Image Credits: Google I/O 2021
Google today announced it’s partnering with Shopify, giving the e-commerce platform’s more than 1.7 million merchants the ability to reach consumers through Google Search and its other services. The integration will allow merchants to sign up in just a few clicks to have their products appear across Google’s 1 billion “shopping journeys” that take place every day through Search, Maps, Images, Lens and YouTube.
The company didn’t offer extensive details about the integration when it was announced during Google’s I/O Developer event this afternoon. But the news follows a series of updates to Google Shopping resulting from Amazon’s increased investment in its own advertising business, which threatens Google’s core ads business.
Google made its pitch to online advertisers today, describing how its so-called “Shopping Graph” would now begin to pull together information from across websites, price reviews, videos and product data pulled directly from brands and retailers, to help better inform online shoppers about where to find items, how well they were received, which merchant has the best price, and more.https://buy.tinypass.com/checkout/template/cacheableShow?aid=Fy7FpgyUxA&templateId=OTOB0H38YGQ3&templateVariantId=OTVDCEG61DIVP&offerId=fakeOfferId&experienceId=EXC78P3VUPI4&iframeId=offer_5a0c7dcae185d2fde883-0&displayMode=inline&widget=template
This Shopping Graph can span across Google’s platforms, whether someone is discovering products through Google Search or even watching videos on YouTube, among other things.
For example, when you now view screenshots of products in Google Photos, there will be a suggestion to search the photo using Google Lens, to help you find the item for sale. And Google announced earlier this year it was pilot-testing a new experience on YouTube that allows users to shop products they learn about from their favorite creators — a move to counteract the growing threats from TikTok and Facebook, and their own investments in e-commerce.
But before any of this Shopping Graph functionality can really work, Google needs consumers to find shopping for products via Google actually useful. That’s partly why Google made it free for merchants to sell their products across Google this past year — a change that Google says drove an 80% increase in merchants on Google, with the “vast majority” being small to medium-sized businesses.
That’s where the partnership with Shopify comes in, too. Though this integration doesn’t mean that every Shopify storefront will be included on Google — the merchants have to take an action to make that happen — it would be almost a no-brainer for them not to leverage the new option.
Shopify isn’t playing favorites when it comes to distribution, however. It’s integrated with other large platforms, too, including Facebook and TikTok. And it’s been working with Walmart to expand the retailer’s online marketplace, as well.
Investors seemed happy with the Shopify news this afternoon. Shortly after Google’s announcement, the stock popped 3.52%.
This REGISTRAR ACCREDITATION AGREEMENT (this “Agreement”) is by and between the Internet Corporation for Assigned Names and Numbers, a California non-profit, public benefit corporation (“ICANN”), and [Registrar Name], a [Organization type and jurisdiction] (“Registrar”), and shall be deemed made on ________________, at Los Angeles, California, USA.
- DEFINITIONS. For purposes of this Agreement, the following definitions shall apply:1.1 “Account Holder” means the person or entity that is paying for the Registered Name or otherwise controls the management of the registered name, when that person or entity is not the Registered Name Holder.1.2 “Accredited” or “Accreditation” means to identify and set minimum standards for the performance of registration functions, to recognize persons or entities meeting those standards, and to enter into an accreditation agreement that sets forth the rules and procedures applicable to the provision of Registrar Services.1.3 “Affiliate” means a person or entity that, directly or indirectly, through one or more intermediaries, Controls, is controlled by, or is under common control with, the person or entity specified.1.4 “Affiliated Registrar” is another Accredited registrar that is an Affiliate of Registrar.1.5 “Applicable Registrar Family” means, with respect to Affiliated Registrars, such Affiliated Registrar as a group.1.6 “Consensus Policy” has the meaning set forth in the Consensus Policies and Temporary Policies Specification attached hereto.1.7 “Control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a person or entity, whether through the ownership of securities, as trustee or executor, by serving as an employee or a member of a board of directors or equivalent governing body, by contract, by credit arrangement or otherwise.1.8 “DNS” refers to the Internet domain-name system.1.9 The “Effective Date” is ________________.1.10 The “Expiration Date” is ________________.1.11 “gTLD” or “gTLDs” refers to the top-level domain(s) of the DNS delegated by ICANN pursuant to a registry agreement that is in full force and effect, other than any country code TLD (ccTLD) or internationalized domain name (IDN) country code TLD.1.12 “gTLD Zone-File Data” means all data contained in a DNS zone file for the registry, or for any subdomain for which Registry Services are provided and that contains Registered Names, as provided to nameservers on the Internet.1.13 “Illegal Activity” means conduct involving use of a Registered Name sponsored by Registrar that is prohibited by applicable law and/or exploitation of Registrar’s domain name resolution or registration services in furtherance of conduct involving the use of a Registered Name sponsored by Registrar that is prohibited by applicable law.1.14 “Personal Data” refers to data about any identified or identifiable natural person.1.15 “Registered Name” refers to a domain name within the domain of a gTLD, whether consisting of two (2) or more (e.g., john.smith.name) levels, about which a gTLD Registry Operator (or an Affiliate or subcontractor thereof engaged in providing Registry Services) maintains data in a Registry Database, arranges for such maintenance, or derives revenue from such maintenance. A name in a Registry Database may be a Registered Name even though it does not appear in a zone file (e.g., a registered but inactive name).1.16 “Registered Name Holder” means the holder of a Registered Name.1.17 The word “registrar,” when appearing without an initial capital letter, refers to a person or entity that contracts with Registered Name Holders and with a Registry Operator and collects registration data about the Registered Name Holders and submits registration information for entry in the Registry Database.1.18 “Registrar Approval” means the receipt of either of the following approvals:1.18.1 The affirmative approval of Applicable Registrars accounting for 90% of the Total Registered Names Under Management by the Applicable Registrars; provided that, for purposes of calculating the Total Registered Names Under Management by Applicable Registrars, the Total Registered Names Under Management by each Applicable Registrar Family shall not exceed the Total Registered Names Under Management of the Applicable Registrar Family that is the fifth largest Applicable Registrar Family (measured by number of Registered Names Under Management), both for purposes of the numerator and the denominator; or1.18.2 The affirmative approval of 50% plus one of the Applicable Registrars that participate in the process to approve or disapprove (i.e. vote for or against, but not abstain or otherwise fail to vote) a proposed amendment under Section 6, and the affirmative approval of Applicable Registrars accounting for 66.67% of the Total Registered Names Under Management by all Applicable Registrars; provided that, for purposes of calculating the Total Registered Names Under Management by Applicable Registrars, the Total Registered Names Under Management by each Applicable Registrar Family shall not exceed the total Registered Names Under Management of the Applicable Registrar Family that is the fifth largest Applicable Registrar Family (measured by number of Registered Names Under Management), both for purposes of the numerator and the denominator. An example of these calculations is set forth in Appendix 1 attached hereto.1.19 “Registrar Services” means the services subject to this Agreement provided by a registrar in connection with a gTLD, and includes contracting with Registered Name Holders, collecting registration data about the Registered Name Holders, and submitting registration information for entry in the Registry Database.1.20 “Registry Data” means all Registry Database data maintained in electronic form, and shall include gTLD Zone-File Data, all data used to provide Registry Services and submitted by registrars in electronic form, and all other data used to provide Registry Services concerning particular domain name registrations or nameservers maintained in electronic form in a Registry Database.1.21 “Registry Database” means a database comprised of data about one or more DNS domain names within the domain of a registry that is used to generate either DNS resource records that are published authoritatively or responses to domain-name availability lookup requests or Whois queries, for some or all of those names.1.22 A “Registry Operator” is the person or entity then responsible, in accordance with an agreement between ICANN (or its assignee) and that person or entity (those persons or entities) or, if that agreement is terminated or expires, in accordance with an agreement between the US Government and that person or entity (those persons or entities), for providing Registry Services for a specific gTLD.1.23 “Registry Services,” with respect to a particular gTLD, shall have the meaning defined in the agreement between ICANN and the Registry Operator for that gTLD.1.24 A “Reseller” is a person or entity that participates in Registrar’s distribution channel for domain name registrations (a) pursuant to an agreement, arrangement or understanding with Registrar or (b) with Registrar’s actual knowledge, provides some or all Registrar Services, including collecting registration data about Registered Name Holders, submitting that data to Registrar, or facilitating the entry of the registration agreement between the Registrar and the Registered Name Holder.1.25 “Restricted Amendment” means (i) an amendment of the Consensus Policies and Temporary Policies Specification or (ii) the term of this Agreement as specified in Section 5.1, as such term may be extended pursuant to Section 18.104.22.168 A Registered Name is “sponsored” by the registrar that placed the record associated with that registration into the registry. Sponsorship of a registration may be changed at the express direction of the Registered Name Holder or, in the event a registrar loses Accreditation, in accordance with then-current ICANN Specifications and Policies.1.27 “Specifications and/or Policies” include Consensus Policies, Specifications (such as the Whois Accuracy Program Specification) referenced in this Agreement, and any amendments, policies, procedures, or programs specifically contemplated by this Agreement or authorized by ICANN’s Bylaws.1.28 “Term of this Agreement” begins on the Effective Date and continues to the earlier of (a) the Expiration Date, or (b) termination of this Agreement.1.29 “Total Registered Names Under Management” means the total number of Registered Names sponsored by all Applicable Registrars as reflected in the latest monthly reports submitted to ICANN by Registrars.1.30 “Whois Accuracy Program Specification” means the Whois Accuracy Program Specification attached hereto, as updated from time to time in accordance with this Agreement.1.31 “Whois Specification” means the Registration Data Directory Service (Whois) Specification attached hereto, as updated from time to time in accordance with this Agreement.1.32 “Working Group” means representatives of the Applicable Registrars and other members of the community that the Registrar Stakeholder Group appoints, from time to time, to serve as a working group to consult on amendments to the Applicable Registrar Agreements (excluding bilateral amendments pursuant to Section 6.9).
- ICANN OBLIGATIONS.2.1 Accreditation. During the Term of this Agreement and subject to the terms and conditions of this Agreement, Registrar is hereby Accredited by ICANN to act as a registrar (including to insert and renew registration of Registered Names in the Registry Database) for gTLDs.2.2 Registrar Use of ICANN Name, Website and Trademarks. ICANN hereby grants to Registrar a non-exclusive, worldwide, royalty-free license during the Term of this Agreement (a) to state that it is Accredited by ICANN as a registrar for gTLDs, and (b) to link to pages and documents within the ICANN website. Subject to the terms and conditions set forth in the Logo License Specification attached hereto, ICANN hereby grants to Registrar a non-exclusive, worldwide right and license to use the Trademarks (as defined in the Logo License Specification). No other use of ICANN’s name, website or Trademarks is licensed hereby. This license may not be assigned or sublicensed by Registrar to any other party, including, without limitation, any Affiliate of Registrar or any Reseller.2.3 General Obligations of ICANN. With respect to all matters that impact the rights, obligations, or role of Registrar, ICANN shall during the Term of this Agreement:2.3.1 exercise its responsibilities in an open and transparent manner;2.3.2 not unreasonably restrain competition and, to the extent feasible, promote and encourage robust competition;2.3.3 not apply standards, policies, procedures or practices arbitrarily, unjustifiably, or inequitably and not single out Registrar for disparate treatment unless justified by substantial and reasonable cause; and2.3.4 ensure, through its reconsideration and independent review policies, adequate appeal procedures for Registrar, to the extent it is adversely affected by ICANN standards, policies, procedures or practices.2.4 Use of ICANN Accredited Registrars. In order to promote competition in the registration of domain names, and in recognition of the value that ICANN-Accredited registrars bring to the Internet community, ICANN has ordinarily required gTLD registries under contract with ICANN to use ICANN-Accredited registrars, and ICANN will during the course of this agreement abide by any ICANN adopted Specifications or Policies requiring the use of ICANN-Accredited registrars by gTLD registries.
- REGISTRAR OBLIGATIONS.3.1 Obligations to Provide Registrar Services. During the Term of this Agreement, Registrar agrees that it will operate as a registrar for one or more gTLDs in accordance with this Agreement.3.2 Submission of Registered Name Holder Data to Registry. During the Term of this Agreement:3.2.1 As part of its registration of Registered Names in a gTLD, Registrar shall submit to, or shall place in the Registry Database operated by, the Registry Operator for the gTLD the following data elements:22.214.171.124 The name of the Registered Name being registered;126.96.36.199 The IP addresses of the primary nameserver and secondary nameserver(s) for the Registered Name;188.8.131.52 The corresponding names of those nameservers;184.108.40.206 Unless automatically generated by the registry system, the identity of the Registrar;220.127.116.11 Unless automatically generated by the registry system, the expiration date of the registration; and18.104.22.168 Any other data the Registry Operator requires be submitted to it.The agreement between the Registry Operator of a gTLD and Registrar may, if approved by ICANN in writing, state alternative required data elements applicable to that gTLD, in which event, the alternative required data elements shall replace and supersede Subsections 22.214.171.124 through 126.96.36.199 stated above for all purposes under this Agreement but only with respect to that particular gTLD. When seeking approval for alternative required data elements, the data elements set forth in Subsections 188.8.131.52 through 184.108.40.206 should be considered suggested minimum requirements.3.2.2 Within seven (7) days after receiving any updates from the Registered Name Holder to the data elements listed in Subsections 220.127.116.11, 18.104.22.168, and 22.214.171.124 for any Registered Name that Registrar sponsors, Registrar shall submit the updated data elements to, or shall place those elements in the Registry Database operated by, the relevant Registry Operator.3.2.3 In order to allow reconstitution of the Registry Database in the event of an otherwise unrecoverable technical failure or a change in the designated Registry Operator, within ten (10) days of any such request by ICANN, Registrar shall submit an electronic database containing the data elements listed in Subsections 126.96.36.199 through 188.8.131.52 for all active records in the registry sponsored by Registrar, in a format specified by ICANN, to the Registry Operator for the appropriate gTLD.3.3 Public Access to Data on Registered Names. During the Term of this Agreement:3.3.1 At its expense, Registrar shall provide an interactive web page and, with respect to any gTLD operating a “thin” registry, a port 43 Whois service (each accessible via both IPv4 and IPv6) providing free public query-based access to up-to-date (i.e., updated at least daily) data concerning all active Registered Names sponsored by Registrar in any gTLD. Until otherwise specified by a Consensus Policy, such data shall consist of the following elements as contained in Registrar’s database:184.108.40.206 The name of the Registered Name;220.127.116.11 The names of the primary nameserver and secondary nameserver(s) for the Registered Name;18.104.22.168 The identity of Registrar (which may be provided through Registrar’s website);22.214.171.124 The original creation date of the registration;126.96.36.199 The expiration date of the registration;188.8.131.52 The name and postal address of the Registered Name Holder;184.108.40.206 The name, postal address, e-mail address, voice telephone number, and (where available) fax number of the technical contact for the Registered Name; and220.127.116.11 The name, postal address, e-mail address, voice telephone number, and (where available) fax number of the administrative contact for the Registered Name.The agreement between the Registry Operator of a gTLD and Registrar may, if approved by ICANN in writing, state alternative required data elements applicable to that gTLD, in which event, the alternative required data elements shall replace and supersede Subsections 18.104.22.168 through 22.214.171.124 stated above for all purposes under this Agreement but only with respect to that particular gTLD.3.3.2 Upon receiving any updates to the data elements listed in Subsections 126.96.36.199, 188.8.131.52, and 184.108.40.206 through 220.127.116.11 from the Registered Name Holder, Registrar shall promptly update its database used to provide the public access described in Subsection 18.104.22.168.3.3 Registrar may subcontract its obligation to provide the public access described in Subsection 3.3.1 and the updating described in Subsection 3.3.2, provided that Registrar shall remain fully responsible for the proper provision of the access and updating.3.3.4 Registrar shall abide by any Consensus Policy that requires registrars to cooperatively implement a distributed capability that provides query-based Whois search functionality across all registrars. If the Whois service implemented by registrars does not in a reasonable time provide reasonably robust, reliable, and convenient access to accurate and up-to-date data, the Registrar shall abide by any Consensus Policy requiring Registrar, if reasonably determined by ICANN to be necessary (considering such possibilities as remedial action by specific registrars), to supply data from Registrar’s database to facilitate the development of a centralized Whois database for the purpose of providing comprehensive Registrar Whois search capability.3.3.5 In providing query-based public access to registration data as required by Subsections 3.3.1 and 3.3.4, Registrar shall not impose terms and conditions on use of the data provided, except as permitted by any Specification or Policy established by ICANN. Unless and until ICANN establishes a different Consensus Policy, Registrar shall permit use of data it provides in response to queries for any lawful purposes except to: (a) allow, enable, or otherwise support the transmission by e-mail, telephone, postal mail, facsimile or other means of mass unsolicited, commercial advertising or solicitations to entities other than the data recipient’s own existing customers; or (b) enable high volume, automated, electronic processes that send queries or data to the systems of any Registry Operator or ICANN-Accredited registrar, except as reasonably necessary to register domain names or modify existing registrations.3.3.6 In the event that ICANN determines, following analysis of economic data by an economist(s) retained by ICANN (which data has been made available to Registrar), that an individual or entity is able to exercise market power with respect to registrations or with respect to registration data used for development of value-added products and services by third parties, Registrar shall provide third-party bulk access to the data subject to public access under Subsection 3.3.1 under the following terms and conditions:22.214.171.124 Registrar shall make a complete electronic copy of the data available at least one (1) time per week for download by third parties who have entered into a bulk access agreement with Registrar.126.96.36.199 Registrar may charge an annual fee, not to exceed US$10,000, for such bulk access to the data.188.8.131.52 Registrar’s access agreement shall require the third party to agree not to use the data to allow, enable, or otherwise support any marketing activities, regardless of the medium used. Such media include but are not limited to e-mail, telephone, facsimile, postal mail, SMS, and wireless alerts.184.108.40.206 Registrar’s access agreement shall require the third party to agree not to use the data to enable high-volume, automated, electronic processes that send queries or data to the systems of any Registry Operator or ICANN-Accredited registrar, except as reasonably necessary to register domain names or modify existing registrations.220.127.116.11 Registrar’s access agreement must require the third party to agree not to sell or redistribute the data except insofar as it has been incorporated by the third party into a value-added product or service that does not permit the extraction of a substantial portion of the bulk data from the value-added product or service for use by other parties.3.3.7 To comply with applicable statutes and regulations and for other reasons, ICANN may adopt a Consensus Policy establishing limits (a) on the Personal Data concerning Registered Names that Registrar may make available to the public through a public-access service described in this Subsection 3.3 and (b) on the manner in which Registrar may make such data available. Registrar shall comply with any such Consensus Policy.3.3.8 Registrar shall meet or exceed the requirements set forth in the Whois Specification.3.4 Retention of Registered Name Holder and Registration Data.3.4.1 For each Registered Name sponsored by Registrar within a gTLD, Registrar shall collect and securely maintain, in its own electronic database, as updated from time to time:18.104.22.168 the data specified in the Data Retention Specification attached hereto for the period specified therein;22.214.171.124 The data elements listed in Subsections 126.96.36.199 through 188.8.131.52;184.108.40.206 the name and (where available) postal address, e-mail address, voice telephone number, and fax number of the billing contact;220.127.116.11 any other Registry Data that Registrar has submitted to the Registry Operator or placed in the Registry Database under Subsection 3.2; and18.104.22.168 the name, postal address, e-mail address, and voice telephone number provided by the customer of any privacy service or licensee of any proxy registration service, in each case, offered or made available by Registrar or its Affiliates in connection with each registration. Effective on the date that ICANN fully implements a Proxy Accreditation Program established in accordance with Section 3.14, the obligations under this Section 22.214.171.124 will cease to apply as to any specific category of data (such as postal address) that is expressly required to be retained by another party in accordance with such Proxy Accreditation Program.3.4.2 During the Term of this Agreement and for two (2) years thereafter, Registrar (itself or by its agent(s)) shall maintain the following records relating to its dealings with the Registry Operator(s) and Registered Name Holders:126.96.36.199 In electronic form, the submission date and time, and the content, of all registration data (including updates) submitted in electronic form to the Registry Operator(s);188.8.131.52 In electronic, paper, or microfilm form, all written communications constituting registration applications, confirmations, modifications, or terminations and related correspondence with Registered Name Holders, including registration contracts; and184.108.40.206 In electronic form, records of the accounts of all Registered Name Holders with Registrar.3.4.3 During the Term of this Agreement and for two (2) years thereafter, Registrar shall make the data, information and records specified in this Section 3.4 available for inspection and copying by ICANN upon reasonable notice. In addition, upon reasonable notice and request from ICANN, Registrar shall deliver copies of such data, information and records to ICANN in respect to limited transactions or circumstances that may be the subject of a compliance-related inquiry; provided, however, that such obligation shall not apply to requests for copies of the Registrar’s entire database or transaction history. Such copies are to be provided at Registrar’s expense. In responding to ICANN’s request for delivery of electronic data, information and records, Registrar may submit such information in a format reasonably convenient to Registrar and acceptable to ICANN so as to minimize disruption to the Registrar’s business. In the event Registrar believes that the provision of any such data, information or records to ICANN would violate applicable law or any legal proceedings, ICANN and Registrar agree to discuss in good faith whether appropriate limitations, protections, or alternative solutions can be identified to allow the production of such data, information or records in complete or redacted form, as appropriate. ICANN shall not disclose the content of such data, information or records except as expressly required by applicable law, any legal proceeding or Specification or Policy.3.4.4 Notwithstanding any other requirement in this Agreement or the Data Retention Specification, Registrar shall not be obligated to maintain records relating to a domain registration beginning on the date two (2) years following the domain registration’s deletion or transfer away to a different registrar.3.5 Rights in Data. Registrar disclaims all rights to exclusive ownership or use of the data elements listed in Subsections 220.127.116.11 through 18.104.22.168 for all Registered Names submitted by Registrar to the Registry Database for, or sponsored by Registrar in, each gTLD for which it is Accredited. Registrar does not disclaim rights in the data elements listed in Subsections 22.214.171.124 through 126.96.36.199 and Subsections 188.8.131.52 through 184.108.40.206 concerning active Registered Names sponsored by it in each gTLD for which it is Accredited, and agrees to grant non-exclusive, irrevocable, royalty-free licenses to make use of and disclose the data elements listed in Subsections 220.127.116.11 through 18.104.22.168 and 22.214.171.124 through 126.96.36.199 for the purpose of providing a service or services (such as a Whois service under Subsection 3.3.4) providing interactive, query-based public access. Upon a change in sponsorship from Registrar of any Registered Name in each gTLD for which it is Accredited, Registrar acknowledges that the registrar gaining sponsorship shall have the rights of an owner to the data elements listed in Subsections 188.8.131.52 through 184.108.40.206 and 220.127.116.11 through 18.104.22.168 concerning that Registered Name, with Registrar also retaining the rights of an owner in that data. Nothing in this Subsection prohibits Registrar from (1) restricting bulk public access to data elements in a manner consistent with this Agreement and any Specifications or Policies or (2) transferring rights it claims in data elements subject to the provisions of this Subsection 22.214.171.124 Data Escrow. During the Term of this Agreement, on a schedule, under the terms, and in the format specified by ICANN, Registrar shall submit an electronic copy of the data described in Subsections 126.96.36.199 through 188.8.131.52 to ICANN or, at Registrar’s election and at its expense, to a reputable escrow agent mutually approved by Registrar and ICANN, such approval also not to be unreasonably withheld by either party. The data shall be held under an agreement among Registrar, ICANN, and the escrow agent (if any) providing that (1) the data shall be received and held in escrow, with no use other than verification that the deposited data is complete, consistent, and in proper format, until released to ICANN; (2) the data shall be released from escrow upon expiration without renewal or termination of this Agreement; and (3) ICANN’s rights under the escrow agreement shall be assigned with any assignment of this Agreement. The escrow shall provide that in the event the escrow is released under this Subsection, ICANN (or its assignee) shall have a non-exclusive, irrevocable, royalty-free license to exercise (only for transitional purposes) or have exercised all rights necessary to provide Registrar Services.3.7 Business Dealings, Including with Registered Name Holders.3.7.1 In the event