 Response		5 Business Days	48 Hours
Severity Error Level 3 Response		10 Business Days	5 Business Days
Initial Response Time Target		2 Business Days	2 Hour
Support Hours		Business Hours	24 x 7
Number of Annual Support Incidents		Unlimited	Unlimited
Incident Type		Production Support	Production Support
Annual Subscription - AUD		10,000	27,000

2. Access, Upgrades and Term of Support for Versions.

2.1 CoCCA will make available to Customer each new Upgrade on its General Release Date.

2.2 CoCCA will make available to Customer the source code, release candidates, patches and new releases of the CoCCA Registry system for the duration of the Agreement.

2.3 Use of the CoCCA system is royalty free and license perpetual, Customer is not required to maintain a Support Subscription to use the Software.

2.4 CoCCA understands that the Customer intends to use the Software for operation of an ASCII /or IDN ccTLD and shall ensure that the package complies with relevant ICANN and IETF requirements while this support agreement remains in effect.

2.5 CoCCA shall assist with installation and migration of legacy data, and where requested perform remote upgrades.

2.6 CoCCA shall provide ccTLDAdmin with access to the Software in accordance with the CoCCA ?license: http://www.cocca.org.nz/index.php/cocca-tools/licence.html ).

2.2 CoCCA will provide installation support for each Version on the following terms:

(i) For the first two years after the General Release Date of a Version, CoCCA will provide the Support for all Severity Error Levels and make new Upgrades available to Customer on their General Release Date;

(ii) For subsequent years following the General Release of a Version, CoCCA will provide Support, at its discretion, only for Severity 1 Errors and Severity 2 Errors and make new Upgrades available at its discretion.

3. Escrow.

3. Support Prerequisites. Customer will cooperate with and provide assistance to CoCCA as CoCCA may reasonably request in order to assist CoCCA in the performance of Support, including, without limitation, providing all necessary assistance and information (according to the formats and templates specified by CoCCA) to CoCCA's support personnel reasonably required to enable such personnel to determine if a Customer problem is related to an Error or is due to some other issue. Customer will provide CoCCA server access or functioning test code which reproduces and isolates the Error. The test code will have extraneous comments and code removed and to the extent possible, will be fully self-contained and automated, and will demonstrate the precise Error reported rather than other possible problems. The test code must be reproducible on CoCCA's test systems. If Customer finds it necessary or expedient to include third party code or libraries in the test code submitted to CoCCA, Customer is responsible for obtaining permission from the applicable third party for such submission. If Customer cannot provide test code which reproduces the problem, CoCCA may be unable to resolve the Error, but will be available to work with Customer to assist in the development of a test case. All Support is provided remotely from CoCCA's offices. Customer will provide CoCCA with access (via remote telecommunications and, if applicable, on-site access) at Customer's premises to the extent reasonably necessary to allow CoCCA to provide the Support. Customer will bear all costs associated with procuring, installing and maintaining all equipment, telephone lines and communications interfaces necessary for CoCCA to have the necessary telecommunications access to provide Support. If CoCCA personnel travel to a Customer location for an issue that is not an Error in the Software, CoCCA may charge Customer standard consulting rates plus travel and living expenses.

4. Exclusions. CoCCA will not be compelled to provide Support in any of the following circumstances:

4.1 A failure of hardware, equipment or programs not covered by this Agreement;

4.2 Customer's failure to comply with operating instructions contained in the Documentation;

4.3 A modification, enhancement or customization of the Software by anyone other than CoCCA;

4.4 Any cause or causes beyond the reasonable control of CoCCA (e.g. floods, fires, loss of electricity or other utilities), errors arising from anything other than Software, such as databases, web-servers or hardware;

4.5 Installation, configuration, management and operation of the Customer's applications;

4.6 Software obtained from anyplace other than through the CoCCA website; or

4.7 APIs interfaces or data formats other than those included with the Software.

4.8 Use of the Software for providing time-sharing services, service bureau services or as part of an application services provider or software as a service offering;

CoCCA will have no obligation to provide Support if Customer has not paid all applicable fees payable pursuant to this Agreement, or is otherwise not in compliance with the terms of this Agreement.

5. Premium Service Upgrade. Customer may upgrade to Premium Service Level by giving written notice to CoCCA and paying the fee set by CoCCA for the Premium Service Level.

Exhibit B ----------