By and Between ST Registry and ST Partner

This Memorandum of Agreement is entered between Bahnhof ST Registry, Box 6220, 10234 Stockholm, Sweden (registry service at URL www.nic.st ) appointed as ST Registry by IANA / ICANN, and .ST Domain Partner.

Activation of agreement:

This agreement between ST Registry and ST Partner is valid The Date ST Partner initiates the service by performing first invoice payment (online or wire payment) after ST Registry approves application submitted by ST Partner.

1. Recitals

ST Registry is the exclusive registry for the Internet Top Level Domain (“TLD”) .ST, which has been designated by the Internet Assigned Numbers Authority (“IANA”) as the Top Level Domain associated with the ISO ST Country Code for the Country of Sao Tome and Principe. ST Registry is governed by the rules set by the Domain Council of Sao Tome and Principe, which constitutes representatives from the administrative and technical contact for the ST domain.

In order to further the competitiveness of the Domain, ST Registry and ST Partner desire to enter into a non-exclusive Agreement under which ST Partner will participate in the ST Shared Registry (the “Registry”) for the Domain.

THEREFORE, IN CONSIDERATION OF THE MUTUAL PROMISES CONTAINED HEREIN AND OTHER GOOD AND VALUABLE CONSIDERATION THE RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED BY ST REGISTRY AND BY ST PARTNER, THE PARTIES AGREES AS FOLLOWS:

2. Obligations of ST Registry

1) ST Registry acknowledges that the consideration for this Agreement and the benefits to ST Partner hereunder are based, in part, upon the reliance by ST Partner that ST Registry will maintain its delegation from relevant authorities to manage the Domain. ST Registry will cooperate with ST Partner in processing and accepting registrations procured by ST Partner.

2) ST Registry agrees to make available to ST Partner an online method to register, modify and renew ST domain names. ST Registry agrees to make access available to information about currently registered ST domain names and, to the best of its ability and as most practicable, to make these services available on a 24-hour basis.

3) The billing of ST Partner is based on prepayment. For this purpose ST Partner top up their balance account in their registrar console which is provided together with accesses by ST Registry.

3. Obligations of ST Partner

1) ST Partner shall use reasonable efforts to actively market and procure customers for the .ST domain and to provide first-line customer support for Domain customers who register through ST Partner.

2) ST Partner shall confirm each domain registration to ST Registry. This is done by use of a registrar console(technical web interface) or API provided by ST Registry for ST Partner. Confirmed domains are those that ST Partner has accepted by using any of the above tools. Failure to submit correct and proper domain registration information will terminate this contract effective immediately.

3) ST Partner agrees to make ST Registry’s terms and conditions for ST domains available to its customers for review, and must require customer’s acceptance prior to registration of a .ST domain name. The terms for customer use of the ST domain are available through ST Registry URL: http://www.nic.st/terms_of_service .
ST Partner can copy those rules and provide it on their own web-site (provided that is kept updated and accurate).

4) ST Partner covenants that in dealing with customers and others, it and its employees will represent themselves as being independent contractors and will not represent themselves as being agents of ST Registry.

5) Minimum amount for balance replenishment equal to EUR 250. Minimum annual turnover equal EUR 500. Failure to meet this requirements will be a reason to terminate this contract without any refund. By adding funds to registrar account ST Partner buying credits where each credit equal to 1 EUR.

6) ST Partner balance is not refundable.

4. Billing plans. Pricing and Payment of Service

1) The billing and collection of all revenues from ST customers, obtaining registration service through ST Partner, shall be the sole responsibility of ST Partner.

2) ST Registry will charge ST Partner for following billing operations:

• Domain registration (per year)
• Domain renewal (per year)
• One letter/digit domain registration fee (one time fee registration fee)
• One letter/digit domain registration (per year)
• One letter/digit domain renewal (per year)
• Two letter/digit domain registration fee (one time registration fee)
• Two letter/digit domain registration (per year)
• Two letter/digit domain renewal (per year)

3) Pricing is based on Billing plan which is activated for ST Partner by ST Registry. Every month ST Registry will review ST Partner annual activity and automatically update billing plan if ST Partner registrar account will meet requirements for different billing plan.

4) ST Registry provide 4 billing levels where each level have own requirement for ST Partner:

LEVEL1 Requirements: 0-50 domains portfolio

LEVEL2 Requirements: 50-150 domains portfolio

LEVEL3 Requirements: 151-350 domains portfolio

LEVEL4 Requirements: Over 350 domains portfolio

Pricing levels:

5) If a domain is cancelled by decision from ST Registry or The Domain Name Council of Sao Tome and Principe ST Partner will not get any financial refund from ST Registry. Violation of.ST rules and policies may be sufficient ground for cancellation of domains. Termination of this agreement is not a subject to refund for unused ST Partner credits.

5. Proprietary

The parties agree that all information with respect to registration and customers procured by ST Partner shall be the shared property of ST Registry and ST Partner. ST Partner shall be entitled to provide customary Internet services to customers without approval, including modifications, web-forwarding, web-hosting and the like. The decision to charge for such services and the level of such charges shall be at the discretion of ST Partner and sole property of ST Partner.

6. Indemnification

ST Partner shall indemnify, defend and hold harmless ST Registry from and against any claims by any third parties arising out of negligent or other wrongful actions or omissions of ST Partner under this agreement. ST Partner shall hold ST Registry harmless through all circumstances caused by force majeure.

7. Termination

This Agreement may be terminated by either party at any time by electronic notice with email. ST Partner, at such time, shall pay ST Registry all payments owed for confirmed registered domains. Any.ST domain information and knowledge shall after termination of Agreement be the sole property of ST Registry. The parties will have no further obligations with regard to this Agreement.

8. Governing Law

This Agreement shall be governed and construed in accordance with the laws of The Kingdom of Sweden.

THE PARTIES, ST REGISTRY AND ST PARTNER HAVE CAUSED THIS AGREEMENT TO BE EXECUTED AS OF THE DATE BY THE DULY AUTHORIZED OFFICERS AT ST REGISTRY AND ST PARTNER.

If you reserved or registered a domain name through NIC.ST, you agree to be bound by the current policy of the Domain Council of Sao Tome and Principe.

* Registrants agree that the conflicting parties in a domain name dispute must bear all costs of the matter – including the cost from the ST Domain Name Registry and / or the Domain Name Council of Sao Tome and Principe. Registrants must also bear any other costs related to that dispute. There is a standard fee of 1000 euro from the complaining party, to get the dispute tested.

* In the event of a trade mark conflict we look at the context in which the argued “trade mark” is used together with a domain name. We look at the actual content of the web-site. Example: A website that criticize for example a Telco for bad Internet connections and support – and also contains genuine real editorial material, may under certain conditions bear the same domain name as the criticized company and / or TM (trademark).

* If the registered domain name only is used in a context where it commercially exploits the TM for own profit, or just passively holds the domain name out of pure speculation – it will immediately be terminated. * Domain Mark is protected by local presence: If there is a local connection to Sao Tome and Principe in a registered domain name – it will be strongly protected. Such domains are companies or individuals with a present or registered business in Sao Tome and Principe.