ICANN adopts a Specification or Policy that is supported by a consensus of ICANN-Accredited registrars as reflected in the Registrar Stakeholder Group (or any successor group), establishing or approving a Code of Conduct for ICANN-Accredited registrars, Registrar shall abide by that Code of Conduct.3.7.2 Registrar shall abide by applicable laws and governmental regulations.3.7.3 Registrar shall not represent to any actual or potential Registered Name Holder that Registrar enjoys access to a registry for which Registrar is Accredited that is superior to that of any other registrar Accredited for that registry.3.7.4 Registrar shall not activate any Registered Name unless and until it is satisfied that it has received a reasonable assurance of payment of its registration fee. For this purpose, a charge to a credit card, general commercial terms extended to creditworthy customers, or other mechanism providing a similar level of assurance of payment shall be sufficient, provided that the obligation to pay becomes final and non-revocable by the Registered Name Holder upon activation of the registration.3.7.5 At the conclusion of the registration period, failure by or on behalf of the Registered Name Holder to consent that the registration be renewed within the time specified in a second notice or reminder shall, in the absence of extenuating circumstances, result in cancellation of the registration by the end of the auto-renew grace period (although Registrar may choose to cancel the name earlier).184.108.40.206 Extenuating circumstances are defined as: UDRP action, valid court order, failure of a Registrar’s renewal process (which does not include failure of a registrant to respond), the domain name is used by a nameserver that provides DNS service to third-parties (additional time may be required to migrate the records managed by the nameserver), the registrant is subject to bankruptcy proceedings, payment dispute (where a registrant claims to have paid for a renewal, or a discrepancy in the amount paid), billing dispute (where a registrant disputes the amount on a bill), domain name subject to litigation in a court of competent jurisdiction, or other circumstance as approved specifically by ICANN.220.127.116.11 Where Registrar chooses, under extenuating circumstances, to renew a domain name without the explicit consent of the registrant, the registrar must maintain a record of the extenuating circumstances associated with renewing that specific domain name for inspection by ICANN consistent with clauses 3.4.2 and 3.4.3 of this registrar accreditation agreement.18.104.22.168 In the absence of extenuating circumstances (as defined in Section 22.214.171.124 above), a domain name must be deleted within 45 days of either the registrar or the registrant terminating a registration agreement.126.96.36.199 Registrar shall provide notice to each new registrant describing the details of their deletion and auto-renewal policy including the expected time at which a non-renewed domain name would be deleted relative to the domain’s expiration date, or a date range not to exceed ten (10) days in length. If a registrar makes any material changes to its deletion policy during the period of the registration agreement, it must make at least the same effort to inform the registrant of the changes as it would to inform the registrant of other material changes to the registration agreement (as defined in clause 3.7.7 of the registrars accreditation agreement).188.8.131.52 If Registrar operates a website for domain name registration or renewal, details of Registrar’s deletion and auto-renewal policies must be clearly displayed on the website.184.108.40.206 If Registrar operates a website for domain registration or renewal, it should state, both at the time of registration and in a clear place on its website, any fee charged for the recovery of a domain name during the Redemption Grace Period.220.127.116.11 In the event that a domain which is the subject of a UDRP dispute is deleted or expires during the course of the dispute, the complainant in the UDRP dispute will have the option to renew or restore the name under the same commercial terms as the registrant. If the complainant renews or restores the name, the name will be placed in Registrar HOLD and Registrar LOCK status, the WHOIS contact information for the registrant will be removed, and the WHOIS entry will indicate that the name is subject to dispute. If the complaint is terminated, or the UDRP dispute finds against the complainant, the name will be deleted within 45 days. The registrant retains the right under the existing redemption grace period provisions to recover the name at any time during the Redemption Grace Period, and retains the right to renew the name before it is deleted.3.7.6 Registrar shall not insert or renew any Registered Name in any gTLD registry in a manner contrary to (i) any Consensus Policy stating a list or specification of excluded Registered Names that is in effect at the time of insertion or renewal, or (ii) any list of names to be reserved from registration as required by the specific Registry Operator for which the Registrar is providing Registrar Services.3.7.7 Registrar shall require all Registered Name Holders to enter into an electronic or paper registration agreement with Registrar including at least the provisions set forth in Subsections 18.104.22.168 through 22.214.171.124, and which agreement shall otherwise set forth the terms and conditions applicable to the registration of a domain name sponsored by Registrar. The Registered Name Holder with whom Registrar enters into a registration agreement must be a person or legal entity other than the Registrar, provided that Registrar may be the Registered Name Holder for domains registered for the purpose of conducting its Registrar Services, in which case the Registrar shall submit to the provisions set forth in Subsections 126.96.36.199 through 188.8.131.52 and shall be responsible to ICANN for compliance with all obligations of the Registered Name Holder as set forth in this Agreement and Specifications and Policies. Registrar shall use commercially reasonable efforts to enforce compliance with the provisions of the registration agreement between Registrar and any Registered Name Holder that relate to implementing the requirements of Subsections 184.108.40.206 through 220.127.116.11 or any Consensus Policy.18.104.22.168 The Registered Name Holder shall provide to Registrar accurate and reliable contact details and correct and update them within seven (7) days of any change during the term of the Registered Name registration, including: the full name, postal address, e-mail address, voice telephone number, and fax number if available of the Registered Name Holder; name of authorized person for contact purposes in the case of an Registered Name Holder that is an organization, association, or corporation; and the data elements listed in Subsections 22.214.171.124, 126.96.36.199 and 188.8.131.52.184.108.40.206 A Registered Name Holder’s willful provision of inaccurate or unreliable information, its willful failure to update information provided to Registrar within seven (7) days of any change, or its failure to respond for over fifteen (15) days to inquiries by Registrar concerning the accuracy of contact details associated with the Registered Name Holder’s registration shall constitute a material breach of the Registered Name Holder-registrar contract and be a basis for suspension and/or cancellation of the Registered Name registration.220.127.116.11 Any Registered Name Holder that intends to license use of a domain name to a third party is nonetheless the Registered Name Holder of record and is responsible for providing its own full contact information and for providing and updating accurate technical and administrative contact information adequate to facilitate timely resolution of any problems that arise in connection with the Registered Name. A Registered Name Holder licensing use of a Registered Name according to this provision shall accept liability for harm caused by wrongful use of the Registered Name, unless it discloses the current contact information provided by the licensee and the identity of the licensee within seven (7) days to a party providing the Registered Name Holder reasonable evidence of actionable harm.18.104.22.168 Registrar shall provide notice to each new or renewed Registered Name Holder stating:22.214.171.124.1 The purposes for which any Personal Data collected from the applicant are intended;126.96.36.199.2 The intended recipients or categories of recipients of the data (including the Registry Operator and others who will receive the data from Registry Operator);188.8.131.52.3 Which data are obligatory and which data, if any, are voluntary; and184.108.40.206.4 How the Registered Name Holder or data subject can access and, if necessary, rectify the data held about them.220.127.116.11 The Registered Name Holder shall consent to the data processing referred to in Subsection 18.104.22.168.22.214.171.124 The Registered Name Holder shall represent that notice has been provided equivalent to that described in Subsection 126.96.36.199 to any third-party individuals whose Personal Data are supplied to Registrar by the Registered Name Holder, and that the Registered Name Holder has obtained consent equivalent to that referred to in Subsection 188.8.131.52 of any such third-party individuals.184.108.40.206 Registrar shall agree that it will not process the Personal Data collected from the Registered Name Holder in a way incompatible with the purposes and other limitations about which it has provided notice to the Registered Name Holder in accordance with Subsection 220.127.116.11 above.18.104.22.168 Registrar shall agree that it will take reasonable precautions to protect Personal Data from loss, misuse, unauthorized access or disclosure, alteration, or destruction.22.214.171.124 The Registered Name Holder shall represent that, to the best of the Registered Name Holder’s knowledge and belief, neither the registration of the Registered Name nor the manner in which it is directly or indirectly used infringes the legal rights of any third party.126.96.36.199 For the adjudication of disputes concerning or arising from use of the Registered Name, the Registered Name Holder shall submit, without prejudice to other potentially applicable jurisdictions, to the jurisdiction of the courts (1) of the Registered Name Holder’s domicile and (2) where Registrar is located.188.8.131.52 The Registered Name Holder shall agree that its registration of the Registered Name shall be subject to suspension, cancellation, or transfer pursuant to any Specification or Policy, or pursuant to any registrar or registry procedure not inconsistent with any Specification or Policy, (1) to correct mistakes by Registrar or the Registry Operator in registering the name or (2) for the resolution of disputes concerning the Registered Name.184.108.40.206 The Registered Name Holder shall indemnify and hold harmless the Registry Operator and its directors, officers, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable legal fees and expenses) arising out of or related to the Registered Name Holder’s domain name registration.3.7.8 Registrar shall comply with the obligations specified in the Whois Accuracy Program Specification. In addition, notwithstanding anything in the Whois Accuracy Program Specification to the contrary, Registrar shall abide by any Consensus Policy requiring reasonable and commercially practicable (a) verification, at the time of registration, of contact information associated with a Registered Name sponsored by Registrar or (b) periodic re-verification of such information. Registrar shall, upon notification by any person of an inaccuracy in the contact information associated with a Registered Name sponsored by Registrar, take reasonable steps to investigate that claimed inaccuracy. In the event Registrar learns of inaccurate contact information associated with a Registered Name it sponsors, it shall take reasonable steps to correct that inaccuracy.3.7.9 Registrar shall abide by any Consensus Policy prohibiting or restricting warehousing of or speculation in domain names by registrars.3.7.10 Registrar shall publish on its website(s) and/or provide a link to the Registrants’ Benefits and Responsibilities Specification attached hereto and shall not take any action inconsistent with the corresponding provisions of this Agreement or applicable law.3.7.11 Registrar shall make available a description of the customer service handling processes available to Registered Name Holders regarding Registrar Services, including a description of the processes for submitting complaints and resolving disputes regarding the Registrar Services.3.7.12 Nothing in this Agreement prescribes or limits the amount Registrar may charge Registered Name Holders for registration of Registered Names.3.8 Domain-Name Dispute Resolution. During the Term of this Agreement, Registrar shall have in place a policy and procedures for resolution of disputes concerning Registered Names. Until ICANN adopts an alternative Consensus Policy or other Specification or Policy with respect to the resolution of disputes concerning Registered Names, Registrar shall comply with the Uniform Domain Name Dispute Resolution Policy (“UDRP”) identified on ICANN’s website (www.icann.org/general/consensus-policies.htm), as may be modified from time to time. Registrar shall also comply with the Uniform Rapid Suspension (“URS”) procedure or its replacement, as well as with any other applicable dispute resolution procedure as required by a Registry Operator for which Registrar is providing Registrar Services.3.9 Accreditation Fees. As a condition of Accreditation, Registrar shall pay Accreditation fees to ICANN. These fees consist of yearly and variable fees.3.9.1 Registrar shall pay ICANN a yearly Accreditation fee in an amount established by the ICANN Board of Directors, in conformity with ICANN’s bylaws and articles of incorporation. This yearly Accreditation fee shall not exceed US$4,000. Payment of the yearly fee shall be due within thirty (30) days after invoice from ICANN, provided that Registrar may elect to pay the yearly fee in four (4) equal quarterly installments.3.9.2 Registrar shall pay the variable Accreditation fees established by the ICANN Board of Directors, in conformity with ICANN’s bylaws and articles of incorporation, provided that in each case such fees are reasonably allocated among all registrars that contract with ICANN and that any such fees must be expressly approved by registrars accounting, in the aggregate, for payment of two-thirds of all registrar-level fees. Registrar shall pay such fees in a timely manner for so long as all material terms of this Agreement remain in full force and effect, and notwithstanding the pendency of any dispute between Registrar and ICANN.3.9.3 For any payments thirty (30) days or more overdue, Registrar shall pay interest on late payments at the rate of 1.5% per month or, if less, the maximum rate permitted by applicable law from later of the date of the invoice or the date the invoice is sent pursuant to Section 7.6 of this Agreement. On reasonable notice given by ICANN to Registrar, accountings submitted by Registrar shall be subject to verification by an audit of Registrar’s books and records by an independent third-party designated by ICANN that shall preserve the confidentiality of such books and records (other than its findings as to the accuracy of, and any necessary corrections to, the accountings).3.9.4 The Accreditation fees due under this Agreement are exclusive of tax. All taxes, duties, fees and other governmental charges of any kind (including sales, turnover, services, use and value-added taxes) that are imposed by or under the authority of any government or any political subdivision thereof on the Accreditation fees for any services, software and/or hardware shall be borne by Registrar and shall not be considered a part of, a deduction from, or an offset against such Accreditation fees. All payments due to ICANN shall be made without any deduction or withholding on account of any tax, duty, charge, or penalty except as required by applicable law, in which case, the sum payable by Registrar from which such deduction or withholding is to be made shall be increased to the extent necessary to ensure that, after making such deduction or withholding, ICANN receives (free from any liability with respect thereof) a net sum equal to the sum it would have received but for such deduction or withholding being required.3.10 Insurance. Registrar shall maintain in force commercial general liability insurance or similar liability insurance as specified by ICANN with policy limits of at least US$500,000 covering liabilities arising from Registrar’s registrar business during the Term of this Agreement.3.11 Obligations of Registrars under common controlling interest. Registrar shall be in breach of this Agreement if:3.11.1 ICANN terminates an Affiliated Registrar’s accreditation agreement with ICANN (an “Affiliate Termination”);3.11.2 Affiliated Registrar has not initiated arbitration challenging ICANN’s right to terminate the Affiliated Registrar’s accreditation agreement under Section 5.8 of this Agreement, or has initiated such arbitration and has not prevailed;3.11.3 the Affiliate Termination was the result of misconduct that materially harmed consumers or the public interest;3.11.4 a second Affiliated Registrar has pursued, after the Affiliate Termination, the same course of conduct that resulted in the Affiliate Termination; and3.11.5 ICANN has provided Registrar with written notice that it intends to assert the provisions of this Section 3.11 with respect to Registrar, which notice shall identify in reasonable detail the factual basis for such assertion, and Registrar has failed to cure the impugned conduct within fifteen (15) days of such notice.3.12 Obligations Related to Provision of Registrar Services by Third Parties. Registrar is responsible for the provision of Registrar Services for all Registered Names that Registrar sponsors being performed in compliance with this Agreement, regardless of whether the Registrar Services are provided by Registrar or a third party, including a Reseller. Registrar must enter into written agreements with all of its Resellers that enable Registrar to comply with and perform all of its obligations under this Agreement. In addition, Registrar must ensure that:3.12.1 Its Resellers do not display the ICANN or ICANN-Accredited Registrar logo, or otherwise represent themselves as Accredited by ICANN, unless they have written permission from ICANN to do so.3.12.2 Any registration agreement used by reseller shall include all registration agreement provisions and notices required by the ICANN Registrar Accreditation Agreement and any ICANN Consensus Policies, and shall identify the sponsoring registrar or provide a means for identifying the sponsoring registrar, such as a link to the InterNIC Whois lookup service.3.12.3 Its Resellers identify the sponsoring registrar upon inquiry from the customer.3.12.4 Its Resellers comply with any ICANN-adopted Specification or Policy that establishes a program for accreditation of individuals or entities who provide proxy and privacy registration services (a “Proxy Accreditation Program”). Among other features, the Proxy Accreditation Program may require that: (i) proxy and privacy registration services may only be provided in respect of domain name registrations by individuals or entities Accredited by ICANN pursuant to such Proxy Accreditation Program; and (ii) Registrar shall prohibit Resellers from knowingly accepting registrations from any provider of proxy and privacy registration services that is not Accredited by ICANN pursuant the Proxy Accreditation Program. Until such time as the Proxy Accreditation Program is established, Registrar shall require Resellers to comply with the Specification on Privacy and Proxy Registrations attached hereto.3.12.5 Its Resellers’ customers are provided with a link to an ICANN webpage detailing registrant educational information, as detailed in subsection 3.16 below.3.12.6 In the event Registrar learns that a Reseller is causing Registrar to be in breach of any of the provisions of this Agreement, Registrar shall take reasonable steps to enforce its agreement with such Reseller so as to cure and prevent further instances of non-compliance.3.12.7 Its Resellers shall publish on their website(s) and/or provide a link to the Registrants’ Benefits and Responsibilities Specification attached hereto and shall not take any action inconsistent with the corresponding provisions of this Agreement or applicable law.Registrar shall use commercially reasonable efforts to enforce compliance with the provisions of the agreement between Registrar and any Reseller that relate to the provisions of Registrar Services.3.13 Registrar Training. Registrar’s primary contact as identified in Subsection 7.6 below or designee (so long as the designee is employed by Registrar or an Affiliated Registrar) shall complete a training course covering registrar obligations under ICANN policies and agreements. The course will be provided by ICANN at no expense to Registrar, and shall be available in an online format.3.14 Obligations Related to Proxy and Privacy Services. Registrar agrees to comply with any ICANN-adopted Specification or Policy that establishes a Proxy Accreditation Program. Registrar also agrees to reasonably cooperate with ICANN in the development of such program. Until such time as the Proxy Accreditation Program is established, Registrar agrees to comply with the Specification on Privacy and Proxy Registrations attached hereto.3.15 Registrar Self-Assessment and Audits. Registrar shall complete and deliver to ICANN on a schedule and in the form specified by ICANN from time to time in consultation with registrars a Registrar self-assessment. Registrar shall complete and deliver to ICANN within twenty (20) days following the end of each calendar year, in a form specified by ICANN a certificate executed by the president, chief executive officer, chief financial officer or chief operating officer (or their equivalents) of Registrar certifying compliance with the terms and conditions of this Agreement. ICANN may from time to time (not to exceed twice per calendar year) conduct, or engage a third party to conduct on its behalf, contractual compliance audits to assess compliance by Registrar with the terms and conditions of this Agreement. Any audits pursuant to this Section 3.15 shall be tailored to achieve the purpose of assessing compliance, and ICANN will (a) give reasonable advance notice of any such audit, which notice shall specify in reasonable detail the categories of documents, data and other information requested by ICANN, and (b) use commercially reasonable efforts to conduct such audit in such a manner as to not unreasonably disrupt the operations of Registrar. As part of such audit and upon request by ICANN, Registrar shall timely provide all responsive documents, data and any other information necessary to demonstrate Registrar’s compliance with this Agreement. Upon no less than ten (10) days notice (unless otherwise agreed to by Registrar), ICANN may, as part of any contractual compliance audit, conduct site visits during regular business hours to assess compliance by Registrar with the terms and conditions of this Agreement. ICANN shall not disclose Registrar confidential information gathered through such audits except as required by applicable law, legal proceedings, or as expressly permitted by any Specification or Policy (including ICANN’s Documentary Information Disclosure Policy, as such policy may be amended from time to time); provided, however, that, except as required by applicable law or legal proceedings, ICANN shall not release any information that Registrar has marked as, or has otherwise designated in writing to ICANN as, a “confidential trade secret,” “confidential commercial information” or “confidential financial information” of Registrar. If any applicable law, legal proceeding or Specification or Policy permits such disclosure, ICANN will provide Registrar no less than fifteen (15) days notice of its intent to disclose such information, unless such notice is prohibited by law or legal proceeding. Such notice shall include to whom and in what manner ICANN plans to disclose such information.3.16 Link to Registrant Educational Information. ICANN has published an educational webpage summarizing the terms of the Registrar Accreditation Agreement and related Consensus Policies (as of the date of this Agreement, located at: http://www.icann.org/en/registrars/registrant-rights-responsibilities-en.htm). Registrar shall provide a link to such webpage on any website it may operate for domain name registration or renewal clearly displayed to its Registered Name Holders at least as clearly as its links to policies or notifications required to be displayed under ICANN Consensus Policies. ICANN may, in consultation with registrars, update the content and/or URL for this website.3.17 Registrar Contact, Business Organization and Officer Information. Registrar shall provide to ICANN and maintain accurate and current information as specified in the Registrar Information Specification to this Agreement. In addition, Registrar shall publish on each website through which Registrar provides or offers Registrar Services the information specified as requiring such publication in the Registrar Information Specification. Registrar shall notify ICANN within five (5) days of any changes to such information and update Registrar’s website(s) within twenty (20) days of any such changes.3.18 Registrar’s Abuse Contact and Duty to Investigate Reports of Abuse.3.18.1 Registrar shall maintain an abuse contact to receive reports of abuse involving Registered Names sponsored by Registrar, including reports of Illegal Activity. Registrar shall publish an email address to receive such reports on the home page of Registrar’s website (or in another standardized place that may be designated by ICANN from time to time). Registrar shall take reasonable and prompt steps to investigate and respond appropriately to any reports of abuse.3.18.2 Registrar shall establish and maintain a dedicated abuse point of contact, including a dedicated email address and telephone number that is monitored 24 hours a day, seven days a week, to receive reports of Illegal Activity by law enforcement, consumer protection, quasi-governmental or other similar authorities designated from time to time by the national or territorial government of the jurisdiction in which the Registrar is established or maintains a physical office. Well-founded reports of Illegal Activity submitted to these contacts must be reviewed within 24 hours by an individual who is empowered by Registrar to take necessary and appropriate actions in response to the report. In responding to any such reports, Registrar will not be required to take any action in contravention of applicable law.3.18.3 Registrar shall publish on its website a description of its procedures for the receipt, handling, and tracking of abuse reports. Registrar shall document its receipt of and response to all such reports. Registrar shall maintain the records related to such reports for the shorter of two (2) years or the longest period permitted by applicable law, and during such period, shall provide such records to ICANN upon reasonable notice.3.19 Additional Technical Specifications to Implement IPV6, DNSSEC and IDNs. Registrar shall comply with the Additional Registrar Operations Specification attached hereto.3.20 Notice of Bankruptcy, Convictions and Security Breaches. Registrar will give ICANN notice within seven (7) days of (i) the commencement of any of the proceedings referenced in Section 5.5.8. (ii) the occurrence of any of the matters specified in Section 5.5.2 or Section 5.5.3 or (iii) any unauthorized access to or disclosure of registrant account information or registration data. The notice required pursuant to Subsection (iii) shall include a detailed description of the type of unauthorized access, how it occurred, the number of registrants affected, and any action taken by Registrar in response.3.21 Obligations of Registrars Affiliated with Registry Operators. In the event Registrar is Affiliated with any Registry Operator or back-end registry operator (an “Affiliated Relationship”) during the Term of this Agreement, Registrar shall comply with all ICANN Specifications and Policies that may be developed from time to time with respect to such Affiliated Relationships, and will notify ICANN within thirty (30) days of the occurrence of the event that created the Affiliate relationship (e.g., the closing of any merger, acquisition or other transaction, or the execution of any agreement, in each case, giving rise to such Affiliated Relationship).3.22 Cooperation with Emergency Registry Service Providers. In the event that ICANN transitions the operation of a registry for a gTLD in which Registrar sponsors Registered Names to an emergency registry service provider, Registrar shall cooperate in all reasonable respects with such emergency registry service provider, including by entering into a registry-registrar agreement with such provider necessary to effect the transition and by providing all Registered Name Holder data reasonably requested by such emergency operator for the purpose of facilitating an efficient transition of the registry for the gTLD.
- PROCEDURES FOR ESTABLISHMENT OR REVISION OF SPECIFICATIONS AND POLICIES.4.1 Compliance with Consensus Policies and Temporary Policies. During the Term of this Agreement, Registrar shall comply with and implement all Consensus Policies and Temporary Policies in existence as of the Effective Date found at http://www.icann.org/general/consensus-policies.htm, and as may in the future be developed and adopted in accordance with the ICANN Bylaws, provided such future Consensus Policies and Temporary Policies are adopted in accordance with the procedures and relate to those topics and subject to those limitations set forth in the Consensus Policies and Temporary Policies Specification to this Agreement.
- TERM, TERMINATION AND DISPUTE RESOLUTION.5.1 Term of Agreement. This Agreement shall be effective on the Effective Date and shall have an initial term running until the Expiration Date, unless sooner terminated.5.2 Renewal. This Agreement and Registrar’s Accreditation will be renewed for successive periods of five (5) years upon the Expiration Date and the expiration of each successive five-year term thereafter under the terms and conditions of this Agreement, unless:5.2.1 at the time of such renewal, Registrar no longer meets the ICANN registrar Accreditation criteria then in effect;5.2.2 Registrar is not in compliance with its obligations under this Agreement at the time of the Expiration Date or at the expiration of any successive five (5) year term thereafter;5.2.3 Registrar has been given notice by ICANN of three (3) or more material breaches of this Agreement within the two (2) years preceding the Expiration Date or the date of expiration of any successive five (5) year term thereafter; or5.2.4 this Agreement has terminated prior to the Expiration Date or the expiration date of any successive five (5) year term thereafter.In the event Registrar intends to renew this Agreement pursuant to this Section 5.2, Registrar shall provide ICANN written notice thereof during the period that is no more than ninety (90) days and no less than sixty (60) days prior to the Expiration Date and each successive five (5) year term thereafter. The provision of such notice shall not be a condition to renewal hereunder. Pursuant to its customary practices (as may be modified by ICANN), ICANN will provide notice to Registrar of the Expiration Date and the date of expiration of any subsequent term hereunder.5.3 Right to Substitute Updated Agreement. In the event that, during the Term of this Agreement, ICANN adopts a revised form Registrar accreditation agreement (the “Updated RAA”), Registrar (provided it has not received (i) a notice of breach that it has not cured or (ii) a notice of termination or suspension of this Agreement under this Section 5) may elect, by giving ICANN written notice, to enter into the Updated RAA. In the event of such election, Registrar and ICANN shall as soon as practicable enter into the Updated RAA for the term specified in the Updated RAA, and this Agreement will be deemed terminated.5.4 Termination of Agreement by Registrar. This Agreement may be terminated before its expiration by Registrar by giving ICANN thirty (30) days written notice. Upon such termination by Registrar, Registrar shall not be entitled to any refund of fees paid to ICANN pursuant to this Agreement.5.5 Termination of Agreement by ICANN. This Agreement may be terminated before its expiration by ICANN in any of the following circumstances:5.5.1 There was a material misrepresentation, material inaccuracy, or materially misleading statement in Registrar’s application for Accreditation or renewal of Accreditation or any material accompanying the application.5.5.2 Registrar:220.127.116.11 is convicted by a court of competent jurisdiction of a felony or other serious offense related to financial activities, or is judged by a court of competent jurisdiction to have:18.104.22.168.1 committed fraud,22.214.171.124.2 committed a breach of fiduciary duty, or126.96.36.199.3 with actual knowledge (or through gross negligence) permitted Illegal Activity in the registration or use of domain names or in the provision to Registrar by any Registered Name Holder of inaccurate Whois information; or188.8.131.52.4 failed to comply with the terms of an order issued by a court of competent jurisdiction relating to the use of domain names sponsored by the Registrar;or is the subject of a judicial determination that ICANN reasonably deems as the substantive equivalent of any of the foregoing; or184.108.40.206 is disciplined by the government of its domicile for conduct involving dishonesty or misuse of funds of others; or220.127.116.11 is the subject of a non-interlocutory order issued by a court or arbitral tribunal, in each case of competent jurisdiction, finding that Registrar has, directly or through an Affiliate, committed a specific violation(s) of applicable national law or governmental regulation relating to cybersquatting or its equivalent; or18.104.22.168 is found by ICANN, based on its review of the findings of arbitral tribunals, to have been engaged, either directly or through its Affiliate, in a pattern and practice of trafficking in or use of domain names identical or confusingly similar to a trademark or service mark of a third party in which the Registered Name Holder has no rights or legitimate interest, which trademarks have been registered and are being used in bad faith.5.5.3 Registrar knowingly employs any officer that is convicted of a misdemeanor related to financial activities or of any felony, or is judged by a court of competent jurisdiction to have committed fraud or breach of fiduciary duty, or is the subject of a judicial determination that ICANN reasonably deems as the substantive equivalent of any of the foregoing and such officer is not terminated within thirty (30) days of Registrar’s knowledge of the foregoing; or any member of Registrar’s board of directors or similar governing body is convicted of a misdemeanor related to financial activities or of any felony, or is judged by a court of competent jurisdiction to have committed fraud or breach of fiduciary duty, or is the subject of a judicial determination that ICANN reasonably deems as the substantive equivalent of any of the foregoing and such member is not removed from Registrar’s board of directors or similar governing body within thirty (30) days of Registrar’s knowledge of the foregoing.5.5.4 Registrar fails to cure any breach of this Agreement within twenty-one (21) days after ICANN gives Registrar notice of the breach.5.5.5 Registrar fails to comply with a ruling granting specific performance under Sections 5.7 or 22.214.171.124.6 Registrar has been in fundamental and material breach of its obligations under this Agreement at least three (3) times within a twelve (12) month period.5.5.7 Registrar continues acting in a manner that ICANN has reasonably determined endangers the stability or operational integrity of the Internet after receiving three (3) days notice of that determination.5.5.8 (i) Registrar makes an assignment for the benefit of creditors or similar act; (ii) attachment, garnishment or similar proceedings are commenced against Registrar, which proceedings are a material threat to Registrar’s ability to provide Registrar Services for gTLDs, and are not dismissed within sixty (60) days of their commencement; (iii) a trustee, receiver, liquidator or equivalent is appointed in place of Registrar or maintains control over any of Registrar’s property; (iv) execution is levied upon any property of Registrar, (v) proceedings are instituted by or against Registrar under any bankruptcy, insolvency, reorganization or other laws relating to the relief of debtors and such proceedings are not dismissed within thirty (30) days of their commencement, or (vi) Registrar files for protection under the United States Bankruptcy Code, 11 U.S.C. Section 101 et seq., or a foreign equivalent or liquidates, dissolves or otherwise discontinues its operations.5.6 Termination Procedures. This Agreement may be terminated in circumstances described in Subsections 5.5.1 though 5.5.6 above only upon fifteen (15) days written notice to Registrar (in the case of Subsection 5.5.4 occurring after Registrar’s failure to cure), with Registrar being given an opportunity during that time to initiate arbitration under Subsection 5.8 to determine the appropriateness of termination under this Agreement. This Agreement may be terminated immediately upon notice to Registrar in circumstances described in Subsections 5.5.7 and 126.96.36.199.7 Suspension.5.7.1 Upon the occurrence of any of the circumstances set forth in Section 5.5, ICANN may, in ICANN’s sole discretion, upon delivery of a notice pursuant to Subsection 5.7.2, elect to suspend Registrar’s ability to create or sponsor new Registered Names or initiate inbound transfers of Registered Names for any or all gTLDs for a period of up to a twelve (12) months following the effectiveness of such suspension. Suspension of a Registrar does not preclude ICANN’s ability to issue a notice of termination in accordance with the notice requirements of Section 188.8.131.52.2 Any suspension under Subsections 5.7.1 will be effective upon fifteen (15) days written notice to Registrar, with Registrar being given an opportunity during that time to initiate arbitration under Subsection 5.8 to determine the appropriateness of suspension under this Agreement.5.7.3 Upon suspension, Registrar shall notify users, by posting a prominent notice on its web site, that it is unable to create or sponsor new gTLD domain name registrations or initiate inbound transfers of Registered Names. Registrar’s notice shall include a link to the notice of suspension from ICANN.5.7.4 If Registrar acts in a manner that ICANN reasonably determines endangers the stability or operational integrity of the Internet and upon notice does not immediately cure, ICANN may suspend this Agreement for five (5) working days pending ICANN’s application for more extended specific performance or injunctive relief under Subsection 7.1. Suspension of the Agreement under this Subsection may, at ICANN’s sole discretion, preclude the Registrar from (i) providing Registration Services for gTLDs delegated by ICANN on or after the date of delivery of such notice to Registrar and (ii) creating or sponsoring new Registered Names or initiating inbound transfers of Registered Names for any gTLDs. Registrar must also post the statement specified in Subsection 184.108.40.206.8 Resolution of Disputes Under this Agreement. Subject to the limitations set forth in Section 6 and Section 7.4, disputes arising under or in connection with this Agreement, including (1) disputes arising from ICANN’s failure to renew Registrar’s Accreditation and (2) requests for specific performance, shall be resolved in a court of competent jurisdiction or, at the election of either party, by an arbitration conducted as provided in this Subsection 5.8 pursuant to the International Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be conducted in English and shall occur in Los Angeles County, California, USA. Except as set forth in Section 7.4.5, there shall be one (1) arbitrator agreed by the parties from a list of AAA arbitrators, or if parties do not agree on an arbitrator within fifteen (15) days of the AAA request that the parties designate an arbitrator, the AAA shall choose and appoint an arbitrator, paying due regard to the arbitrator’s knowledge of the DNS. The parties shall bear the costs of the arbitration in equal shares, subject to the right of the arbitrator to reallocate the costs in their award as provided in the AAA rules. The parties shall bear their own attorneys’ fees in connection with the arbitration, and the arbitrator may not reallocate the attorneys’ fees in conjunction with their award. The arbitrator shall render its decision within ninety (90) days of the conclusion of the arbitration hearing. In the event Registrar initiates arbitration to contest the appropriateness of termination of this Agreement by ICANN pursuant to Section 5.5 or suspension of Registrar by ICANN pursuant to Section 5.7.1, Registrar may at the same time request that the arbitration panel stay the termination or suspension until the arbitration decision is rendered. The arbitration panel shall order a stay: (i) upon showing by Registrar that continued operations would not be harmful to consumers or the public interest, or (ii) upon appointment by the arbitration panel of a qualified third party to manage the operations of the Registrar until the arbitration decision is rendered. In furtherance of sub-clause (ii) above, the arbitration panel is hereby granted all necessary authority to appoint a qualified third-party to manage the operations of the Registrar upon the Registrar’s request and if the panel deems it appropriate. In selecting the third-party manager, the arbitration panel shall take into consideration, but shall not be bound by, any expressed preferences of Registrar. Any order granting a request for a stay must be issued within fourteen (14) days after the filing of the arbitration. If an order granting a request for a stay is not issued within fourteen (14) days, ICANN has the right to proceed with the termination of this Agreement pursuant to Section 5.5 or suspension of the Registrar pursuant to Section 5.7.1. In the event Registrar initiates arbitration to contest an Independent Review Panel’s decision under Subsection 4.3.3 sustaining the ICANN Board of Director’s determination that a specification or policy is supported by consensus, Registrar may at the same time request that the arbitration panel stay the requirement that it comply with the policy until the arbitration decision is rendered, and that request shall have the effect of staying the requirement until the decision or until the arbitration panel has granted an ICANN request for lifting of the stay. In all litigation involving ICANN concerning this Agreement (whether in a case where arbitration has not been elected or to enforce an arbitration award), jurisdiction and exclusive venue for such litigation shall be in a court located in Los Angeles, California, USA; however, the parties shall also have the right to enforce a judgment of such a court in any court of competent jurisdiction. For the purpose of aiding the arbitration and/or preserving the rights of the parties during the pendency of an arbitration, the parties shall have the right to seek temporary or preliminary injunctive relief from the arbitration panel or in a court located in Los Angeles, California, USA, which shall not be a waiver of this arbitration agreement.5.9 Limitations on Monetary Remedies for Violations of this Agreement. ICANN’s aggregate monetary liability for violations of this Agreement shall not exceed an amount equal to the Accreditation fees paid by Registrar to ICANN under Subsection 3.9 of this Agreement during the preceding twelve-month period. Registrar’s monetary liability to ICANN for violations of this Agreement shall be limited to Accreditation fees owing to ICANN under this Agreement and, except in the case of a good faith disagreement concerning the interpretation of this agreement, reasonable payment to ICANN for the reasonable and direct costs including attorney fees, staff time, and other related expenses associated with legitimate efforts to enforce Registrar compliance with this agreement and costs incurred by ICANN to respond to or mitigate the negative consequences of such behavior for Registered Name Holders and the Internet community. In the event of repeated willful material breaches of the agreement, Registrar shall be liable for sanctions of up to five (5) times ICANN’s enforcement costs, but otherwise in no event shall either party be liable for special, indirect, incidental, punitive, exemplary, or consequential damages for any violation of this Agreement.
- AMENDMENT AND WAIVER.6.1 If the ICANN Board of Directors determines that an amendment to this Agreement (including to the Specifications referred to herein, unless such Specifications expressly do not permit amendment thereto) and all other registrar agreements between ICANN and the Applicable Registrars (the “Applicable Registrar Agreements”) is desirable (each, a “Special Amendment”), ICANN may adopt a Special Amendment pursuant to the requirements of and process set forth in this Section 6; provided that a Special Amendment may not be a Restricted Amendment.6.2 Prior to submitting a Special Amendment for Registrar Approval, ICANN shall first consult in good faith with the Working Group regarding the form and substance of such Special Amendment. The duration of such consultation shall be reasonably determined by ICANN based on the substance of the Special Amendment. Following such consultation, ICANN may propose the adoption of a Special Amendment by publicly posting such amendment on its website for no less than thirty (30) calendar days (the “Posting Period”) and providing notice of such proposed amendment to the Applicable Registrars in accordance with Section 7.6. ICANN will consider the public comments submitted on a Special Amendment during the Posting Period (including comments submitted by the Applicable Registrars).6.3 If, within one hundred eighty (180) calendar days following the expiration of the Posting Period (the “Approval Period”), the ICANN Board of Directors approves a Special Amendment (which may be in a form different than submitted for public comment, but must address the subject matter of the Special Amendment posted for public comment, as modified to reflect and/or address input from the Working Group and public comments), ICANN shall provide notice of, and submit, such Special Amendment for approval or disapproval by the Applicable Registrars. If, during the sixty (60) calendar day period following the date ICANN provides such notice to the Applicable Registrars, such Special Amendment receives Registrar Approval, such Special Amendment shall be deemed approved (an “Approved Amendment”) by the Applicable Registrars, and shall be effective and deemed an amendment to this Agreement on the date that is sixty (60) calendar days following the date ICANN provided notice of the approval of such Approved Amendment to Registrar (the “Amendment Effective Date”). In the event that a Special Amendment does not receive Registrar Approval, the Special Amendment shall be deemed not approved by the Applicable Registrars (a “Rejected Amendment”). A Rejected Amendment will have no effect on the terms and conditions of this Agreement, except as set forth below.6.4 If the ICANN Board of Directors reasonably determines that a Rejected Amendment falls within the subject matter categories set forth in Section 1.2 of the Consensus Policies and Temporary Policies Specification, the ICANN Board of Directors may adopt a resolution (the date such resolution is adopted is referred to herein as the “Resolution Adoption Date”) requesting an Issue Report (as such term is defined in ICANN’s Bylaws) by the Generic Names Supporting Organization (the “GNSO”) regarding the substance of such Rejected Amendment. The policy development process undertaken by the GNSO pursuant to such requested Issue Report is referred to herein as a “PDP.” If such PDP results in a Final Report supported by a GNSO Supermajority (as defined in ICANN’s Bylaws) that either (i) recommends adoption of the Rejected Amendment as Consensus Policy or (ii) recommends against adoption of the Rejected Amendment as Consensus Policy, and, in the case of (i) above, the Board adopts such Consensus Policy, Registrar shall comply with its obligations pursuant to Section 4 of this Agreement. In either case, ICANN will abandon the Rejected Amendment and it will have no effect on the terms and conditions of this Agreement. Notwithstanding the foregoing provisions of this Section 6.4, the ICANN Board of Directors shall not be required to initiate a PDP with respect to a Rejected Amendment if, at any time in the twelve (12) month period preceding the submission of such Rejected Amendment for Registrar Approval pursuant to Section 6.3, the subject matter of such Rejected Amendment was the subject of a concluded or otherwise abandoned or terminated PDP that did not result in a GNSO Supermajority recommendation.6.5 If (i) a Rejected Amendment does not fall within the subject matter categories set forth in Section 1.2 of the Consensus Policies and Temporary Policies Specification, (ii) the subject matter of a Rejected Amendment was, at any time in the twelve (12) month period preceding the submission of such Rejected Amendment for Registrar Approval pursuant to Section 6.3, the subject of a concluded or otherwise abandoned or terminated PDP that did not result in a GNSO Supermajority recommendation, or (iii) a PDP does not result in a Final Report supported by a GNSO Supermajority that either (a) recommends adoption of the Rejected Amendment as Consensus Policy or (b) recommends against adoption of the Rejected Amendment as Consensus Policy (or such PDP has otherwise been abandoned or terminated for any reason), then, in any such case, such Rejected Amendment may still be adopted and become effective in the manner described below. In order for the Rejected Amendment to be adopted, the following requirements must be satisfied:6.5.1 the subject matter of the Rejected Amendment must be within the scope of ICANN’s mission and consistent with a balanced application of its core values (as described in ICANN’s Bylaws);6.5.2 the Rejected Amendment must be justified by a Substantial and Compelling Reason in the Public Interest, must be likely to promote such interest, taking into account competing public and private interests that are likely to be affected by the Rejected Amendment, and must be narrowly tailored and no broader than reasonably necessary to address such Substantial and Compelling Reason in the Public Interest;6.5.3 to the extent the Rejected Amendment prohibits or requires conduct or activities, imposes material costs on the Applicable Registrars, and/or materially reduces public access to domain name services, the Rejected Amendment must be the least restrictive means reasonably available to address the Substantial and Compelling Reason in the Public Interest;6.5.4 the ICANN Board of Directors must submit the Rejected Amendment, along with a written explanation of the reasoning related to its determination that the Rejected Amendment meets the requirements set out in subclauses (i) through (iii) above, for public comment for a period of no less than thirty (30) calendar days; and6.5.5 following such public comment period, the ICANN Board of Directors must (i) engage in consultation (or direct ICANN management to engage in consultation) with the Working Group, subject matter experts, members of the GNSO, relevant advisory committees and other interested stakeholders with respect to such Rejected Amendment for a period of no less than sixty (60) calendar days; and (ii) following such consultation, reapprove the Rejected Amendment (which may be in a form different than submitted for Registrar Approval, but must address the subject matter of the Rejected Amendment, as modified to reflect and/or address input from the Working Group and public comments) by the affirmative vote of at least two-thirds of the members of the ICANN Board of Directors eligible to vote on such matter, taking into account any ICANN policy affecting such eligibility, including ICANN’s Conflict of Interest Policy (a “Board Amendment”).Such Board Amendment shall, subject to Section 6.6, be deemed an Approved Amendment, and shall be effective and deemed an amendment to this Agreement on the date that is sixty (60) calendar days following the date ICANN provided notice of the approval of such Board Amendment to Registrar (which effective date shall be deemed the Amendment Effective Date hereunder). Notwithstanding the foregoing, a Board Amendment may not amend the registrar fees charged by ICANN hereunder, or amend this Section 6.6.6 Notwithstanding the provisions of Section 6.5, a Board Amendment shall not be deemed an Approved Amendment if, during the thirty (30) calendar day period following the approval by the ICANN Board of Directors of the Board Amendment, the Working Group, on the behalf of the Applicable Registrars, submits to the ICANN Board of Directors an alternative to the Board Amendment (an “Alternative Amendment”) that meets the following requirements:6.6.1 sets forth the precise text proposed by the Working Group to amend this Agreement in lieu of the Board Amendment;6.6.2 addresses the Substantial and Compelling Reason in the Public Interest identified by the ICANN Board of Directors as the justification for the Board Amendment; and6.6.3 compared to the Board Amendment is: (a) more narrowly tailored to address such Substantial and Compelling Reason in the Public Interest, and (b) to the extent the Alternative Amendment prohibits or requires conduct or activities, imposes material costs on Affected Registrars, or materially reduces access to domain name services, is a less restrictive means to address the Substantial and Compelling Reason in the Public Interest.Any proposed amendment that does not meet the requirements of subclauses 6.6.1 through 6.6.3 in the immediately preceding sentence shall not be considered an Alternative Amendment hereunder and therefore shall not supersede or delay the effectiveness of the Board Amendment. If, following the submission of the Alternative Amendment to the ICANN Board of Directors, the Alternative Amendment receives Registrar Approval, the Alternative Amendment shall supersede the Board Amendment and shall be deemed an Approved Amendment hereunder (and shall be effective and deemed an amendment to this Agreement on the date that is sixty (60) calendar days following the date ICANN provided notice of the approval of such Alternative Amendment to Registrar, which effective date shall deemed the Amendment Effective Date hereunder), unless, within a period of sixty (60) calendar days following the date that the Working Group notifies the ICANN Board of Directors of Registrar Approval of such Alternative Amendment (during which time ICANN shall engage with the Working Group with respect to the Alternative Amendment), the ICANN Board of Directors by the affirmative vote of at least two-thirds of the members of the ICANN Board of Directors eligible to vote on such matter, taking into account any ICANN policy affecting such eligibility, including ICANN’s Conflict of Interest Policy, rejects the Alternative Amendment. If (A) the Alternative Amendment does not receive Registrar Approval within thirty (30) days of submission of such Alternative Amendment to the Applicable Registrars (and the Working Group shall notify ICANN of the date of such submission), or (B) the ICANN Board of Directors rejects the Alternative Amendment by such two-thirds vote, the Board Amendment (and not the Alternative Amendment) shall be effective and deemed an amendment to this Agreement on the date that is sixty (60) calendar days following the date ICANN provided notice to Registrar (which effective date shall deemed the Amendment Effective Date hereunder). If the ICANN Board of Directors rejects an Alternative Amendment, the board shall publish a written rationale setting forth its analysis of the criteria set forth in Sections 6.6.1 through 6.6.3. The ability of the ICANN Board of Directors to reject an Alternative Amendment hereunder does not relieve the Board of the obligation to ensure that any Board Amendment meets the criteria set forth in Section 6.5.1 through 220.127.116.11.7 In the event that Registrar believes an Approved Amendment does not meet the substantive requirements set out in this Section 6 or has been adopted in contravention of any of the procedural provisions of this Section 6, Registrar may challenge the adoption of such Special Amendment pursuant to the dispute resolution provisions set forth in Section 5.8, except that such arbitration shall be conducted by a three-person arbitration panel. Any such challenge must be brought within sixty (60) calendar days following the date ICANN provided notice to Registrar of the Approved Amendment, and ICANN may consolidate all challenges brought by registrars (including Registrar) into a single proceeding. The Approved Amendment will be deemed not to have amended this Agreement during the pendency of the dispute resolution process.6.8 Registrar may apply in writing to ICANN for an exemption from the Approved Amendment (each such request submitted by Registrar hereunder, an “Exemption Request”) during the thirty (30) calendar day period following the date ICANN provided notice to Registrar of such Approved Amendment.6.8.1 Each Exemption Request will set forth the basis for such request and provide detailed support for an exemption from the Approved Amendment. An Exemption Request may also include a detailed description and support for any alternatives to, or a variation of, the Approved Amendment proposed by such Registrar.6.8.2 An Exemption Request may only be granted upon a clear and convincing showing by Registrar that compliance with the Approved Amendment conflicts with applicable laws or would have a material adverse effect on the long-term financial condition or results of operations of Registrar. No Exemption Request will be granted if ICANN determines, in its reasonable discretion, that granting such Exemption Request would be materially harmful to registrants or result in the denial of a direct benefit to registrants.6.8.3 Within ninety (90) calendar days of ICANN’s receipt of an Exemption Request, ICANN shall either approve (which approval may be conditioned or consist of alternatives to or a variation of the Approved Amendment) or deny the Exemption Request in writing, during which time the Approved Amendment will not amend this Agreement.6.8.4 If the Exemption Request is approved by ICANN, the Approved Amendment will not amend this Agreement; provided, that any conditions, alternatives or variations of the Approved Amendment required by ICANN shall be effective and, to the extent applicable, will amend this Agreement as of the Amendment Effective Date. If such Exemption Request is denied by ICANN, the Approved Amendment will amend this Agreement as of the Amendment Effective Date (or, if such date has passed, such Approved Amendment shall be deemed effective immediately on the date of such denial), provided that Registrar may, within thirty (30) calendar days following receipt of ICANN’s determination, appeal ICANN’s decision to deny the Exemption Request pursuant to the dispute resolution procedures set forth in Section 18.104.22.168.5 The Approved Amendment will be deemed not to have amended this Agreement during the pendency of the dispute resolution process. For avoidance of doubt, only Exemption Requests submitted by Registrar that are approved by ICANN pursuant to this Article 6 or through an arbitration decision pursuant to Section 5.8 shall exempt Registrar from any Approved Amendment, and no Exemption Request granted to any other Applicable Registrar (whether by ICANN or through arbitration), shall have any effect under this Agreement or exempt Registrar from any Approved Amendment.6.9 Except as set forth in Section 4, Subsection 5.3, this Section 6, Section 7.4 and as otherwise set forth in this Agreement and the Specifications hereto, no amendment, supplement or modification of this Agreement or any provision hereof shall be binding unless executed in writing by both parties, and nothing in this Section 6 or Section 7.4 shall restrict ICANN and Registrar from entering into bilateral amendments and modifications to this Agreement negotiated solely between the two parties. No waiver of any provision of this Agreement shall be binding unless evidenced by a writing signed by the party waiving compliance with such provision. No waiver of any of the provisions of this Agreement or failure to enforce any of the provisions hereof shall be deemed or shall constitute a waiver of any other provision hereof, nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided. For the avoidance of doubt, nothing in this Section 6 or Section 7.4 shall be deemed to limit Registrar’s obligation to comply with Section 4.6.10 Notwithstanding anything in this Section 6 to the contrary, (a) if Registrar provides evidence to ICANN’s reasonable satisfaction that the Approved Amendment would materially increase the cost of providing Registrar Services, then ICANN will allow up to one-hundred eighty (180) calendar days for the Approved Amendment to become effective with respect to Registrar, and (b) no Approved Amendment adopted pursuant to Section 6 shall become effective with respect to Registrar if Registrar provides ICANN with an irrevocable notice of termination pursuant to Section 5.4.
- MISCELLANEOUS PROVISIONS.7.1 Specific Performance. While this Agreement is in effect, either party may seek specific performance of any provision of this Agreement in the manner provided in Section 5.8, provided the party seeking such performance is not in material breach of its obligations.7.2 Handling by ICANN of Registrar-Supplied Data. Before receiving any Personal Data from Registrar, ICANN shall specify to Registrar in writing the purposes for and conditions under which ICANN intends to use the Personal Data. ICANN may from time to time provide Registrar with a revised specification of such purposes and conditions, which specification shall become effective no fewer than thirty (30) days after it is provided to Registrar. ICANN shall not use Personal Data provided by Registrar for a purpose or under conditions inconsistent with the specification in effect when the Personal Data was provided. ICANN shall take reasonable steps to avoid uses of the Personal Data by third parties inconsistent with the specification.7.3 Assignment; Change of Ownership or Management.7.3.1 Except as set forth in this Section 7.3.1, either party may assign or transfer this Agreement only with the prior written consent of the other party, which shall not be unreasonably withheld. If ICANN fails to expressly provide or withhold its consent to any requested assignment (an “Assignment Request”) of this Agreement by Registrar within thirty (30) calendar days of ICANN’s receipt of notice of such Assignment Request (or, if ICANN has requested additional information from Registrar in connection with its review of such request, sixty (60) calendar days of the receipt of all requested written information regarding such request) from Registrar, ICANN shall be deemed to have consented to such requested assignment. Notwithstanding the foregoing, (i) ICANN may assign this Agreement without the consent of Registrar upon approval of the ICANN Board of Directors in conjunction with a reorganization, reconstitution or re-incorporation of ICANN upon such assignee’s express assumption of the terms and conditions of this Agreement, (ii) Registrar may assign this Agreement without the consent of ICANN to a wholly-owned subsidiary of Registrar upon such subsidiary’s express assumption of the terms and conditions of this Agreement, and (iii) ICANN shall be deemed to have consented to an Assignment Request in which the assignee associated with such Assignment Request is a party to a Registrar Accreditation Agreement with ICANN on the terms set forth in this Agreement (provided that such assignee is then in compliance with the terms and conditions of such Registrar Accreditation Agreement in all material respects), unless ICANN provides to Registrar a written objection to such Assignment Request within ten (10) calendar days of ICANN’s receipt of notice of such Assignment Request pursuant to this Section 22.214.171.124.3.2 To the extent that an entity acquires a Controlling interest in Registrar’s stock, assets or business, Registrar shall provide ICANN notice within seven (7) days of such an acquisition. Such notification shall include a statement that affirms that Registrar meets the Specification or Policy on Accreditation criteria then in effect, and is in compliance with its obligations under this Agreement. Within thirty (30) days of such notification, ICANN may request additional information from the Registrar establishing compliance with this Agreement, in which case Registrar must supply the requested information within fifteen (15) days. Any disputes concerning Registrar’s continued Accreditation shall be resolved pursuant to Section 126.96.36.199 Negotiation Process.7.4.1 If either the Chief Executive Officer of ICANN (“CEO”) or the Chairperson of the Registrar Stakeholder Group (“Chair”) desires to discuss any revision(s) to this Agreement, the CEO or Chair, as applicable, shall provide written notice to the other person, which shall set forth in reasonable detail the proposed revisions to this Agreement (a “Negotiation Notice”). Notwithstanding the foregoing, neither the CEO nor the Chair may (i) propose revisions to this Agreement that modify any Consensus Policy then existing, (ii) propose revisions to this Agreement pursuant to this Section 7.4 on or before June 30, 2014, or (iii) propose revisions or submit a Negotiation Notice more than once during any twelve month period beginning on July 1, 2014.7.4.2 Following receipt of the Negotiation Notice by either the CEO or the Chair, ICANN and the Working Group shall consult in good faith negotiations regarding the form and substance of the proposed revisions to this Agreement, which shall be in the form of a proposed amendment to this Agreement (the “Proposed Revisions”), for a period of at least ninety (90) calendar days (unless a resolution is earlier reached) and attempt to reach a mutually acceptable agreement relating to the Proposed Revisions (the “Discussion Period”).7.4.3 If, following the conclusion of the Discussion Period, an agreement is reached on the Proposed Revisions, ICANN shall post the mutually agreed Proposed Revisions on its website for public comment for no less than thirty (30) calendar days (the “Posting Period”) and provide notice of such revisions to all Applicable Registrars in accordance with Section 7.6. ICANN and the Working Group will consider the public comments submitted on the Proposed Revisions during the Posting Period (including comments submitted by the Applicable Registrars). Following the conclusion of the Posting Period, the Proposed Revisions shall be submitted for Registrar Approval and approval by the ICANN Board of Directors. If such approvals are obtained, the Proposed Revisions shall be deemed an Approved Amendment by the Applicable Registrars and ICANN, and shall be effective and deemed an amendment to this Agreement upon sixty (60) calendar days notice from ICANN to Registrar.7.4.4 If, following the conclusion of the Discussion Period, an agreement is not reached between ICANN and the Working Group on the Proposed Revisions, either the CEO or the Chair may provide the other person written notice (the “Mediation Notice”) requiring each party to attempt to resolve the disagreements related to the Proposed Revisions through impartial, facilitative (non-evaluative) mediation in accordance with the terms and conditions set forth below. In the event that a Mediation Notice is provided, ICANN and the Working Group shall, within fifteen (15) calendar days thereof, simultaneously post the text of their desired version of the Proposed Revisions and a position paper with respect thereto on ICANN’s website.188.8.131.52 The mediation shall be conducted by a single mediator selected by the parties. If the parties cannot agree on a mediator within fifteen (15) calendar days following receipt by the CEO or Chair, as applicable, of the Mediation Notice, the parties will promptly select a mutually acceptable mediation provider entity, which entity shall, as soon as practicable following such entity’s selection, designate a mediator, who is a licensed attorney with general knowledge of contract law and, to the extent necessary to mediate the particular dispute, general knowledge of the domain name system. Any mediator must confirm in writing that he or she is not, and will not become during the term of the mediation, an employee, partner, executive officer, director, or security holder of ICANN or an Applicable Registrar. If such confirmation is not provided by the appointed mediator, then a replacement mediator shall be appointed pursuant to this Section 184.108.40.206.220.127.116.11 The mediator shall conduct the mediation in accordance with the rules and procedures for facilitative mediation that he or she determines following consultation with the parties. The parties shall discuss the dispute in good faith and attempt, with the mediator’s assistance, to reach an amicable resolution of the dispute.18.104.22.168 Each party shall bear its own costs in the mediation. The parties shall share equally the fees and expenses of the mediator.22.214.171.124 If an agreement is reached during the mediation, ICANN shall post the mutually agreed Proposed Revisions on its website for the Posting Period and provide notice to all Applicable Registrars in accordance with Section 7.6. ICANN and the Working Group will consider the public comments submitted on the agreed Proposed Revisions during the Posting Period (including comments submitted by the Applicable Registrars). Following the conclusion of the Posting Period, the Proposed Revisions shall be submitted for Registrar Approval and approval by the ICANN Board of Directors. If such approvals are obtained, the Proposed Revisions shall be deemed an Approved Amendment by the Applicable Registrars and ICANN, and shall be effective and deemed an amendment to this Agreement upon sixty (60) days notice from ICANN to Registrar.126.96.36.199 If the parties have not resolved the dispute for any reason by the date that is ninety (90) calendar days following receipt by the CEO or Chair, as applicable, of the Mediation Notice, the mediation shall automatically terminate (unless extended by agreement of the parties). The mediator shall deliver to the parties a definition of the issues that could be considered in future arbitration, if invoked. Those issues are subject to the limitations set forth in Section 188.8.131.52 below.7.4.5 If, following mediation, ICANN and the Working Group have not reached an agreement on the Proposed Revisions, either the CEO or the Chair may provide the other person written notice (an “Arbitration Notice”) requiring ICANN and the Applicable Registry Operators to resolve the dispute through binding arbitration in accordance with the arbitration provisions of Section 5.8, subject to the requirements and limitations of this Section 184.108.40.206.4.5.1 If an Arbitration Notice is sent, the mediator’s definition of issues, along with the Proposed Revisions (be those from ICANN, Registrars or both) shall be posted for public comment on ICANN’s website for a period of no less than thirty (30) calendar days. ICANN and the Working Group will consider the public comments submitted on the Proposed Revisions during the Posting Period (including comments submitted by the Applicable Registrars), and information regarding such comments and consideration shall be provided to the a three (3) person arbitrator panel. Each party may modify its Proposed Revisions before and after the Posting Period. The arbitration proceeding may not commence prior to the closing of such public comment period, and ICANN may consolidate all challenges brought by registrars (including Registrar) into a single proceeding. Except as set forth in this Section 220.127.116.11, the arbitration shall be conducted pursuant to Section 18.104.22.168.5.2 No dispute regarding the Proposed Revisions may be submitted for arbitration to the extent the subject matter of the Proposed Revisions (i) relates to Consensus Policy, (ii) falls within the subject matter categories set forth in Section 1.2 of the Consensus Policies and Temporary Policies Specification , or (iii) seeks to amend any of the following provisions or Specifications of this Agreement: Sections 2, 4 and 6; subsections 3.1, 3.2, 3.3, 3.4, 3.5, 3.7, 3.8, 3.9, 3.14, 3.19, 3.21, 5.1, 5.2 or 5.3; and the Consensus Policies and Temporary Policies Specification, Data Retention Specification, WHOIS Accuracy Program Specification, Registration Data Directory Service (WHOIS) Specification or the Additional Registrar Operation Specification.22.214.171.124 The mediator will brief the arbitrator panel regarding ICANN and the Working Group’s respective proposals relating to the Proposed Revisions.126.96.36.199 No amendment to this Agreement relating to the Proposed Revisions may be submitted for arbitration by either the Working Group or ICANN, unless, in the case of the Working Group, the proposed amendment has received Registrar Approval and, in the case of ICANN, the proposed amendment has been approved by the ICANN Board of Directors.188.8.131.52 In order for the arbitrator panel to approve either ICANN or the Working Group’s proposed amendment relating to the Proposed Revisions, the arbitrator panel must conclude that such proposed amendment is consistent with a balanced application of ICANN’s core values (as described in ICANN’s Bylaws) and reasonable in light of the balancing of the costs and benefits to the business interests of the Applicable Registrars and ICANN (as applicable), and the public benefit sought to be achieved by the Proposed Revisions as set forth in such amendment. If the arbitrator panel concludes that either ICANN or the Working Group’s proposed amendment relating to the Proposed Revisions meets the foregoing standard, such amendment shall be effective and deemed an amendment to this Agreement upon sixty (60) calendar days notice from ICANN to Registrar and deemed an Approved Amendment hereunder.7.4.6 With respect to an Approved Amendment relating to an amendment proposed by ICANN, Registrar may apply in writing to ICANN for an exemption from such amendment pursuant to the provisions of Section 184.108.40.206.7 Notwithstanding anything in this Section 7.4 to the contrary, (a) if Registrar provides evidence to ICANN’s reasonable satisfaction that the Approved Amendment would materially increase the cost of providing Registrar Services, then ICANN will allow up to one-hundred eighty (180) calendar days for the Approved Amendment to become effective with respect to Registrar, and (b) no Approved Amendment adopted pursuant to Section 7.4 shall become effective with respect to Registrar if Registrar provides ICANN with an irrevocable notice of termination pursuant to Section 220.127.116.11 No Third-Party Beneficiaries. This Agreement shall not be construed to create any obligation by either ICANN or Registrar to any non-party to this Agreement, including any Registered Name Holder.7.6 Notices and Designations. Except as provided in Section 4.4 and Section 6, all notices to be given under this Agreement shall be given in writing at the address of the appropriate party as set forth below, unless that party has given a notice of change of address in writing. Each party shall notify the other party within thirty (30) days of any change to its contact information. Any written notice required by this Agreement shall be deemed to have been properly given when delivered in person, when sent by electronic facsimile with receipt of confirmation of delivery, when scheduled for delivery by internationally recognized courier service, or when delivered by electronic means followed by an affirmative confirmation of receipt by the recipient’s facsimile machine or email server. For any notice of a new Specification or Policy established in accordance with this Agreement, Registrar shall be afforded a reasonable period of time after notice of the establishment of such Specification or Policy is e-mailed to Registrar and posted on the ICANN website in which to comply with that specification, policy or program, taking into account any urgency involved. Notices and designations by ICANN under this Agreement shall be effective when written notice of them is deemed given to Registrar.If to ICANN, addressed to:Attention: Registrar Accreditation Notices
Internet Corporation for Assigned Names and Numbers
12025 Waterfront Drive, Suite 300
Los Angeles, California 90094-2536 USA
Telephone: +1 310 823-9358
Facsimile: + 1 310 823-8649
If to Registrar, addressed to:Attention: [contact person]
Registrar Website URL: [URL]
Telephone: [telephone number]
Facsimile: [fax number]
e-mail: [e-mail address]7.7 Dates and Times. All dates and times relevant to this Agreement or its performance shall be computed based on the date and time observed in Los Angeles, California, USA.7.8 Language. All notices, designations, and Specifications or Policies made under this Agreement shall be in the English language.7.9 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.7.10 Entire Agreement. Except to the extent (a) expressly provided in a written agreement executed by both parties concurrently herewith or (b) of written assurances provided by Registrar to ICANN in connection with its Accreditation, this Agreement (including the specifications, which form part of it) constitutes the entire agreement of the parties pertaining to the Accreditation of Registrar and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between the parties on that subject.7.11 Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such provision shall be excluded from this Agreement; (b) the balance of this Agreement shall be interpreted as if such provision were so excluded; and (c) the balance of this Agreement shall be enforceable in accordance with its terms.
[signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate by their duly authorized representatives.
WHOIS ACCURACY PROGRAM SPECIFICATION
Registrar shall implement and comply with the requirements set forth in this Specification, as well as any commercially practical updates to this Specification that are developed by ICANN and the Registrar Stakeholder Group during the Term of the Registrar Accreditation Agreement.
- Except as provided for in Section 3 below, within fifteen (15) days of (1) the registration of a Registered Name sponsored by Registrar, (2) the transfer of the sponsorship of a Registered Name to Registrar, or (3) any change in the Registered Name Holder with respect to any Registered Name sponsored by Registrar, Registrar will, with respect to both Whois information and the corresponding customer account holder contact information related to such Registered Name:
- Validate the presence of data for all fields required under Subsection 3.3.1 of the Agreement in a proper format for the applicable country or territory.
- Validate that all email addresses are in the proper format according to RFC 5322 (or its successors).
- Validate that telephone numbers are in the proper format according to the ITU-T E.164 notation for international telephone numbers (or its equivalents or successors).
- Validate that postal addresses are in a proper format for the applicable country or territory as defined in UPU Postal addressing format templates, the S42 address templates (as they may be updated) or other standard formats.
- Validate that all postal address fields are consistent across fields (for example: street exists in city, city exists in state/province, city matches postal code) where such information is technically and commercially feasible for the applicable country or territory.
- the email address of the Registered Name Holder (and, if different, the Account Holder) by sending an email requiring an affirmative response through a tool-based authentication method such as providing a unique code that must be returned in a manner designated by the Registrar, or
- the telephone number of the Registered Name Holder (and, if different, the Account Holder) by either (A) calling or sending an SMS to the Registered Name Holder’s telephone number providing a unique code that must be returned in a manner designated by the Registrar, or (B) calling the Registered Name Holder’s telephone number and requiring the Registered Name Holder to provide a unique code that was sent to the Registered Name Holder via web, email or postal mail.
- Except as provided in Section 3 below, within fifteen (15) calendar days after receiving any changes to contact information in Whois or the corresponding customer account contact information related to any Registered Name sponsored by Registrar (whether or not Registrar was previously required to perform the validation and verification requirements set forth in this Specification in respect of such Registered Name), Registrar will validate and, to the extent required by Section 1, verify the changed fields in the manner specified in Section 1 above. If Registrar does not receive an affirmative response from the Registered Name Holder providing the required verification, Registrar shall either verify the applicable contact information manually or suspend the registration, until such time as Registrar has verified the applicable contact information. If Registrar does not receive an affirmative response from the Account Holder, Registrar shall verify the applicable contact information manually, but is not required to suspend any registration.
- Except as set forth in paragraph 4 below, Registrar is not required to perform the above validation and verification procedures in Section 1(a) through 1(f) above, if Registrar has already successfully completed the validation and verification procedures on the identical contact information and is not in possession of facts or knowledge of circumstances that suggest that the information is no longer valid.
- If Registrar has any information suggesting that the contact information specified in Section 1(a) through 1(f) above is incorrect (such as Registrar receiving a bounced email notification or non-delivery notification message in connection with compliance with ICANN’s Whois Data Reminder Policy or otherwise) for any Registered Name sponsored by Registrar (whether or not Registrar was previously required to perform the validation and verification requirements set forth in this Specification in respect of such Registered Name), Registrar must verify or re-verify, as applicable, the email address(es) as described in Section 1.f (for example by requiring an affirmative response to a Whois Data Reminder Policy notice). If, within fifteen (15) calendar days after receiving any such information, Registrar does not receive an affirmative response from the Registered Name Holder providing the required verification, Registrar shall either verify the applicable contact information manually or suspend the registration, until such time as Registrar has verified the applicable contact information. If, within fifteen (15) calendar days after receiving any such information, Registrar does not receive an affirmative response from the customer paying for the Registered Name, if applicable, providing the required verification, Registrar shall verify the applicable contact information manually, but is not required to suspend any registration.
- Upon the occurrence of a Registered Name Holder’s willful provision of inaccurate or unreliable WHOIS information, its willful failure promptly to update information provided to Registrar, or its failure to respond for over fifteen (15) calendar days to inquiries by Registrar concerning the accuracy of contact details associated with the Registered Name Holder’s registration, Registrar shall either terminate or suspend the Registered Name Holder’s Registered Name or place such registration on clientHold and clientTransferProhibited, until such time as Registrar has validated the information provided by the Registered Name Holder.
- The terms and conditions of this Specification shall be reviewed by ICANN in consultation with the Registrar Stakeholder Group on or about the first anniversary of the date that the form of this Agreement is first executed by a registrar.
- Nothing within this Specification shall be deemed to require Registrar to perform verification or validation of any customer account holder information where the customer account holder does not have any Registered Names under sponsorship of Registrar.
REGISTRATION DATA DIRECTORY SERVICE (WHOIS) SPECIFICATION
- Registration Data Directory Services. Until ICANN requires a different protocol, Registrar will operate a WHOIS service available via port 43 in accordance with RFC 3912, and a web-based Directory Service providing free public query-based access to at least the elements set forth in Section 18.104.22.168 through 22.214.171.124 of the Registrar Accreditation Agreement in the format set forth in Section 1.4 of this Specification. ICANN reserves the right to specify alternative formats and protocols, and upon such specification, the Registrar will implement such alternative specification as soon as reasonably practicable.Following the publication by the IETF of a Proposed Standard, Draft Standard or Internet Standard and any revisions thereto (as specified in RFC 2026) relating to the web-based directory service as specified in the IETF Web Extensible Internet Registration Data Service working group, Registrar shall implement the directory service specified in any such standard (or any revision thereto) no later than 135 days after such implementation is requested by ICANN. Registrar shall implement internationalized registration data publication guidelines according to the specification published by ICANN following the work of the ICANN Internationalized Registration Data Working Group (IRD-WG) and its subsequent efforts, no later than 135 days after it is approved by the ICANN Board.1.1. The format of responses shall follow a semi-free text format outline below, followed by a blank line and a legal disclaimer specifying the rights of Registrar, and of the user querying the database.1.2. Each data object shall be represented as a set of key/value pairs, with lines beginning with keys, followed by a colon and a space as delimiters, followed by the value.1.3. For fields where more than one value exists, multiple numbered key/value pairs with the same key shall be allowed (for example to list multiple name servers). The first key/value pair after a blank line should be considered the start of a new record, and should be considered as identifying that record, and is used to group data, such as hostnames and IP addresses, or a domain name and registrant information, together.1.4. Domain Name Data:1.4.1. Query format: whois –h whois.example-registrar.tld EXAMPLE.TLD1.4.2. Response format:The format of responses shall contain all the elements and follow a semi-free text format outline below. Additional data elements can be added at the end of the text format outlined below. The data element may, at the option of Registrar, be followed by a blank line and a legal disclaimer specifying the rights of Registrar, and of the user querying the database (provided that any such legal disclaimer must be preceded by such blank line).Domain Name: EXAMPLE.TLD
Registry Domain ID: D1234567-TLD
Registrar WHOIS Server: whois.example-registrar.tld
Registrar URL: http://www.example-registrar.tld
Updated Date: 2009-05-29T20:13:00Z
Creation Date: 2000-10-08T00:45:00Z
Registrar Registration Expiration Date: 2010-10-08T00:44:59Z
Registrar: EXAMPLE REGISTRAR LLC
Registrar IANA ID: 5555555
Registrar Abuse Contact Email: email@example.com
Registrar Abuse Contact Phone: +1.1235551234
Reseller: EXAMPLE RESELLER1
Domain Status: clientDeleteProhibited2
Domain Status: clientRenewProhibited
Domain Status: clientTransferProhibited
Registry Registrant ID: 5372808-ERL3
Registrant Name: EXAMPLE REGISTRANT4
Registrant Organization: EXAMPLE ORGANIZATION
Registrant Street: 123 EXAMPLE STREET
Registrant City: ANYTOWN
Registrant State/Province: AP5
Registrant Postal Code: A1A1A16
Registrant Country: AA
Registrant Phone: +1.5555551212
Registrant Phone Ext: 12347
Registrant Fax: +1.5555551213
Registrant Fax Ext: 4321
Registrant Email: EMAIL@EXAMPLE.TLD
Registry Admin ID: 5372809-ERL8
Admin Name: EXAMPLE REGISTRANT ADMINISTRATIVE
Admin Organization: EXAMPLE REGISTRANT ORGANIZATION
Admin Street: 123 EXAMPLE STREET
Admin City: ANYTOWN
Admin State/Province: AP
Admin Postal Code: A1A1A1
Admin Country: AA
Admin Phone: +1.5555551212
Admin Phone Ext: 1234
Admin Fax: +1.5555551213
Admin Fax Ext: 1234
Admin Email: EMAIL@EXAMPLE.TLD
Registry Tech ID: 5372811-ERL9
Tech Name: EXAMPLE REGISTRANT TECHNICAL
Tech Organization: EXAMPLE REGISTRANT LLC
Tech Street: 123 EXAMPLE STREET
Tech City: ANYTOWN
Tech State/Province: AP
Tech Postal Code: A1A1A1
Tech Country: AA
Tech Phone: +1.1235551234
Tech Phone Ext: 1234
Tech Fax: +1.5555551213
Tech Fax Ext: 93
Tech Email: EMAIL@EXAMPLE.TLD
Name Server: NS01.EXAMPLE-REGISTRAR.TLD10
Name Server: NS02.EXAMPLE-REGISTRAR.TLD
URL of the ICANN WHOIS Data Problem Reporting System: http://wdprs.internic.net/
>>> Last update of WHOIS database: 2009-05-29T20:15:00Z <<<1.5. The format of the following data fields: domain status, individual and organizational names, address, street, city, state/province, postal code, country, telephone and fax numbers, email addresses, date and times must conform to the mappings specified in EPP RFCs 5730-5734 (or its successors), and IPv6 addresses format should conform to RFC 5952 (or its successor), so that the display of this information (or values returned in WHOIS responses) can be uniformly processed and understood.
- Service Level Agreement for Registration Data Directory Services (RDDS)2.1 Definitions
- IP address. Refers to IPv4 or IPv6 addresses without making any distinction between the two. When there is need to make a distinction, IPv4 or IPv6 is used.
- Probes. Network hosts used to perform tests (see below) that are located at various global locations.
- RDDS. Registration Data Directory Services refers to the collective of WHOIS and Web based WHOIS services.
- RTT. Round-Trip Time or RTT refers to the time measured from the sending of the first bit of the first packet of the sequence of packets needed to make a request until the reception of the last bit of the last packet of the sequence needed to receive the response. If the client does not receive the whole sequence of packets needed to consider the response as received, the request will be considered unanswered.
- SLR. Service Level Requirement is the level of service expected for a certain parameter being measured in a Service Level Agreement (SLA).
CONSENSUS POLICIES AND TEMPORARY POLICIES SPECIFICATION
- Consensus Policies.1.1. “Consensus Policies” are those policies established (1) pursuant to the procedure set forth in ICANN’s Bylaws and due process, and (2) covering those topics listed in Section 1.2 of this document. The Consensus Policy development process and procedure set forth in ICANN’s Bylaws may be revised from time to time in accordance with the process set forth therein.1.2. Consensus Policies and the procedures by which they are developed shall be designed to produce, to the extent possible, a consensus of Internet stakeholders, including registrars. Consensus Policies shall relate to one or more of the following:1.2.1. issues for which uniform or coordinated resolution is reasonably necessary to facilitate interoperability, security and/or stability of the Internet, Registrar Services, Registry Services, or the Domain Name System (“DNS”);1.2.2. functional and performance specifications for the provision of Registrar Services;1.2.3. registrar policies reasonably necessary to implement Consensus Policies relating to a gTLD registry;1.2.4. resolution of disputes regarding the registration of domain names (as opposed to the use of such domain names, but including where such policies take into account use of the domain names); or1.2.5. restrictions on cross-ownership of registry operators and registrars or Resellers and regulations and restrictions with respect to registrar and registry operations and the use of registry and registrar data in the event that a registry operator and a registrar or Reseller are affiliated.1.3. Such categories of issues referred to in Section 1.2 shall include, without limitation:1.3.1. principles for allocation of registered names in a TLD (e.g., first-come/first-served, timely renewal, holding period after expiration);1.3.2. prohibitions on warehousing of or speculation in domain names by registries or registrars;1.3.3. reservation of registered names in a TLD that may not be registered initially or that may not be renewed due to reasons reasonably related to (i) avoidance of confusion among or misleading of users, (ii) intellectual property, or (iii) the technical management of the DNS or the Internet (e.g., establishment of reservations of names from registration);1.3.4. maintenance of and access to accurate and up-to-date information concerning Registered Names and name servers;1.3.5. procedures to avoid disruptions of domain name registrations due to suspension or termination of operations by a registry operator or a registrar, including procedures for allocation of responsibility among continuing registrars of the Registered Names sponsored in a TLD by a registrar losing accreditation; and1.3.6. the transfer of registration data upon a change in registrar sponsoring one or more Registered Names.1.4. In addition to the other limitations on Consensus Policies, they shall not:1.4.1. prescribe or limit the price of Registrar Services;1.4.2. modify the limitations on Temporary Policies (defined below) or Consensus Policies;1.4.3. modify the provisions in the Registrar Accreditation Agreement regarding terms or conditions for the renewal, termination or amendment of the Registrar Accreditation Agreement or fees paid by Registrar to ICANN; or1.4.4. modify ICANN’s obligations to not apply standards, policies, procedures or practices arbitrarily, unjustifiably, or inequitably and to not single out Registrar for disparate treatment unless justified by substantial and reasonable cause, and exercise its responsibilities in an open and transparent manner.
- Temporary Policies. Registrar shall comply with and implement all specifications or policies established by the ICANN Board of Directors (the “Board“) on a temporary basis, if adopted by the Board by a vote of at least two-thirds of its members, so long as the Board reasonably determines that such modifications or amendments are justified and that immediate temporary establishment of a specification or policy on the subject is necessary to maintain the stability or security of Registrar Services, Registry Services or the DNS or the Internet (“Temporary Policies“).2.1. Such proposed specification or policy shall be as narrowly tailored as feasible to achieve those objectives. In establishing any Temporary Policy, the Board shall state the period of time for which the Temporary Policy is adopted and shall immediately implement the Consensus Policy development process set forth in ICANN’s Bylaws.2.1.1. ICANN shall also issue an advisory statement containing a detailed explanation of its reasons for adopting the Temporary Policy and why the Board believes such Temporary Policy should receive the consensus support of Internet stakeholders.2.1.2. If the period of time for which the Temporary Policy is adopted exceeds 90 days, the Board shall reaffirm its temporary adoption every 90 days for a total period not to exceed one year, in order to maintain such Temporary Policy in effect until such time as it becomes a Consensus Policy. If the one year period expires or, if during such one year period, the Temporary Policy does not become a Consensus Policy and is not reaffirmed by the Board, Registrar shall no longer be required to comply with or implement such Temporary Policy.
- Notice and Conflicts. Registrar shall be afforded a reasonable period of time following notice of the establishment of a Consensus Policy or Temporary Policy in which to comply with such policy or specification, taking into account any urgency involved. In the event of a conflict between Registrar Services and Consensus Policies or any Temporary Policy, the Consensus Polices or Temporary Policy shall control, but only with respect to subject matter in conflict. For the avoidance of doubt, Consensus Policies that meet the requirements of this Specification may supplement or supersede provisions of the agreements between Registrar and ICANN, but only to the extent that such Consensus Policies relate to the matters set forth in Section 1.2 and 1.3 of this Specification.
SPECIFICATION ON PRIVACY AND PROXY REGISTRATIONS
The expiration date of the 2013 Registrar Accreditation Agreement Specification on Privacy and Proxy Registrations has been extended to 31 July 2022, pursuant to an agreement between ICANN and a working group appointed by the Registrar Stakeholder Group.
Until the earlier to occur of (i) January 1, 2017, and (ii) the date ICANN establishes and implements a Privacy and Proxy Accreditation Program as referenced in Section 3.14 of the Registrar Accreditation Agreement, Registrar agrees to comply, and to require its Affiliates and Resellers to comply, with the terms of this Specification, provided that ICANN and the Working Group may mutually agree to extend the term of this Specification. This Specification may not be modified by ICANN or Registrar.
- Definitions. For the purposes of this Specification, the following definitions shall apply.1.1 “P/P Customer” means, regardless of the terminology used by the P/P Provider, the licensee, customer, beneficial user, beneficiary, or other recipient of Privacy Services and Proxy Services.1.2 “Privacy Service” is a service by which a Registered Name is registered to its beneficial user as the Registered Name Holder, but for which alternative, reliable contact information is provided by the P/P Provider for display of the Registered Name Holder’s contact information in the Registration Data Service (Whois) or equivalent services.1.3 “Proxy Service” is a service through which a Registered Name Holder licenses use of a Registered Name to the P/P Customer in order to provide the P/P Customer use of the domain name, and the Registered Name Holder’s contact information is displayed in the Registration Data Service (Whois) or equivalent services rather than the P/P Customer’s contact information.1.4 “P/P Provider” or “Service Provider” is the provider of Privacy/Proxy Services, including Registrar and its Affiliates, as applicable.
- Obligations of Registrar. For any Proxy Service or Privacy Service offered by the Registrar or its Affiliates, including any of Registrar’s or its Affiliates’ P/P services distributed through Resellers, and used in connection with Registered Names Sponsored by the Registrar, the Registrar and its Affiliates must require all P/P Providers to follow the requirements described in this Specification and to abide by the terms and procedures published pursuant to this Specification.2.1 Disclosure of Service Terms. P/P Provider shall publish the terms and conditions of its service (including pricing), on its website and/or Registrar’s website.2.2 Abuse/Infringement Point of Contact. P/P Provider shall publish a point of contact for third parties wishing to report abuse or infringement of trademarks (or other rights).2.3 Disclosure of Identity of P/P Provider. P/P Provider shall publish its business contact information on its website and/or Registrar’s website.2.4 Terms of service and description of procedures. The P/P Provider shall publish on its website and/or Registrar’s website a copy of the P/P Provider service agreement and description of P/P Provider’s procedures for handling the following:2.4.1 The process or facilities to report abuse of a domain name registration managed by the P/P Provider;2.4.2 The process or facilities to report infringement of trademarks or other rights of third parties;2.4.3 The circumstances under which the P/P Provider will relay communications from third parties to the P/P Customer;2.4.4 The circumstances under which the P/P Provider will terminate service to the P/P Customer;2.4.5 The circumstances under which the P/P Provider will reveal and/or publish in the Registration Data Service (Whois) or equivalent service the P/P Customer’s identity and/or contact data; and2.4.6 A description of the support services offered by P/P Providers to P/P Customers, and how to access these services.2.5 Escrow of P/P Customer Information. Registrar shall include P/P Customer contact information in its Registration Data Escrow deposits required by Section 3.6 of the Agreement. P/P Customer Information escrowed pursuant to this Section 2.5 of this Specification may only be accessed by ICANN in the event of the termination of the Agreement or in the event Registrar ceases business operations.
- Exemptions. Registrar is under no obligation to comply with the requirements of this specification if it can be shown that:3.1 Registered Name Holder employed the services of a P/P Provider that is not provided by Registrar, or any of its Affiliates;3.2 Registered Name Holder licensed a Registered Name to another party (i.e., is acting as a Proxy Service) without Registrar’s knowledge; or3.3 Registered Name Holder has used P/P Provider contact data without subscribing to the service or accepting the P/P Provider terms and conditions.
DATA RETENTION SPECIFICATION
- During the Term of this Agreement, for each Registered Name sponsored by Registrar within a gTLD, Registrar shall collect and securely maintain in its own electronic database (as updated from time to time) the data specified below:1.1. Registrar shall collect the following information from registrants at the time of registration of a domain name (a “Registration”) and shall maintain that information for the duration of Registrar’s sponsorship of the Registration and for a period of two additional years thereafter:1.1.1. First and last name or full legal name of registrant;1.1.2. First and last name or, in the event registrant is a legal person, the title of the registrant’s administrative contact, technical contact, and billing contact;1.1.3. Postal address of registrant, administrative contact, technical contact, and billing contact;1.1.4. Email address of registrant, administrative contact, technical contact, and billing contact;1.1.5. Telephone contact for registrant, administrative contact, technical contact, and billing contact;1.1.6. WHOIS information, as set forth in the WHOIS Specification;1.1.7. Types of domain name services purchased for use in connection with the Registration; and1.1.8. To the extent collected by Registrar, “card on file,” current period third party transaction number, or other recurring payment data.1.2. Registrar shall collect the following information and maintain that information for no less than one hundred and eighty (180) days following the relevant interaction:1.2.1. Information regarding the means and source of payment reasonably necessary for the Registrar to process the Registration transaction, or a transaction number provided by a third party payment processor;1.2.2. Log files, billing records and, to the extent collection and maintenance of such records is commercially practicable or consistent with industry-wide generally accepted standard practices within the industries in which Registrar operates, other records containing communications source and destination information, including, depending on the method of transmission and without limitation: (1) Source IP address, HTTP headers, (2) the telephone, text, or fax number; and (3) email address, Skype handle, or instant messaging identifier, associated with communications between Registrar and the registrant about the Registration; and1.2.3. Log files and, to the extent collection and maintenance of such records is commercially practicable or consistent with industry-wide generally accepted standard practices within the industries in which Registrar operates, other records associated with the Registration containing dates, times, and time zones of communications and sessions, including initial registration.
- If, based on the receipt of either (i) a written legal opinion from a nationally recognized law firm in the applicable jurisdiction that states that the collection and/or retention of any data element specified herein by Registrar is reasonably likely to violate applicable law (the “Opinion”) or (ii) a ruling of, or written guidance from, a governmental body of competent jurisdiction providing that compliance with the data collection and/or retention requirements of this Specification violates applicable law, Registrar determines in good faith that the collection and/or retention of any data element specified in this Specification violates applicable law, Registrar may provide written notice of such determination to ICANN and request a waiver from compliance with specific terms and conditions of this Specification (a “Waiver Request”). Such written notice shall: (i) specify the relevant applicable law, the allegedly offending data collection and retention elements, the manner in which the collection and/or retention of such data violates applicable law, and a reasonable description of such determination and any other facts and circumstances related thereto, (ii) be accompanied by a copy of the Opinion and governmental ruling or guidance, as applicable, and (iii) be accompanied by any documentation received by Registrar from any governmental authority, in each case, related to such determination, and such other documentation reasonably requested by ICANN. Following receipt of such notice, ICANN and Registrar shall discuss the matter in good faith in an effort to reach a mutually acceptable resolution of the matter. Until such time as ICANN’s Procedure for Handling Whois Conflicts with Privacy Law is modified to include conflicts relating to the requirements of this Specification and if ICANN agrees with Registrar’s determination, ICANN’s office of general counsel may temporarily or permanently suspend compliance and enforcement of the affected provisions of this Specification and grant the Waiver Request. Prior to granting any exemption hereunder, ICANN will post its determination on its website for a period of thirty (30) calendar days. Following such modification of ICANN’s Procedure for Handling Whois Conflicts with Privacy Law, all Waiver Requests (whether granted or denied) shall be resolved pursuant to such modified procedures.
- If (i) ICANN has previously waived compliance with the requirements of any requirement of this Data Retention Specification in response to a Waiver Request from a registrar that is located in the same jurisdiction as Registrar and (ii) Registrar is subject to the same applicable law that gave rise to ICANN’s agreement to grant such waiver, Registrar may request that ICANN to grant a similar waiver, which request shall be approved by ICANN, unless ICANN provides Registrar with a reasonable justification for not approving such request, in which case Registrar may thereafter make an Waiver Request pursuant to Section 2 of this Data Retention Specification.
- Any modification of this Data Retention Specification to address violations of applicable law shall only apply during the period of time that the specific provisions of the applicable law giving rise to such violations remain in effect. If the applicable law is repealed or modified (or preempted) in a manner that would no longer prohibit the collection and/or retention of data and information as originally specified in this Data Retention Specification, Registrar agrees that the original version of this Specification will apply to the maximum extent permitted by such modified applicable law.
REGISTRAR INFORMATION SPECIFICATION
Registrar shall provide to ICANN the information specified below, which shall be maintained in accordance with Section 3.17 of the Agreement. With regard to information identified below, ICANN will hold such information pursuant to the disclosure requirements set forth in Section 3.15 of the Agreement.
- Full legal name of Registrar.
- Legal form of the Registrar (e.g., LLC, Corporation, Government Body, Intergovernmental Organization, etc.).
- The jurisdiction in which the Registrar’s business is registered for legal and financial purposes.
- The Registrar’s business registration number and the name of the authority that issued this number.
- Every business name and/or trade name used by the Registrar.
- Provide current documentation demonstrating that the Registrar entity is legally established and in good standing. For proof of establishment, provide charter documents or other equivalent document (e.g., membership agreement) of the entity. If the Registrar is a government body or organization, provide a certified copy of the relevant statute, governmental decision or other instrument under which the government body or organization has been established. With respect to an entity other than a government body or organization, where no such certificates or documents are available in the Registrar’s jurisdiction, an affidavit drafted and signed by a notary public or a legal practitioner duly qualified in the courts of the Registrar’s jurisdiction, declaring that the organization is established and in good standing, must be provided.
- Correspondence address for the Registrar.* This address will be used for contractual purposes, and the Registrar must be able to accept notices and service of legal process at this address. No Post Office boxes are allowed.
- Primary phone number where the Registrar can be reached for contractual purposes.
- Primary Fax number where the Registrar can be reached for contractual purposes.
- Primary Email address where the Registrar can be reached for contractual purposes.
- If the location or address of Registrar’s principal place of business is different from the address provided in 7, provide details including address, phone number, fax number and email address.* Provide ICANN with current documentation demonstrating that the Registrar is legally entitled to do business in the principal place of business.
- Any other addresses where the Registrar will be operated or managed, if different from either its principal place of business or correspondence address provided above. (If so, please explain.) Provide ICANN with current documentation demonstrating that the Registrar is legally entitled to do business in each location identified.
- Primary contact name:Title
- URL and Location of Port 43 WHOIS server.
Ownership, Directors and Officers Information
- Full name, contact information, and position of any persons or entities owning at least 5% of the ownership interest in Registrar’s current business entity. For each person listed, please specify such person’s percentage ownership.
- Full name, contact information, and position of all directors of the Registrar.
- Full name, contact information, and position of all officers of the Registrar.* (Officer names and positions must be publicly displayed.)
- Full name, contact information, and position of all senior management and other key personnel overseeing the provision of Registrar Services.
- For every person or entity mentioned in the answers to questions 15 to 18, indicate if that person or entity:
- within the past ten years, has been convicted of a felony or of a misdemeanor related to financial activities, or has been judged by a court to have committed fraud or breach of fiduciary duty, or has been the subject of a judicial determination that is similar or related to any of these;
- within the past ten years, has been disciplined by any government or industry regulatory body for conduct involving dishonesty or misuse of funds of others;
- is currently involved in any judicial or regulatory proceeding that could result in a conviction, judgment, determination, or discipline of the type specified in items 19(a) or 19(b); or
- is the subject of a disqualification imposed by ICANN.
- List all Affiliated Registrars, if any, and briefly describe the Affiliation.
- For any entities listed in item 20, must provide information required in items 1-14 above.
- List the ultimate parent entity of the Registrar, if applicable.*
- Does the Registrar or any of its Affiliates offer any Privacy Service or Proxy Service (as such terms on defined in the Specification on Privacy and Proxy Registrations)? If yes, list the entities or individuals providing the Privacy Service or Proxy Service.
- For any entities listed in item 23, provide information required in 1-14 above.
- Does the Registrar utilize or benefit from the services of Resellers?
- If yes, provide a list of all such Resellers known to Registrar. The information specified in this item 26 shall be made available to ICANN upon request. At such time as ICANN develops a secure method for the receipt and retention of such information, such information shall thereafter be provided to ICANN in accordance with Section 3.17 of the Agreement.
ADDITIONAL REGISTRAR OPERATION SPECIFICATION
This Specification may be modified by ICANN from time to time after consultation with the Registrar Stakeholder Group (or its successor), provided that such updates are commercially practical with respect to the registrar industry, taken as a whole.
- DNSSECRegistrar must allow its customers to use DNSSEC upon request by relaying orders to add, remove or change public key material (e.g., DNSKEY or DS resource records) on behalf of customers to the Registries that support DNSSEC. Such requests shall be accepted and processed in a secure manner and according to industry best practices. Registrars shall accept any public key algorithm and digest type that is supported by the TLD of interest and appears in the registries posted at: <http://www.iana.org/assignments/dns-sec-alg-numbers/dns-sec-alg-numbers.xml> and <http://www.iana.org/assignments/ds-rr-types/ds-rr-types.xml>. All such requests shall be transmitted to registries using the EPP extensions specified in RFC 5910 or its successors.
- IPv6To the extent that Registrar offers registrants the ability to register nameserver addresses, Registrar must allow both IPv4 addresses and IPv6 addresses to be specified.
- IDNIf the Registrar offers Internationalized Domain Name (“IDN”) registrations, all new registrations must comply with RFCs 5890, 5891, 5892, 5893 and their successors. Registrar shall also comply with the IDN Guidelines at http://www.icann.org/en/topics/idn/implementation-guidelines.htm which may be amended, modified, or superseded from time to time. Registrar must use the IDN tables published by the relevant registry.
Registrants’ Benefits and Responsibilities
Domain Name Registrants’ Rights:
- Your domain name registration and any privacy/proxy services you may use in conjunction with it must be subject to a Registration Agreement with an ICANN Accredited Registrar.
- You are entitled to review this Registration Agreement at any time, and download a copy for your records.
- You are entitled to accurate and accessible information about:
- The identity of your ICANN Accredited Registrar;
- The identity of any proxy or privacy service provider affiliated with your Registrar;
- Your Registrar’s terms and conditions, including pricing information, applicable to domain name registrations;
- The terms and conditions, including pricing information, applicable to any privacy services offered by your Registrar;
- The customer support services offered by your Registrar and the privacy services provider, and how to access them;
- How to raise concerns and resolve disputes with your Registrar and any privacy services offered by them; and
- Instructions that explain your Registrar’s processes for registering, managing, transferring, renewing, and restoring your domain name registrations, including through any proxy or privacy services made available by your Registrar.
- You shall not be subject to false advertising or deceptive practices by your Registrar or though any proxy or privacy services made available by your Registrar. This includes deceptive notices, hidden fees, and any practices that are illegal under the consumer protection law of your residence.
Domain Name Registrants’ Responsibilities:
- You must comply with the terms and conditions posted by your Registrar, including applicable policies from your Registrar, the Registry and ICANN.
- You must review your Registrar’s current Registration Agreement, along with any updates.
- You will assume sole responsibility for the registration and use of your domain name.
- You must provide accurate information for publication in directories such as WHOIS, and promptly update this to reflect any changes.
- You must respond to inquiries from your Registrar within fifteen (15) days, and keep your Registrar account data current. If you choose to have your domain name registration renew automatically, you must also keep your payment information current
LOGO LICENSE SPECIFICATION
The Internet Corporation for Assigned Names and Numbers, a California non-profit, public benefit corporation (“ICANN”), and [Registrar Name], a [organization type and jurisdiction] (“Registrar”) have entered into a Registrar Accreditation Agreement (“Registrar Accreditation Agreement”), of which this appendix (“Logo License Specification”) is a part. Definitions in the Registrar Accreditation Agreement apply in this Logo License Specification.
Registrar wishes to acquire from ICANN, and ICANN wishes to grant to Registrar, a license to use the trademarks listed below the signature block of this Logo License Specification (“Trademarks”) in connection with Registrar’s role as an ICANN-accredited registrar. Pursuant to and subject to the Registrar Accreditation Agreement, Registrar and ICANN hereby agree as follows:
- Grant of License. ICANN grants to Registrar a non-exclusive, worldwide right and license to use the Trademarks, during the term of this specification and solely in connection with the provision and marketing of Registrar Services in order to indicate that Registrar is accredited as a registrar of domain names by ICANN. Except as provided in this subsection and Subsection 2.2 of the Registrar Accreditation Agreement, Registrar shall not use the Trademarks, any term, phrase, or design which is confusingly similar to the Trademarks or any portion of the Trademarks in any manner whatsoever.
- Ownership of Trademarks. Any and all rights in the Trademarks that may be acquired by Registrar shall inure to the benefit of, and are hereby assigned to, ICANN. Registrar shall not assert ownership of the Trademarks or any associated goodwill.
- No Sublicense. Registrar shall not sublicense any of its rights under this specification to any other person or entity (including any of Registrar’s resellers) without the prior written approval of ICANN.
REGISTRATION AND ENFORCEMENT
- Registration. Registration and any other form of protection for the Trademarks shall only be obtained by ICANN in its name and at its expense.
- Enforcement. Registrar shall promptly notify ICANN of any actual or suspected infringement of the Trademarks by third parties, including Registrar’s resellers or affiliates. ICANN shall have the sole discretion to initiate and maintain any legal proceedings against such third parties; Registrar shall not take any such actions without the prior written approval of ICANN; and ICANN shall retain any and all recoveries from such actions.
- Further Assurances. Registrar agrees to execute such other documents and to take all such actions as ICANN may request to effect the terms of this specification, including providing such materials (for example URLs and samples of any promotional materials bearing the Trademarks), cooperation, and assistance as may be reasonably required to assist ICANN in obtaining, maintaining, and enforcing trademark registration(s) and any other form of protection for the Trademarks.
TERM AND TERMINATION
This Logo License Specification shall be effective from the date it is signed below by both parties until the Expiration Date, unless this specification or the Registrar Accreditation Agreement is earlier terminated. Each party shall have the right to terminate this specification at any time by giving the other party written notice. Upon expiration or termination of this specification, Registrar shall immediately discontinue all use of the Trademarks.
IN WITNESS WHEREOF, the parties have caused this Logo License Specification to be executed by their duly authorized representatives.
Pursuant to Section 3.15 of Registrar Accreditation Agreement (the “Agreement”), dated __________, 20____, by and between the Internet Corporation for Assigned Names and Numbers, a California non-profit, public benefit corporation (“ICANN”), and [Registrar Name], a [Organization type and jurisdiction] (“Registrar”), the undersigned certifies, in his/her capacity as an officer of the Registrar and not in his/her individual capacity, on behalf of Registrar as follows:
The undersigned is the ____________________________________________ (must be one of the following: Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, or the functional equivalent thereof) of Registrar.
Registrar has in place processes and procedures intended to establish, maintain, review, test, and modify registrar policies and procedures reasonably designed to achieve compliance with the Agreement.
To the best of the undersigned’s knowledge and belief, Registrar has performed and complied with all covenants, agreements, obligations and conditions contained in the Agreement that are required to be performed or complied with by it for the calendar year 20___.
The undersigned signs this certificate as of the date indicated under the title.
TRANSITION ADDENDUM TO REGISTRAR ACCREDITATION AGREEMENT
This Transition Addendum (this “Addendum”) to the Registrar Accreditation Agreement (the “Agreement”) by and between the Internet Corporation for Assigned Names and Numbers, a California non-profit, public benefit corporation (“ICANN”), and [Registrar Name], a [Organization type and jurisdiction] (“Registrar”), is dated as of _____________, 2013.
WHEREAS, ICANN and Registrar entered into the Agreement as of the date hereof; and
WHEREAS, ICANN acknowledges that implementation by Registrar of certain operational provisions of the Agreement is not possible on the date hereof and will require a reasonable grace period.
NOW THEREFORE, the parties agree as follows:
- ICANN will not enforce the following provisions and specifications of the Agreement until January 1, 2014: Sections 126.96.36.199, 188.8.131.52, 3.7.10, 3.7.11, 3.12.4, 3.12.7, 3.14, 3.18 and 3.19 of the Agreement; the first sentence of Section 3.7.8 of the Agreement; the WHOIS Accuracy Specification; the Data Retention Specification; and the service level agreements set forth in Section 2.2 of the Registration Data Directory Service (WHOIS) Specification (collectively, the “Transition Provisions”).
- In addition, if immediately prior to the execution of this Addendum Registrar was party to the form registrar accreditation agreement adopted by ICANN in 2009 (the “2009 RAA”), Registrar may use its existing form of registrant registration agreement until January 1, 2014, provided that such agreement complies with Section 3.7.7 of the 2009 RAA.
- For the calendar year ended December 31, 2013, any certification required pursuant to Section 3.15 shall not require certification as to compliance with the Transition Provisions and may acknowledge the permissible use of the registrant registration agreement under Section 2 hereof.
- Notwithstanding the foregoing, Registrar agrees to use commercially reasonable efforts to comply with the obligations set forth in the Transition Provisions and transition to a registrant registration agreement that complies with the terms of the Agreement prior to January 1, 2014.
- Registrar must be fully compliant with the Transition Provisions and Section 3.7.7 of the Agreement as of January 1, 2014, at which date this Addendum shall automatically terminate without action by any party, except as it relates to Section 4 hereof.
- ICANN and the Registrar Whois Validation Working Group (as defined below) will work together to identify and specify an appropriate set of tools to enable Registrar to complete the across field validation specified in Section 1(e) of the Whois Accuracy Program Specification to the Agreement (the “Across Field Validation”). When such tools are mutually agreed between ICANN and the Registrar Whois Validation Working Group, ICANN shall provide Registrar written notice of such agreement (which notice shall specify and describe the agreed upon tools). Effective on the one hundred eightieth (180th) calendar day following delivery of such notice by ICANN, Registrar shall comply with the obligations specified in Section 1(e) of the Whois Accuracy Program. Until such time, ICANN will not enforce compliance with such obligations.For purposes of this Section 6, the Registrar Whois Validation Working Group shall be deemed to have agreed to such Across Field Validation tools when Approval (as defined below) of the then serving members of the group is obtained through a vote of the group (which vote may be conducted through any verifiable means determined by the group, including through electronic means).The “Registrar Whois Validation Working Group” means that existing working group whose membership has been tasked with identifying and specifying a set of tools to enable registrars to complete the Across Field Validation. The membership of the Registrar Whois Validation Working Group shall be made up of volunteering representatives of ICANN-accredited registrars, and shall initially consist of the members currently serving on the existing working group.”Approval” is obtained following a vote of the Registrar Whois Validation Working Group, if the votes cast in favor of adoption of the proposed Across Field Validations tools by the then serving members of the group are at least two-thirds of the votes cast by such members, with abstentions or non-votes not being counted as either votes in favor or against adoption of such tools. For purposes of the vote of the group as referenced above, (i) only persons appointed by an ICANN-accredited registrar shall be deemed members of the group and eligible to cast a vote as described above and (ii) no ICANN-accredited registrar nor group of Affiliated Registrars represented in the Registrar Whois Validation Working Group shall have more than one vote.
- Except as set forth in this Addendum, the Agreement shall be in full force and effect, enforceable by the parties in accordance with its terms.
[signature page follows]
IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed in duplicate by their duly authorized representatives.
1 Data element may be deleted, provided that if the data element is used, it must appear at this location.
2 Note: all applicable statuses must be displayed in the Whois output.
3 May be left blank if not available from Registry.
4 For the Registrant, Admin and Tech contact fields requiring a “Name” or “Organization”, the output must include either the name or organization (or both, if available).
5 All “State/Province” fields may be left blank if not available.
6 All “Postal Code” fields may be left blank if not available.
7 All “Phone Ext”, “Fax” and “Fax Ext” fields may be left blank if not available.
8 May be left blank if not available from Registry.
9 May be left blank if not available from Registry.
10 All associated nameservers must be listed.
The annual board of directors meeting is held to go over the details of the past year and decide on actions and strategies for the corporation for the next year. Keeping meeting minutes helps to ensure all these actions are documented in the corporate record. We provide a free meeting minutes template for your annual directors meeting.
ANNUAL BOARD OF DIRECTORS MEETING MINUTES
What should annual board of directors meeting minutes include?
Some of the most common topics of discussion at the annual board of directors meeting include the corporate officers (and their salaries), profits and dividends. Our free minutes template includes these topics and more:
- General Meeting Information: Our template includes spaces to list the corporation’s name, meeting date, and location.
- Attendance: The names of directors and officers in attendance are recorded. Names and addresses of others present are included as well.
- Chairperson and Secretary Elections: The corporation elects a chairperson to run the meeting and a secretary to keep minutes.
- Quorum and Notice Confirmation: The chairperson confirms that a quorum (minimum number) of directors is present. The secretary confirms that sufficient notice of the meeting was given or waived.
- Review of Previous Minutes: The minutes from the last board of directors meeting are made available for review.
- Officer Selection: Officers are elected or appointed, and the name of each officer is recorded next to their title. Officer compensation is also fixed and recorded.
- Report Presentations: The president presents an annual report to the corporation. The treasurer also presents a financial report, which includes gross receipts, gross profits and net profits for the preceding year.
- Dividends: The per share dividend and the date it will be paid is agreed upon and recorded.
- Other Items of Business: The template includes space for any additional items of business conducted.
- Signatures: The meeting secretary signs and dates the meeting minutes. Witnesses can also add their names and signatures.
Do Business the Right Way
Federal Employment Identification Numbers (FEINs or EINs) are like social security numbers for businesses, and with very few exceptions, all businesses need one. You apply to the Internal Revenue Service (IRS) by filing Form SS-4. The application can be completed online or with a paper form. Below, you’ll find step-by-step instructions to obtain an EIN for your domestic LLC.
Steps to File Your LLC EIN Application:
- Enter contact information
- Answer LLC questions
- Identify entity type
- State the reason for applying
- Provide accounting/tax details
- Sign and send
What is an EIN?
A federal employment identification number is a tax ID that the IRS assigns to a business. Your EIN helps the IRS identify your business on federal tax filings. Certain tax situations require EINs—for instance, if you have employees, you’ll need an EIN. Many states require EINs for state-level tax filings as well. You may need an EIN just to open a business bank account as well.
Steps to Filing an EIN Application for Your Domestic LLC
Enter Contact Information
Completing IRS Form SS-4 starts off easily enough. The first seven boxes on the form are simply contact information for your LLC. In Boxes 1 and 2, you’ll list the name of your business and your trade name if you have a DBA. Skip Box 3 (it doesn’t apply to LLCs). Boxes 4a-6 are all address information—mailing address, street address and location of principal office. Boxes 7a and 7b require the name and social security number of one member of the LLC.2
Answer LLC Questions
Boxes 8a-8c are all questions specifically directed at LLCs. The first box asks if you’re an LLC (yes), and the next box asks you to list the number of members. The last box asks if the LLC was organized in the US (yes).3
Identify Entity Type
While your entity type is actually “LLC,” Box 9a is really more about tax classification. LLCs can be taxed as disregarded entities, partnerships, C corporations or S corporations.
- Single-member LLCs: Choose “Other” and write “Disregarded entity-sole proprietorship” on the line.
- Multi-member LLCs: Choose “Partnership” unless you’re also filing paperwork to be taxed as a corporation. If you’re filing to be taxed as a corporation, choose “Corporation” and write either “1120” (for C corps) or “1120S” (for S corps) on the line.
In Box 9b, list the state where your LLC is incorporated.
State the Reason for Applying
In Box 10, choose the reason you’re applying for an EIN. Most LLCs choose “started new business” or “hired employees.” If you choose “started a new business,” you’ll also need to write the kind of business on the line (for instance, “apartment rental” or “motorcycle repair”).5
Provide Accounting and Tax Details
The latter half of the application (Boxes 11-18) is mostly concerned with details that help the IRS understand how your LLC should be taxed and what types of returns the IRS should expect from your business.
- Box 11 asks when you started or acquired the LLC.
- Box 12 asks which month will be the closing month of the accounting year. Most businesses operate on a calendar year, making “December” the closing month.
- Box 13 asks about how many employees you expect to have in the next year.
- Box 14 is for employers and determines how often you’ll submit employer returns (and which return you’ll submit). If you think your LLC employment tax liability will be less than $1,000 for the tax year, you may be eligible to file Form 944 as a return annually, instead of having to file Form 941 quarterly.
- Box 15 asks for the date when the first wages were paid to employees. If you have no employees, write “N/A.”
- Box 16 asks for the primary activity in which your LLC will engage (such as manufacturing or retail).
- Box 17 asks for further specification of the types of products or services your LLC sells. Be as concise and specific as possible. For instance, if you wrote “restaurant” in Box 10 and chose “accommodation & food service” in Box 16, you could put “fast-casual Mexican restaurant” here.
- Box 18 asks if the LLC has ever applied for or received an EIN before. Most LLCs will answer “no.” If you choose “yes,” write the previous EIN on the line.
Sign and Send
You’ve now completed Form SS-4. Sign the form and submit it to the IRS. If you file online, you will receive your EIN instantly.
IRS Filing Information:
Internal Revenue Service
ATTN: EIN Operation
Cincinnati, OH 45999
Articles of Incorporation are filed with the state to form a corporation. While Articles of Incorporation can be long and drawn out, they don’t have to be. Most states have a few basic requirements for essential information (like your corporation’s name and how many shares you want to authorize) that can be addressed quickly and simply. We offer a free Articles of Incorporation template you can use to form your new corporation.
FREE ARTICLES OF INCORPORATION TEMPLATE
Articles of Incorporation – Free Template
Articles of Incorporation are filed with the governing agency in your state in order to register your corporation. Feel free to use our Articles of Incorporation template, but please do not take this form as a replacement for competent legal counsel on your specific needs. Like all our forms, our Articles of Incorporation template is intended for individual use.
What should Articles of Incorporation include?
While exact requirements differ from state to state, you’ll generally need your corporation’s name, registered agent, principal address, share information, director information and incorporator signature. Our comprehensive Articles of Incorporation template covers these topics and more:
Article I: Name
Your corporation’s name typically needs to include a corporate identifier, such as “Corp.,” “Inc.,” “Corporation” or “Incorporated.” To ensure the name you want isn’t already taken in your state, you can do a business name search to check for availability.
Article II: Duration
Duration is how long your business will exist. Most corporations are perpetual, meaning they continue until they are dissolved.
Article III: Purpose
Your purpose is the primary business activity your corporation plans to engage in. In some states, it’s enough to list a general purpose (“to conduct any and all lawful business”), but other states require you to list a specific business activity, such as “real estate management.”
Article IV: Powers
This section explicitly gives the corporation powers to act under the state’s corporation code, including the power to open a bank account. While this statement isn’t actually necessary (state laws already give your corporation these powers), including this statement can make things easier when you go to open a corporate bank account.
Article V: Initial Registered Agent
You’ll need to list your registered agent and registered office. Your registered agent accepts legal notifications on behalf of your corporation. Your registered office is the street address in your state where the agent is available during regular business hours. Prefer not to hang around the office all day or list your personal info here? Many businesses opt to hire a registered agent service like Northwest.
Article VI: Statement of Acceptance by Registered Agent
Some states require registered agents to acknowledge their appointment with a signed statement. This way, no one is appointed without their knowledge. The statement also assures the state that someone is actively taking responsibility for the registered agent role.
Article VII: Principal Office and Mailing Address
Your principal office is your official business address. A street address is typically required. You can add a mailing address as well, which can be a PO Box.
Article VIII: Authorized Shares
You’ll need to decide how many shares of stock you’d like to authorize (create). States typically require you to authorize at least one share. You’ll also need to note any classes of shares (such as common and preferred). Some states also require par value, so there’s a place to add this information here as well.
What’s par value? Par value is the “face value” of the share and typically the lowest price at which a share can be sold. Some states require par value (like Rhode Island) while other states allow for “no par value” shares (like New York and Delaware). Note that par value can affect filing fees in some states. For instance, in Missouri, your filing fee increases if you have more than $30K in combined par value.
Article IX: Directors and Officers
List your corporation’s directors and officers, including their titles and addresses.
Article X: Bylaws
This section notes that the corporation will adopt initial bylaws. Need a template for bylaws? Check out our free corporate bylaws template.
Article XI: Dissolution
This article focuses on how distributions will be handled if the company dissolves, noting that distribution procedures will be included in the bylaws and will follow applicable state laws.
Article XII: Indemnification
Essentially, this section notes that those acting in good faith to benefit the corporation are indemnified (protected from liability).
Article XIII: Incorporator
Your incorporator signs and submits the Articles of Incorporation. The incorporator can be a director or officer, or someone else you authorize to complete this paperwork. If you hire Northwest to form your corporation, we’ll be your incorporator.
What is the process for filing Articles of Incorporation?
Your Articles of Incorporation form and fee are filed with an agency in your state—typically the state’s Secretary of State office. Once filed, some states send you a Certificate of Incorporation while others just return your Articles of Incorporation with an approval stamp.
Once your Articles of Incorporation have been approved, your corporation is legally registered—but that doesn’t mean it’s necessarily ready to do business. For instance, you’ll want to open a bank account, get an EIN, and obtain any required business licenses or permits.
Are Articles of Incorporation requirements always the same?
No, procedures and requirements for forming a corporation are decided state by state. So, filing fees and exact requirements vary. To ensure you provide all the necessary information, many states have their own Articles of Incorporation form you can download from the state agency’s website.
You can also find these forms and other state-specific filing requirements (like filing fees) on our individual state corporation pages. Just select your state from the drop down on our “Incorporation Guide” page. Our Articles of Incorporation template, however, will meet the general requirements of most states. We also offer a few state-specific forms below:
The first shareholder meeting is an organizational meeting where shareholders ratify and approve the actions of the incorporators. Shareholders also approve shares values, appoint directors and officers if needed, and wrap up other initial tasks. Meeting minutes ensure that all these actions are documented in the corporate record. We provide a free meeting minutes template for your first shareholder meeting.
FIRST SHAREHOLDER MEETING MINUTES
First Shareholder Meeting – Free Meeting Minutes Template
Enjoy our free first shareholder meeting minutes template for your corporation’s organizational meeting. This form—and all of our website’s content—is intended for individual use.
Why should I record first shareholder meeting minutes?
Corporations come with a lot of formal requirements—these include holding shareholder meetings and keeping meeting minutes. Recording minutes for this first meeting may feel like a waste of time, especially since much of the meeting is regurgitating info you’ve already put into writing elsewhere, like your Articles of Incorporation. However, not everything at the first shareholder meeting is a rehashing or confirmation of earlier decisions.
One of the most important topics that a first shareholder meeting goes over is the issuance of shares. The value of shares is agreed upon, the value of any assets being exchanged for shares is agreed upon, and and shareholders are issued shares with a bill of sale or certificate of stock. Significant actions such as these should always be recorded in minutes.
What should first shareholder meeting minutes include?
Your corporation’s first meeting of shareholders covers some key initial steps, from ratifying and approving documents to appointing officers. Our free first meeting minute template includes the following essential information:
- General Meeting Information: Our template includes spaces to list the corporation’s name, meeting date, and location.
- Attendance: The shareholders in attendance and their number of shares are listed. In addition, any shareholders by proxy are also listed, along with their number of shares. The names and addresses of any non-shareholders in attendance are also listed.
- Chairperson and Secretary Elections: The corporation elects a chairperson to run the meeting and a secretary to keep minutes.
- Quorum and Notice Confirmation: The chairperson confirms that a quorum (minimum number) of shareholders is present. The secretary confirms that sufficient notice of the meeting was given or was waived by shareholders. Need a waiver? We also have a free template for a waiver for the first shareholder meeting.
- Approval of Key Documents: A variety of organizational documents (such as the Articles of Incorporation, bylaws, resolutions, and minutes for the first meeting of directors) are typically ratified and approved at this meeting.
- Director and Officer Appointments: The initial directors and officers of the corporation are recorded (and appointed if necessary). In many cases, the corporation has already listed directors and officers in the Articles of Incorporation.
- Share Values: The shareholders agree on the value of shares and to the bill of sale of issued shares.
- Other Items of Business: While the most common meeting topics are covered above, the template includes space for any additional items of business conducted.
- Signatures: The meeting secretary signs and dates the meeting minutes. Witnesses can also add their names and signatures.
A corporate resolution to open a business bank account is a document that clearly shows the bank who has the authority to start an account on behalf of your corporation. If this information isn’t specifically covered in your Articles of Incorporation or bylaws, your bank may require a resolution. We offer a free template for a resolution to open a corporate bank account.
Open a Corporate Bank Account – Free Resolution
Sometimes corporate bylaws don’t explicitly assign someone the power to open a bank account. Sometimes bank tellers or officers don’t understand what corporate bylaws are. Sometimes a bank just chooses to require a corporate resolution granting an individual power to open an account. For these situations, we’ve got the form you need.
Just fill in the information requested in the blanks, sign and date the resolution, and you should be able to open a bank account for your corporation without any issues. Like all our forms, this template is intended for individual use.
What should a resolution to open a corporate bank account include?
A resolution to open a corporate account needs to include information about your corporation, the bank, the account and the authorized users. The resolution should cover exactly what actions are authorized and how changes can be made. Our free corporate bank account resolution includes all this and more.
Our resolution includes spaces to enter the following information:
- Corporation name and address
- Bank name and address
- Bank account number
- Date of resolution
- Certifying signatures and dates
- Corporate seal
The text of the resolution itself contains statements certifying the following:
- the corporation has been organized under state law
- the resolution was adopted at a meeting of the board of directors
- the resolution is unaltered, in effect, and recorded in the corporation’s books
- the bank has been designated as a depository for the corporation’s funds
- any officer or authorized employee of the corporation may deposit or withdraw from the fund without further confirmation from the bank
- officers or authorized employees can also arrange for funds to be collected, deposited or withdrawn in a specific manner, under a certain condition or for a specific purpose
- these powers remain in effect until the corporation provides written notice of change
- the bank is indemnified for liabilities incurred by acting according to the resolution
Initial Corporate Resolution
While it may seem like a formality, the initial resolution is an important piece of starting a corporation. Put simply, the initial resolution shows how the corporation acts in between its formation and the adoption of its internal governing documents (your bylaws). In states where neither the directors or officers are listed on the articles of incorporation, the initial resolutions are needed to show who has authority to act for the corporation.
Free Initial Resolution Template
This template is free for individual use and may be used to record the initial actions of your new corporation. This form should be kept and maintained in the corporate records.
Why do I need initial resolutions?
Corporations are unable to act by themselves. Living and breathing humans are the only ones who can physically act for the corporation. When the directors and officers are not listed in the Articles of Incorporation, the initial resolutions are used to show which living human(s) can act on the corporation’s behalf.
In addition to authorizing directors and officers, initial resolutions also serve the important function of ratifying (approving) the actions and expenses of the incorporator who formed the corporation.
What should initial resolutions include?
- The initial resolutions should cover all the essential items that are not covered by the articles of incorporation. For instance, the initial resolutions generally include:
- The corporation’s name and filing number
- The date and state of incorporation
- Ratification of the actions of the incorporator
- Statement that the Articles of Incorporation have been completed
- The appointed directors and officers
- Statement adopting the bylaws of the corporation
- Any other statements of initial business (such as setting up a bank account or hiring a specific firm or service provider)
- Date and signature of the incorporator
Corporation Articles of Amendment
An amendment to your corporation’s Articles of Incorporation is filed when you need to update, add to, or otherwise change the original content of your articles. Amendments are important corporate filings as they are required to modify essential corporate information, such as changes to stock information. We offer a fill-in-the-blank template for an Amendment to Articles of Incorporation that’s free for individual use.
Amend Corporate Articles of Incorporation – Free Template
Please take advantage of our FREE Corporate Articles of Amendment template. This form is filed with the governing agency for corporations in your state and will require the state’s filing fee. Like all our forms, this template is for individual use.
For your state’s fees and requirements, check out our page on
How do I update my corporate record with the state?
If there’s a change or addition to any of the information in your Articles of Incorporation, you’ll need to update your record with the state. Depending on your state, the change may not require an amendment. Many states offer a variety of filing options that result in a change to a corporation’s record, such as:
- Filing Articles of Amendment
- Restating your Articles of Incorporation
- Making the change when you file your annual report
The laws of your particular state—and the specific change you’re making—will determine whether or not an amendment is required.
When should I amend Articles of Incorporation?
Not every change to your corporation’s information will require an amendment. Typically, you’ll need to file an amendment if you’re changing your corporation’s duration, purpose, stock information, or name. This is far from uniform across states, however. In Oregon, for instance, a corporate name change requires restated articles instead.
For other articles content—such as registered agent, principal address, or officer/director information—state requirements vary widely. For example, you can change your statutory agent in Arizona with an amendment (or on the annual report or on the state’s Statement of Change form). But in Alaska, you can’t change your agent with an amendment. Instead, you have to use the state-specific form for that change.
Sometimes, a state’s different filing options can work to your advantage. For instance, if you’re making lots of changes, you may be able to file a single amendment instead of 5 different forms. Or, if you’re filing a single, simple change, you can avoid forking over multiple amendment fees.
What should Articles of Incorporation amendments include?
Corporation amendments don’t need to be complicated. Our corporate Articles of Incorporation template includes the following key information:
- Corporation name and state
- Date of amendment
- Article number being amended
- Statement that the article cited is being amended
- The actual amendment
- Statement that other sections of the articles remain in full force and effect
- Director names and signatures
What is Business Credit?
Business credit is the ability of a business to qualify for financing. Businesses have credit reports and scores just like people do. Business credit bureaus Dun & Bradstreet, Experian, and Equifax all keep a record of debt payments and other credit information on businesses.
Your business credit report may be used by lenders, creditors, suppliers, insurance companies and other organizations evaluating a credit or insurance application or business deal.
These tips on how to establish business credit and then build a business credit profile can help you bring your plans and aspirations to fruition.
Let’s look at each of these steps in depth.
How do I build business credit?
1. Put Your Business on the Map.
Just because you’re open (or about to open) for business, doesn’t necessarily mean you’ve put yourself on the map. You can’t effectively establish credit until you’ve established your business! Get a business phone number and have it listed in the directory. Every credible business should have one. You’ll also want to open a business bank account in your official (legal) business name, and regularly use it to pay your bills. You need to open a business credit file in order to establish business credit.
2. Establish and Maintain Good Credit Relationships with Suppliers and Vendors.
In the world of business, a solid line of credit with industry-relevant vendors or suppliers is like gold. The better your relationship, the more likely you are to avoid paying up front for items or services. If you can secure a line of credit or payment terms such as net-60 or net-90 with just a few (3-5) vendors or suppliers that report those payments to business credit reporting agencies, you can establish a positive business credit history.
Your vendors aren’t required to report to credit bureaus, though, so you may need to be proactive and open accounts with those that do. Here are three vendors that report payments to business credit bureaus and reporting agencies, and that are flexible when extending credit.
3. Obtain an Employer Identification Number.
A Federal Tax Identification Number, or EIN, is like a Social Security number for your business. You’ll need one of these to change your business entity to a corporation, and you may need one to open a bank account under your business’s name or secure business contracts.
4. Pay on Time All the Time.
This is probably the number one rule in any credit situation. Paying your bills on time shows that you are reliable and can effectively manage (and pay off) your debt. A late payment history, especially severely delinquent payments, will bring down your business credit rating and negatively impact your business credit profile.
5. Open a Business Credit Card.
Opening a business credit card with a creditor that reports to the major credit reporting agencies is a great way to establish business credit. You definitely should have at least one open business card, but more than one can also help. However, be sure to use caution and avoid overextending your business finances. Just because the credit is available through your business credit card doesn’t mean you need to (or should) utilize all of it. (Find business credit cards that match your credit file using a free Nav account.)
6. Get Incorporated.
If you haven’t already, seriously consider getting incorporated or becoming an LLC. By adding Inc. or LLC to your business name, you’ll be legally separating your business and personal credit profile and assets. If you choose not to do this and continue to operate as a sole proprietor, your business and personal credit history (among other things) will be legally attached, and your personal assets might be at risk should you ever be sued.
7. Separate Business and Personal Expenses.
Given the steps above, this is fairly redundant, but nonetheless important. By opening credit cards, lines of credits, and bank accounts in your business’s legal name, you’ll be separating your business and personal expenses. Make sure to only spend money from your business checking account rather than your personal when it comes to business expenses. Clearly separating your personal from business expenses also makes it a lot easier to manage taxes!
8. Monitor Your Credit.
25% of small business owners have reported significant errors on their credit reports. Diligently monitoring your business credit history can help you spot any issues or blemishes that aren’t accurate. If you do find an error, be sure to file a dispute with the reporting agency. (Sign up for Nav to get an alert when your business credit profile has been created with Dun & Bradstreet or Experian.)
Compare Types of Small Business Loans Financing Options
|Type of Small Business Loan||Good For||Estimated APR||Required Credit Score|
|SBA Loans||Low-interest working capital||Varies depending on type of SBA Loan||140 FICO SBSS *some lenders may requite higher|
|Traditional Bank Loans||Versatile loans for a variety of purposes||4-13%||680 FICO|
|Merchant Cash Advance||Quick access to capital if you don’t have great credit||10-350%||500 FICO *sometimes no score is required|
|Business Lines of Credit||Access to funds when you need them||10-90%||500 FICO|
|Microloans||Businesses with thin credit profiles looking for small loan amounts||12-18%||Varies|
|Cash Flow Loans||Quick access to cash without great credit||11.0-90%||600 FICO|
|Alternative Online Loans||Quick access to cash without great credit||11.0-90%||600 FICO|
|Business Credit Cards||Fast turnaround time with less required documentation||7-30%||600 FICO|
|Equity Crowdfunding||Capital without having to repay; experienced investors can act as mentors||n/a; investors get equity||n/a|
|Reward Crowdfunding||Testing out your idea; capital you don’t have to repay||Crowdfunding platform: 0-5%|
Payment processing: 3%+$.30 per transaction
|Equipment Financing||Capital to buy equipment that doesn’t require asset (other then equipment)||15-25%||700 FICO|
|Invoice Financing||Leveraging future accounts receivable||15-25%||n/a|
|Trade Credit||Building credit||5-15%||May or may not be applicable|
7 Vendors That Will Help You Build Business Credit
One of the easiest ways to start off on the right foot when it comes to building business credit is to get net-30 vendor accounts with companies that report to commercial credit agencies. Pay on time and you will build credit references that help boost your business credit scores.
Not sure what those are? Not to worry. This is your guide to setting up vendor accounts that will actually benefit your business credit.
What is a Net-30 Account?
A net-30 account is one that extends you 30 days to pay the bill in full after you have purchased products. It’s vendor credit that allows you to buy now and pay later. Vendors that report those payments to commercial credit agencies help your company establish strong business credit.
You get free access to your business credit reports and scores when you sign up for a free Nav account. Checking won’t hurt your credit scores.Sign Up
So what other options are out there? How can you build your business credit if you have a fledgling company?
Here’s a simple way to get started if your business is young or isn’t making a lot of money yet: vendor trade credit. Vendor credit lets you purchase goods or services from suppliers and vendors and pay later. It’s a great way to maintain cash flow and build your business credit history over time.
A net-30 account is one that gives you 30 days to pay your bill in full after you have purchased products. It’s vendor credit that allows you to buy now and pay later. Net-30 vendors that report those payments to commercial credit agencies help your company establish a strong business credit history.
Vendor trade credit is not just limited to net-30 accounts either—some vendors offer net-15 (15 days to pay), net-60, or even net-90 day credit terms. You’ll agree to whatever terms they are willing to offer and establish those terms on your purchase order, so make sure to read the fine print to ensure you understand your payment terms.
Shirtsy is a direct to garment on demand printing company that allows you to customize, design and fulfill T-shirts, business cards and other accessories.
Best of all it, it reports to all major business credit bureaus including Experian, Equifax, Credit Safe, SBFE, Ansonia and NACM
Shirtsy is eager to work with both new and established businesses. There is no personal credit check. Shirtsy’s Net 30 Membership comes with an annual fee of $99 to access reporting with the opportunity to have this fee waived for those with exceptional credit history. To qualify for net 30 terms, a business must meet the following criteria:
- Must operate in the United States.
- At least 90 days old.
- No derogatory credit or delinquencies.
- Must have EIN (Tax ID for business).
Important: When filling out an application, Shirtsy recommends you double-check that all of your information is correct. Address and EIN are most important. A simple typo will reject your application so please take your time.
Crown Office Supplies offers a wide variety of office supplies along with robust credit reporting. They offer a wide variety of items business owners need, from basics like stationary, all the way up to computers. They work with brand new businesses as well as those more established.
Crown Office Supplies reports to all the major commercial credit reporting agencies: Experian, Equifax, Credit Safe, SBFE and NACM. There is a $99 annual fee (which may be waived for businesses with excellent business credit). The annual fee is reported to the credit bureaus as well, which can also supplement the business credit history.
Creative Analytics is a digital marketing agency and management consulting firm that offers both a variety of essential products (such as small electronics, desk and office decor/accessories, fitness items, beauty professional tools, kitchen items, etc) and monthly digital marketing services (e.g. websites and social media plans) to grow your business. The best part is that account holders that sign up for monthly subscriptions get monthly revolving accounts reports to business bureaus with an up to $10,000 tradeline boost. They currently report to Equifax and Creditsafe.
An annual fee of $79 is required to apply, but all applications that meet the minimum criteria are approved (denials that don’t meet stated criteria are fully refunded). There is a minimum spend of $100 to be reported (the annual fee counts toward that minimum).
To qualify for NET 30 business account your business must:
- Must operate in the United States
- Must have a Tax ID # (EIN)
- Established for at least 30 days.
- Must not have any derogatory business reporting or delinquencies.
- Applicant must be an Authorized Officer of the organization.
Uline also offers a wide variety of products your business may need including shipping boxes, office furniture and supplies, food service packaging and kitchen supplies, and more. To qualify for a line of credit with Uline, you’ll need to first apply here.
Once you’re approved, just shop for supplies your business needs, then at checkout, choose net-30 billing as your payment option.
Pay on time or even make an early payment and you’ll have another credit-building account under your belt. Like Grainger, this account is considered quite easy to get. You don’t need to submit your Social Security number and your personal credit scores won’t be checked. Uline reports to business credit bureaus including Experian (business).
Another place to get office supplies online, from printer ink to pens, is Quill. When you set up your account you will be asked to fill out a profile that describes your business, including the year the business was started and the industry in which you operate. (Don’t be discouraged if your business is young; newer entrepreneurs often report success getting a Quill account.)
Once you find what you want to buy, add it to your cart. Proceed toward checkout and you’ll see a payment option called “invoice my account.” If approved, you’ll get net-30 terms on your invoice. According to Quill, approval can take 1-2 hours during business hours, or up to a business day if you apply outside normal business hours, Monday through Friday.
Similar to the other two vendors mentioned here, you don’t need to provide a Social Security number. Quill will verify your business address before extending terms. Again, most business owners who have properly set up their businesses should find it to be an easy process.
Another net-30 vendor who reports to credit bureaus is Summa Office Supplies, where you can shop for paper, folders, envelopes, labels, and any other office supplies your company might need.
The great thing about Summa is that they offer credit for both new and well-established businesses, and they’ll provide written trade credit references upon request. Pay your bill on time and then you can request larger credit lines. Summa reports to Experian and Equifax business credit.
To open your line of credit, fill out this application and put the code SOSNAV in the referral code field.
Grainger offers a large variety of products for businesses, including tools, plumbing supplies, and safety equipment. They also offer office and janitorial supplies. There is a very wide variety of merchandise offered, so you should be able to find something your business needs.
Signing up for a Grainger account is free and easy. You can create your online account to store shipping and invoicing details, but you’ll need to call 800-GRAINGER (472-4643) to set up your line of credit.
Business Credit Cards<p value="<amp-fit-text layout="fixed-height" min-font-size="6" max-font-size="72" height="80"><a target="_blank" href="https://trk.getdivvy.com/click.track?AFID=492532&CID=437589&sid=PUB100p_fvfgDCn3bY7g" rel="noreferrer noopener">Apply now</a><a href="https://www.nav.com/business-credit-cards/divvy-smart-credit-card-for-business/#user-reviews"></a>Apply now
FOR EXCELLENT CREDIT
Lowe’s Business Rewards Card from American Express
15.74% – 24.74% Variable
Costco Anywhere Visa® Business Card by Citi
Citi is a Nav Partner | Terms, Rates & Fees
CitiBusiness® / AAdvantage® Platinum Select® Mastercard®
Citi is a Nav Partner
15.99% – 24.99% (Variable)
$99, waived for first 12 months
FOR EXCELLENT CREDIT
American Express® Blue Business Cash Card
American Express is a Nav Partner | Terms, Rates & Fees | Terms Apply
13.24% – 19.24% Variable
FOR EXCELLENT CREDIT
American Express® Business Gold Card
American Express is a Nav Partner | Terms, Rates & Fees | Terms Apply
14.24% – 22.24% Variable
FOR EXCELLENT CREDIT
The Blue Business® Plus Credit Card from American Express
American Express is a Nav Partner | Terms, Rates & Fees | Terms Apply
13.24% – 19.24% Variable
FOR EXCELLENT CREDIT
The Business Platinum Card® from American Express
American Express is a Nav Partner | Terms, Rates & Fees | Terms Apply
14.24% – 22.24% Variable
See credit cards best for
No annual fee
Sign up bonus
Compare the best business credit cards offers:
|Business Credit Card||Purchase APR||Annual Fee|
|American Express® Blue Business Cash Card||13.24%-19.24% Variable||$0|
|American Express® Business Gold Card||14.24%-22.24%||$295|
|CitiBusiness® / AAdvantage® Platinum Select® World MasterCard||15.99%-24.99% Variable||$99, waived for the first 12 months|
|Costco Anywhere Visa® Business Card by Citi||15.24% Variable||$0|
|Brex Card for Ecommerce||Each charge made on the card is due and payable in full 60 days after it was made||$0|
|Brex Card for Startups||All changes made on this charge card are due and payable when you received your periodic statement||$0|
The Best Business Credit
Cards of 2021
Choosing the right business credit card isn’t so different from picking the right personal credit card. However, business owners need to do even more thorough research to understand exactly how this financial tool can be used to help their business and to make sure it doesn’t backfire on their personal finances. In the 2019 Federal Reserve Small Business Credit Survey, the majority of business owners in the U.S. — regardless of size — used their own personal credit to access capital for their business. “Whether you’re a new business or an established one, business credit cards are a vital tool for funding your business,” says Gerri Detweiler, business credit and financing expert and Nav’s Education Director.
Portable, flexible and leveraging a tool most business owners have established already (a personal credit score), business credit cards are a must-have for business owners. But with dozens of options, how do you pick the right one for your business?
22% of business owners said that business credit cards were the top resources accessed the last time their small business needed funds.
According to the Nav’s Small Business American Dream Gap Report. Methodology here.
No single business credit card will be the best choice for all business owners across the board. Just like the business financing options available to your business, the best credit card for your business will depend on the benefits crucial to your business, what you are likely to qualify for based on your income and personal credit score, and how much cost you’re willing to incur to access capital. In this in-depth guide, we’ll cover all of the essentials to choosing the right business credit card for your business, with insights and advice from our unbiased business & credit experts. Want to get straight to the point?
Here are the topics we’ll cover:
- Business Credit Cards vs. Personal Credit Cards
- Corporate cards vs. business cards: What’s the Difference?
- Are there small business credit cards for no credit?
- Can you get approved for a business credit card with your EIN only?
- How a Business Credit Card Can Build Business Credit
- How we make our business credit card recommendations
- The Best Credit Cards for Startups
- The Best Business Credit Cards for travel
- The Best Business Credit Cards for Bad Credit
- The Best High Limit Business Credit Cards
- The Best Business Credit Cards for LLCs
- The Best Chase Credit Cards
- The Best American Express Credit Cards
- The Best Citi Credit Cards
- The Best Discover Credit Cards
- The Best Capital One Credit Cards
- The Best Bank of America Credit Cards
- The Best Wells Fargo Credit Cards
- The Best US Bank Credit Cards
Business Credit Cards vs. Personal Credit Cards
A business credit card and personal credit card operate in many similar ways. Both can offer bonus points, rewards points, introductory APR offers and a sign-up bonus, but there are a few distinct differences between how they’re regulated. That means there can be different terms and conditions for business cards and personal cards, and a savvy credit card shopper needs to understand those differences before they apply. First, let’s review how business and personal credit cards are similar.
1. The way they’re used.
Whether it’s a chip and PIN or a swipe, business and personal credit cards can be used for purchases online and in stores in the exact same way personal credit cards are. The fundamentals still remain the same and they include the same security features as personal cards like CVV/security codes, expiration dates, signatures, etc.
2. They rely on a personal guarantee.
Nearly every business credit card relies on a personal guarantee from the applicant. A personal guarantee means that if you default on the credit c ard or make late payments, the issuer can use tools like personal judgments and debt collection to hold you personally accountable. As part of a new regulation to prevent money laundering, the applicant for the business credit card isn’t the only one who needs to be listed on the application — if you have any business partners who own more than 25% of the business, they will likely need to be listed on the credit application as well.
3. Personal credit scores are key to getting approved.
While a business credit card is for business purposes, a personal credit score is still a key qualifying factor across nearly every business credit card. For business owners with great credit, this is awesome news — you don’t have to worry about needing a business credit score, submitting business tax statements or financials, or getting someone to believe in the vision of your business like you’d need to do for other business financing options. A great credit score helps power approvals and opens up a plethora of options for the applicant to choose from. However, if you have a bad personal credit score or not enough data to produce a credit score — a major problem for the small business community, as Nav noted in its study a few years ago on credit ghosts — it can prove extremely problematic. Since businesses are already viewed as riskier options from the lender’s perspective, credit requirements for business credit cards tend to be even tighter than the personal credit card realm. There are just a handful of options from the major business credit card issuers that service business owners with bad or no credit.
Next, let’s cover the major differences between personal and business credit cards.
1. Which credit bureaus get your information.
When you apply for a personal credit card, your payment and account history is generally reported to at least one, if not all three major consumer credit bureaus — Experian, Equifax & TransUnion. But when you apply for a business credit card, the issuer may not report to any of the consumer credit bureaus except in the case of default or late payment. Each issuer has its own policy on which consumer bureaus it will report to and whether they’ll report positive payment history or just negative information ( check out this guide on the major business credit card issuers’ consumer credit reporting policies here).
This means shopping the issuer is just as important as shopping the card. If you have bad credit or limited credit history and are making on-time payments and not maxing out the cards on a regular basis, having a business credit card report to the personal credit bureaus can be fantastic news — the card can help create a positive account on your personal credit and grow your scores if used responsibly. However, if you don’t need a positive account on your personal credit history and/or plan to max out the card regularly (business owners often put larger spending balances on their credit cards, as a Nav study recently found), you may want to opt for an issuer that only reports if you pay late or default on the card. This way, you can take advantage of the new credit line for business purposes, but not have to worry about the credit utilization impact (get more insights on how credit utilization impacts your personal credit scores in this article). The consumer credit bureaus aren’t the only ones you need to consider when selecting a business credit card, though. Business credit card issuers can also report your payment and account history to the major business credit bureaus — Experian, Dun & Bradstreet and Equifax.
Some of the issuers also report a credit agency that’s somewhat separate from the main three commercial bureaus, the Small Business Financial Exchange (SBFE).
You can learn more about the SBFE and the data it houses and shares in this article. Each issuer has its own policy on which business credit bureaus it uses to report your payment and account history (you can see an issuer-by-issuer policy guide here). The key takeaway here though is that a business credit card is often the first business financing option new businesses access and it can be a quick way to begin establishing credit with the major business credit bureaus if you choose a card that reports to all three bureaus. Establishing business credit early can help you access better net terms with vendors and suppliers, and opens up larger-dollar, lower-rate and longer-term business loans down the road. If you’re going to open a new business credit card to help fund your business or make daily purchases, you might as well choose one that can help you build business credit in the process. It’s never too early to start planning for a successful business and how you’ll take it to the next level.
2. The terms & fees.
Federal regulations for consumer credit cards are quite different than those for business credit cards. There are fewer restrictions on the rates and fees issuers can charge, the notification periods they must abide by before changing terms, and what they can do to collect on the debt if you default. That might you to believe business credit cards have more “gotchas” you need to worry about, but by and large the major business credit card issuers have actually self-regulated and implemented some or all of the same policies on rates, fees (including annual fees and foreign transaction fees) and notifications of changes to both business and consumer cards.
3. How the debt can be collected.
Third-party debt collectors collecting personal debts must follow the federal Fair Debt Collection Practices Act (FDCPA). That law offers a variety of protections including specific requirements to notify individuals about the debt, preventing debt collectors from discussing the debt with people other than the debtor, and the right for the debtor to request validation of the debt. Business credit cards don’t fall under the FDCPA and therefore debt collectors may be much more aggressive when collecting small business debts. (It’s worth noting the FDCPA does not apply to card issuers collecting their own debts, including personal credit card debt. But states may have laws that apply to those consumer debts.)
Corporate Cards vs. Business Cards:
What’s the Difference?
While the terms ‘corporate card’ and ‘business credit card’ are often used interchangeably, they can mean radically different things in how they’re used and who maintains liability and responsibility for the charges. Most commonly, corporate cards are known as the cards business owners authorize for employees to use for business expenses that the business then reimburses. Many business credit card options you can find in the Nav marketplace have the ability to add authorized users, and issuers have come a long way in recent years in adding new features to monitor spending and manage the authorized cards to allow employees to spend as needed while giving the business owner more oversight.
American Express business credit cards are a great example of business credit cards with awesome corporate card management tools. The American Express® Blue Business Cash Card, for example, has several options to give the business owner management and monitoring of employees’ corporate cards at no additional cost. Here’s a list of some of the features that make this a great pick for those looking for a low-fee and scalable corporate credit card solution:
- $0 annual fee for additional employee cards. This is already on top of a $0 annual fee for the main account holder.
- Account Manager designation. You’re busy, so how can you be expected to put a personal guarantee on the line and still feel that your employees aren’t abusing a corporate card? This feature allows you to designate a trusted individual — perhaps an administrative assistant, partner or executive — to manage the account alongside you so you don’t have to spend hours monitoring spending yourself.
- Custom account alerts. Catching abnormal expenses as soon as possible is key to keeping cash flowing through your business and limiting liability. Just like consumer credit cards, business credit cards are just as vulnerable to fraud and identity theft. This feature allows you to set payment reminders as well as flags to monitor for odd charges or potential fraud.
- Introductory APR offer. Pay 0% on purchases for 12 months from date of account opening after account opening, one of the stronger introductory APR offers in the market. After the intro APR expires, the ongoing APR is 13.24% – 19.24% Variable.
Are there small business credit cards for no credit?
If you haven’t established a credit profile with the three major consumer credit bureaus, finding a business credit card can be a challenge. There are some secured business credit cards available from smaller banks and local credit unions, but these generally aren’t an ideal option for business owners since the goal of a business credit card is to access working capital. A secured card requires a deposit to secure a credit line of equal value in order to limit the lender/issuer’s liability if you default on payment, so instead of opening up new working capital for your business, it can actually limit the cash you can access by locking up a portion to secure the credit line.
In recent years, a few new options have come to market to serve business owners with a limited credit history. One in particular that’s growing in popularity is the Brex card. The Brex card doesn’t consider personal credit scores to qualify, and there is no personal guarantee required for the card either. It’s targeted at business owners who already have a large amount of working capital in the bank, perhaps from a seed round of fundraising or an angel investor, and need a credit card that can help keep cash flow moving through parts of the business as they scale. While the Brex card doesn’t offer a sign-up bonus, it does have a rewards program and opportunities to earn bonus points and rewards points. A key caveat if you’re considering the Brex card, however: If you need access to new capital, not just a tool to access and use the capital you already have, the Brex card isn’t ideal. Read more details about this option before you apply below.
Limited personal credit profile? Click here to download our eguide on Smart Credit Strategies for Business Owners and get insights on what impacts your personal credit scores and special considerations business owners should make when managing their personal credit.
Can you get approved for a business credit card with your EIN only?
Your Employer Identification Number (EIN) is often referred to as your business’s Social Security number (SSN). It’s used to file your tax returns, similar to a SSN, and helps identify your business to potential partners, the commercial credit bureaus and other government agencies.
As part of the business credit card application process, you will likely be asked for your EIN, as well as several other details about your business like the industry you’re in and how your business is structured (LLC, sole proprietorship, Corporation, etc.) Most major credit card issuers will require an EIN to even submit an application. For example, American Express won’t allow you to apply for its business credit cards without an EIN if you’re an LLC, corporation or partnership. Sole proprietorships don’t require an EIN to submit an application with most major business credit card issuers.
Just as there are some business credit card options available to those with no personal credit score, there are some options where a Social Security number or personal guarantee is not required to get approved, but they are limited. The Brex cards, for example, rely on the EIN for their underwriting, so Social Security numbers aren’t required to apply. However, because the Brex cards underwrite off of the EIN, sole props aren’t good fits for this card.
You should also be aware that an EIN-only credit card application may require other personal identifying information to verify your identity as part of federal regulations to limit criminal financial activity and money laundering. After all, you give your EIN to many business partners, vendors, suppliers, even customers in some cases. Would you want them to be able to use just your EIN and a few other pieces of information to open a credit card in your business’s name? The issuers who offer EIN-only business credit card applications mitigate this risk by using other tools to identify and verify your identity before approving you for a card.
There’s another major warning if you’re considering a card that requires only an EIN to get approved — a credit card that requires an EIN and not an SSN to apply may not be the best fit for your business. If you have a solid personal credit history, you have a great tool you can leverage to help fund your business and it can help you access business credit cards with better rates, terms and fees. Just because you can get a business credit card using only your EIN doesn’t necessarily mean you should.
How a Business Credit Card Can Build Business Credit
Whenever anyone applies for a credit card, there’s always a key question they ask — how will it impact my credit? That question is doubly complicated when it comes to business credit cards, as business credit cards can impact both your personal and business credit scores.
You can read our article here on which credit card issuers report to the consumer credit bureaus, and how that reporting can impact your personal credit scores.
The major business credit bureaus are Dun & Bradstreet, Experian and Equifax. The Small Business Financial Exchange, though it doesn’t designate itself as a commercial credit bureau, shares business financial account information with those three main bureaus and so often your business credit card account data is shared with the SBFE, which then shares it with its members as well. There are a few issuers that report to all three major business credit bureaus, plus the SBFE — Chase and Citi are the two major issuers (see the full chart here).
Getting a card from one of these issuers’ business options can help ensure you’re building a strong business credit profile with all major bureaus. However, it also means that if you default, pay late or have other negative information on the card account, it can have a negative impact on your business credit score. Below are some quick tips for building strong business credit with your business credit card.
Pick a card that reports to the three major bureaus.
It may seem obvious, but selecting a card that helps you build business credit means choosing one that reports to all the bureaus. This is crucial to the real goal of building business credit — being able to leverage it down the road to establish better vendor/supplier relationships, better net terms and access larger-dollar, longer-term and lower-rate financing options like traditional bank loans and SBA loans. When considering business credit scores, a lender doesn’t have to disclose the bureau that they’re using in the lending decision. To cover your bases and ensure a lack of credit history with one bureau doesn’t block you from the right financing option, building a credit history with all three is key.
Make your payments on time.
Just like your personal credit scores, payment history is a huge component of your business credit scores. Missing payments or making late payments consistently will help you establish a business credit score, but it likely won’t be a good one. Consistent on-time payments are crucial to building a positive business credit profile that you can leverage when the time is right.
Monitor your business credit scores for red flags/errors.
Just because an issuer reports your account to the major credit bureaus doesn’t mean that they won’t make mistakes or clerical errors. If you’re building business credit, keeping an eye on the accounts that appear on your reports and scores is vital. A “set it and forget it” policy isn’t ideal as you never know when a potential partner, lender, or investor can pull your business credit report — that’s right, unlike personal credit, there is no permissible purpose required to purchase or access your business’s credit report. There are often fees, but any private individual can pull your business’s report at any time. You can monitor and manage your business credit scores with all three major commercial credit bureaus — Dun & Bradstreet, Experian and Equifax — with a free Nav account, which includes alerts so you can monitor your credit as you build your scores.
How we make our business credit card recommendations
Nav’s editorial team reviews not only the business credit cards in our marketplace of 30+ industry-leading options, we also review other cards on the market. Our relationship with the issuers does not impact our recommendations and we are constantly reviewing and optimizing our recommendations as terms change to give you the most up-to-date and important information on business credit card trends and features so you can make the right choice for your business.
The best credit card for your business isn’t just about rates, terms and fees either. What good is finding the perfect credit card for you if you can’t qualify? We encourage you to set up a free Nav account to access MatchFactor, our proprietary algorithm that ranks and sorts all of the credit cards in our marketplace to help you find cards you’re more likely to qualify for, based on your business and credit profile. Nav customers who used MatchFactor were 4x more likely to get approved for a business credit card.
Now, on to the top business credit card selections!
The Best Credit Cards For Startups
Not all business credit cards are created equal and startups have some very unique needs that a business credit card can help solve. Whether you’re a sole prop startup or have already incorporated or formed a partnership, there are business credit cards that can help you access a line of credit quickly while leveraging your personal credit.
A few key considerations startups should make when choosing a business credit card
- How much working capital do you need?
- If you’re in a partnership or have a co-founder, whose name will be on the application?
- Who will need access to the card?
- How will it impact your personal and business credit scores?
Here’s Nav’s pick for the best credit card for startups:
If a corporate charge card is something you need, the gives you a fair balance of rewards across several spending categories. With a annual fee and no foreign transaction fees, it’s an affordable way to finance purchases for a full billing cycle and build your business credit history. There is a , and since payment in full is due when the bill comes (or 60 days post-purchase), there is no interest rate, either. Team members can have their own cards, either in virtual or plastic form; additional cards also have a annual fee. There are no foreign transaction fees, and the card comes with Mastercard’s zero fraud liability protection plan; if you didn’t make the purchase, you’re not on the hook to pay for it. Rewards are paid out as a credit on travel services booked through the Brex Travel portal or as a statement credit on a specific transaction. There are also entrepreneur-friendly cardholder discounts and credits that have been arranged with popular businesses, such as Amazon web services, Google Ads, WeWork, DocSend, and Hubspot. Discounts vary from 15 – 50% off service prices, and they change regularly. Read our full list of the < best credit cards for startups here to learn more about our other top picks and how our editorial team ranks and scores the cards on the market.
The Best Business Credit Cards for Travel
If you’re traveling often for your business and have a good personal credit score, it makes sense to consider a travel rewards credit card to access points and perks or cashback that make life on the road that much easier. In recent years, travel perks from major co-branded credit cards have lost some of their luster as mergers and rewards program rebrands and restructurings have eliminated some of the perks road warriors know and love. For example, across most major travel cards (even business travel options) the fares and room options available for free or at a discounted rate when using points have become fewer and fewer and the points don’t go as far anymore. However, business travelers can still benefit greatly from the rewards of a travel card, especially if other business rewards cards don’t offer cash back or rewards points for purchases in categories where you spend often.
A few key considerations you should make when choosing a business credit card for travel:
- Are you loyal to a specific airline or hotel chain or do you want to be able to use your rewards with any hotel/carrier?
- Will the card be used international travel or domestic only?
- Who gets to use the perks/points?
- Does the card carry traveler’s insurance or other travel-specific support or protections?
- What’s the annual fee?
is a great card for frequent Delta travelers who plan to make a large amount in purchases ($50,000+) on their card each calendar year. This card has a killer signup offer— MQMs help you get closer to reaching Medallion status in the Delta SkyMiles program. Read our full list of the best business credit cards for travel here to learn more about our other top picks and how our editorial team ranks and scores the cards on the market.
The Best Business Credit Cards for Bad Credit
Business credit cards for owners with a poor personal credit score are rather limited, but they aren’t unavailable entirely. There are definitely more options in the “fair credit” category, so we’ve included some of those in our ranking. If you’re in between the bad and fair credit categories, taking some time to work on improving your personal credit scores opens up more options with better rates, terms and fees.
A few key considerations you should make when choosing a business credit card for bad credit:
- What’s the APR for purchases?
- Is there a penalty APR if I pay late?
- What’s the annual fee?
- How much working capital do I need?
- Would a no-personal-guarantee business credit card be a better option for my needs?
- Will this card help me build my personal and business credit so I can access better financing down the road?
Here’s Nav’s pick for the best business credit card for bad credit:
card allows cardholders to earn rewards without needing excellent personal credit scores to qualify. looks for fair credit scores — 580 and above — when making approvals for this card, and it is not available to business owners with subprime credit scores. A secured card or line of credit (check below!) may be a better option for those entrepreneurs. Business owners who make on time payments with their business credit card and keep their balances low can build business credit ( if the card issuer reports to the business credit bureaus — here’s our quick guide on which do), however it’s worth noting that your payment history may be reported to personal credit reporting agencies and affect your personal credit scores. Read our full list of the best business credit cards for bad credit here to learn more about our other top picks and how our editorial team ranks and scores the cards on the market.
The Best High-Limit Business Credit Cards
The key unknown that causes many business owners frustration when finding a business credit card is not knowing how big of a credit line they can access before they apply. While other business financing options like lines of credit and term loans have screening processes and prequalification tools that can help you determine if you’ll likely be approved for the credit line you need before you apply, these generally are not available until you get approved for a business credit card. Issuers often do not share maximum limits or even ranges in their marketing, which can make it a real guessing game for business owners who know they would charge large-dollar bills to the card if they had a large-enough limit.
A few key considerations startups should make when choosing a business credit card
- How much working capital do you need?
- If you’re in a partnership or have a co-founder, whose name will be on the application?
- Who will need access to the card?
- How will it impact your personal and business credit scores?
The Business Platinum Card® from American Express was designed for business owners who spend a lot of time jet setting from place to place. Get 5X Membership Rewards® points on flights and prepaid hotels on amextravel.com. Welcome Offer: Earn 100,000 Membership Rewards® points after you spend $15,000 on eligible purchases with the Business Platinum Card within the first 3 months of Card Membership. In addition, this card offers a ton of annual perks, including airline credits, hotel credits, and even a $200 annual statement credit for making purchases directly with Dell. Cardholders can also take advantage of the Pay Over Time feature, which makes it possible to carry balances, with interest, on purchases over $100. American Express also offers business owners some unique offers during their first year of membership, including a one-year membership to WeWork, which includes access to private office space, shared workspace, event space, onsite staff, Wi-Fi, and pantry amenities at over 335 workspaces worldwide — a $2,700 value. Overall, these benefits can make The Business Platinum Card® from American Express a truly valuable addition to your wallet. Unfortunately, there is one significant catch — a $595 annual membership fee. Read our full list of the best high-limit business credit cards here to learn more about our other top picks and how our editorial team ranks and scores the cards on the market.
The Best Business Credit Cards for LLCs
Structuring your business as an LLC doesn’t by default narrow your business credit card options, but it can make the process of applying for a business credit card a bit more laborious if you have partners.
A few key considerations you should make when choosing a business credit card for your LLC:
- Do you have partners who own 25% or more of the business? (This will require additional documentation when you apply)
- Which owner/founder (if multiple) will be the main account holder?
- Does your LLC have a reward preference?
- What’s your EIN? (Keep it handy — you’ll need this when applying for a business credit card in the name of your LLC.)
If your business expenses fluctuate, getting a card that offers bonus rewards on certain categories may not be helpful. But with the American Express® Business Gold Card , the card can adapt to your spending habits. While it is technically a charge card, the flexibility it offers on rewards category makes it a card to look at. MORE REWARDS: Get 4X Membership Rewards® points on the 2 select categories where your business spent the most each month. 1X is earned for other purchases. The rewards categories are:
- Airfare purchased directly from airlines
- U.S. purchases for advertising in select media (online, TV, radio)
- U.S. purchases made directly from select technology providers of computer hardware, software, and cloud solutions
- U.S. purchases at gas stations
- U.S. purchases at restaurants
- U.S. purchases for shipping
There’s also no credit limit, giving you more flexibility with how much you can spend. The only downside is that the bonus rewards only apply to the first $150,000 spent each year in the two categories. You’ll earn 1 point per dollar on all other purchases.
The Best Chase Business Credit Cards
Chase is not only one of America’s largest national banks, it also has a plethora of business credit card options and can be an easy and simple solution for existing Chase business banking customers as well as small businesses looking for a bank with a large national presence. All Chase business credit cards are on the Visa network, which has one of the largest payment networks in the world and gives you plenty of flexibility when making purchases in the U.S. or abroad and Chase offers several co-branded credit cards with popular airlines like United and Southwest to round out its standard business credit card offerings.
A few key considerations you should make when choosing a Chase business credit card:
- Do you already bank with Chase or do you plan to?
- Do you want a card to build business credit?
- What rewards structure do you prefer?
- Is there an annual fee?
Here’s Nav’s pick for the best Chase business credit card:
Finding the right business credit card is often a matter of evaluating your spending habits, rewards or benefit expectations, and current card offers. However, if it’s miles you’re after, then airline cards like the are often a popular choice. While many co-branded airline cards limit maximum earning categories to brand-specific purchase, the extends earning power. Purchases at restaurants, gas stations, and office supply stores are worth just as much as those made with United. In addition to miles, the also carries other airline specific perks, like free baggage check for the cardholder and one companion and priority boarding. Cardholders can also take advantage of two one-time United Club passes — a $100 value — every year.
The Best American Express Business Credit Cards
American Express has long carved out its own special niche in the business credit card space, offering high-end rewards and perks for established businesses while also innovating its online account management tools and services to make it a natural consideration for any business credit card shopper. American Express is both the issuer of its business credit cards and the payment network on which its cards operate, and the company offers a variety of cards suited to different types of small business owners and their business card needs. Most American Express cards also offer a tremendous sign-up bonus, as well as opportunities to earn rewards points and bonus points for qualifying purchases.
A few key considerations you should make when choosing an American Express card:
- What’s your personal credit score?
- Do you want a high annual fee with extra rewards or a lower/$0 annual fee with limited rewards?
- Do you want a charge card or credit card?
- Do places where your business normally make purchases already accept American Express cards?
Read our full list of the best American Express business credit cards here to learn more about our other top picks and how our editorial team ranks and scores the cards on the market.
The Best Citi Business Credit Cards
Citi’s suite of business credit card options can be a great fit for businesses of all types, but especially for those looking to build business credit. Citi is one of only two major business credit card issuers that reports account data to all three major business credit bureaus and the SBFE.
A few key considerations you should make when choosing a Citi business credit card:
- Do you want a card to build business credit?
- Do you need access to Citi branch locations?
- Do you already bank with Citi or do you plan to?
- Does your business spend a large dollar amount at Costco?
- Are you an American Airlines loyal flier?
Here’s Nav’s pick for the best Citi business card:
Costco club members enjoy a $0 annual fee with their paid warehouse membership, and the competitive cash back rate on fuel makes this card a top pick for business owners who drive often. Rewards are paid out annually and can be used on in-store merchandise, with the balance given out as cash upon request. Other spending categories range from 1-2% without the need to enroll in bonus spending promotions. There is no limit to rewards, and your credit card doubles as your Costco membership card. Show it at checkout to get great deals on Costco merchandise, charge your purchase to your account, and build those rewards for an unlimited payout when your reward certificate is issued in February. This card has a lower rate than some other retail and warehouse club cards, so use it for your in-store purchases, online at the Costco website, and wherever you shop. You’ll be getting points for all your business purchases, and team members and employees who are issued cards can be added to your account for even faster reward earnings.
Read our full list of the best Citi business credit cards here to learn more about our other top picks and how our editorial team ranks and scores the cards on the market.
The Best Discover Business Credit Cards
After carving out a unique space for itself in the consumer credit card world, becoming known for its rotating 5% cash back categories, late payment forgiveness and top-notch customer service, Discover has started to re-enter the business credit card world in the past couple years. The value and simplicity of Discover’s rewards structure in the consumer space is echoed in the issuer’s business credit card offerings as well.
A few key considerations you should make when choosing a Discover business credit card:
- Do places where your business normally make purchases already accept Discover cards?
- Is this your only business credit card?
- Is quality customer service important to you?
- Do you need employee cards?
Here’s Nav’s pick for the best Discover business credit card:
With little to no fees, a steady rewards rate and no-hassle redemption program, the ‘ is worth consideration for the young business owner. Discover has long been one of the most respected and sought-after names in the consumer credit card space. Now, with the they look to bring the same value and service to business owners. With a steady rewards rate, little in the way of fees, and no minimum redemption for cash back, the could be a strong choice for business owners. Read our full list of the best Discover business credit cards here to learn more about our other top picks and how our editorial team ranks and scores the cards on the market.
The Best Capital One Business Credit Cards
The Spark line of business credit cards from Capital One has long been a favorite of business owners looking for quick approvals that serve a wide variety of personal credit scores. Capital One has one of the best all-purpose travel rewards cards as well, meaning its line of cards can be a great fit for business owners looking for cash back or miles and those who travel often but aren’t loyal to a specific airline or hotel chain. Capital One also has business credit cards that operate on both Mastercard and Visa payment networks, which provides some flexibility if you have a preference.
A few key considerations you should make when choosing a Capital One business credit card:
- What’s your personal credit score?
- Do you need employee cards?
- What’s the APR for purchases? (if you plan to carry a balance regularly)
- Who gets to use the perks/points?
Here’s Nav’s pick for the best Capital One business credit card:
For a no-nonsense cash back reward card, the is the best of the bunch. Part of the impressive line of Spark business cards from Capital One, it offers a annual fee with a simple rewards structure. Use the cash back for whatever you want, with almost no restrictions on how and where you can earn. If you’re a fan of Capital One and its business-friendly credit model, this is a pick you can be proud to carry. While the card isn’t heavy on travel perks, it does have some benefits, including emergency card replacement to get a new card or even cash 24/7 (worldwide) and auto rental damage waiver service. The purchase protection is a nice benefit, too, giving you 90 days of replacement, repair, or reimbursement for select items you buy with the card; it also doubles the manufacturer’s warranty on items you buy. A annual fee gives this card an extra boost, and the promo offer is one of the best out there right now for a cash-back rewards card. Earn . Use the cash to pay down your account balance, or cash it out for whatever you want. Rewards don’t expire as long as you keep your account in good standing. Read our full list of the best Capital One business credit cards here to learn more about our other top picks and how our editorial team ranks and scores the cards on the market.
The Best Bank of America Business Credit Cards
Bank of America has over 4,600 branches and close to 16,000 ATMs across the U.S., making it one of the largest banks in America and positioning it well to serve small business customers, especially those who already have a consumer banking relationship with BofA. Bank of America has business credit cards on both the Mastercard and Visa payment networks, which are extensive in the U.S. and abroad.
A few key considerations you should make when choosing a Bank of America business credit card:
- Do you already bank with BofA or do you plan to?
- Do you need access to BofA branch locations?
- What’s your personal credit score?
- Do you want flexible travel rewards that can be used at multiple airlines and hotels?
Here’s Nav’s pick for the best Bank of America business credit card:
While this card does not offer any type of rewards program, business owners who don’t have the “excellent” credit can still take advantage of several perks, including an introductory APR offer of , a low APR of after that, and a annual fee. The was designed as a no-frill card for business owners with good credit. If you are approved for this card, you can likely take advantage of the ongoing cash back welcome offer as well as a low APR, particularly when compared to other cards on the market. Plus, there is no annual fee, which makes this a low-risk addition to your wallet. In addition, there are some other perks, such as get free employee cards and travel insurance perks. That said, many of those perks are also standard among competitor cards as well. If it’s benefits and rewards you’re after, and you have excellent credit, it’s probably best to consider the , which will help you earn >Read our full list of the best Bank of America business credit cards here to learn more about our other top picks and how our editorial team ranks and scores the cards on the market.
The Best Wells Fargo Business Credit Cards
Despite recent bad press recently, Wells Fargo is a premier American bank with a foothold in nearly every state, making it a top option for most American business owners shopping for a credit card.
A few key considerations you should make when choosing a Wells Fargo business credit card:
- Do you already bank with Wells Fargo or do you plan to?
- Do you need access to Wells Fargo branch locations?
- What’s your personal credit score?
As your business grows, Wells Fargo has a card that meets your needs. It’s designed for businesses with annual sales above $1 million. The Wells Fargo Business Elite Card can feature a credit line of up to $300,000, and can give you up to 200 employee cards. It also includes spending controls that can limit employees spending to certain merchant types, dollar amounts, or even spending during business hours only. This card offers the same rewards program as the other Wells Fargo business cards, however, those that choose the points option receive 5,000 bonus points when the company spends $10,000 in any monthly billing cycle. There is no annual fee for this card, and no foreign transaction fee. But it does have a $75 optional rewards program fee, which is waived the first year.
The Best US Bank Business Credit Cards
US Bank has an extremely well-rounded offering of business credit cards, with options for nearly all business owners depending on your rewards preference and whether you are interested in an intro offer. US Bank offers some of the healthiest intro offers for business cards and truly designed its entire program to craft cards that are more custom, rather than a one-size-fits-all mentality.
A few key considerations you should make when choosing a US Bank business credit card:
- Is an intro offer important to you?
- Do you want a simple rewards structure or is complexity ok?
- What’s your personal credit score?
Here’s Nav’s pick for the best US Bank business credit card:
Not all business owners spend the same, and this card is made to r eward those with big purchasing requirements. A very competitive 3 points back on your top spending category means you have the chance to save up for bigger rewards, including statement credit and gift cards. The bonus points offer helps sweeten the deal for any cardholder who loves the power of a good reward card. A annual fee helps make it a top choice for small business earning opportunities. This business credit shines in its ability to help you earn rewards quickly, provided the bulk of your business spending is one of the following three categories:
- Shipping, advertising, utilities, telecommunications, professional fees/services, and office supplies are considered within the category of “Day-to-Day Expenses.”
- Fuel, car repairs, car washes, service fees, tolls, and dealership expenses fall into the “Automotive” category.
- The “Travel and Entertainment” category covers airfare, car rental, hotels, dining out, and travel agencies.
As you can see, there is a big potential to earn one of the highest earning categories ever for a business card, provided you know your spending habits and pick the category in which you’re most likely to earn. For a company with many fleet vehicles, for example, an automotive category makes sense. If you’re more the jetsetter type, this card could easily replace your competitive airline or travel-branded reward card. For those traveling abroad, however, it does charge Read our full list of the best US Bank business credit cards here to learn more about our other top picks and how our editorial team ranks and scores the cards on the market.
Frequently asked questions
What’s the difference between business credit cards and personal credit cards?
A business credit card and personal credit card operate in many similar ways. Both can offer bonus points, rewards points, introductory APR offers and a sign-up bonus, but there are a few distinct differences between how they’re regulated. That means there can be different terms and conditions for business cards and personal cards, and a savvy credit card shopper needs to understand those differences before they apply.
Can I use my EIN to get a credit card?
Your Employer Identification Number (EIN) is often referred to as your business’s Social Security number (SSN). As part of the business credit card application process, you will likely be asked for your EIN, as well as several other details about your business like the industry you’re in and how your business is structured (LLC, sole proprietorship, Corporation, etc.) You can also apply for a small business loan to begin to build the credit associated with your EIN. Before applying for a line of credit, loan or bank account, you need an EIN.
Can you get a business credit card with bad credit?
If you haven’t established a credit profile with the three major consumer credit bureaus, finding a business credit card can be a challenge. There are some secured business credit cards available from smaller banks and local credit unions, but these generally aren’t an ideal option for business owners since the goal of a business credit card is to access working capital. There are no unsecured business credit cards for bad credit, but there are unsecured personal credit cards for bad credit that business owners can still use.
What credit score is needed for a business credit card?
Most business credit cards require good to excellent credit for approval. Typically, a score of 700 and above is considered good. A score of 800 or above is considered excellent. There are a few business credit cards available for small business owners with fair credit. A fair credit score ranges from 640 – 699.
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With countless completed projects, we dedicate our time and expertise in providing high quality services. Our mission, is to build and provide professional website designs with the highest quality to blow your competition out of the water while keeping your costs within and under your budget. Depending on project size and what’s requested, your job could be completed in as little as 24 hours. We work extremely hard and tirelessly on every project, thus why our portfolio continues to grow.
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Business owners and other hard working reps, with the extreme workloads that we get, sometimes just get caught up with running their business, meeting their goals, doing everything else for the business/clients and don’t have time to perform the daily marketing activities needed to stay in touch with existing clients and at the same time grow the business. We believe “small business owners simply do not have the timeto market their business” and that’s where we come into play.
We upgrade your business in every way possible online, with various tools/plugins and ad services to expand business. Used to gain more likes, shares, views, engagements to generate income! Once we are done, your online presence will be unstoppable. We also work with you every step of the way to guarantee your online success! We startup and utilize Google Analytics to monitor every aspect of your business. Pageviews, where customers originated from (search engine), social media page tracking and a whole skew of other analytics that Google provides.
Your online presence can make or break your business. Once you are online, the fun begins. We look at the opportunity from the consumer’s perspective and start with Keyword Research, it’s the building blocks for all strategy development, it’s the test kitchen where our recipe for a successful Online Internet Marketing Strategy is tested and ultimately perfected to suit your exact business needs. SEO (Search Engine Optimization) is a very important tool. You want your website to be able to be discovered online easily. We design your website with SEO expertise utilizing the latest tools to make sure your website is found easily when doing a search. This is outlined in our video of how we make your online presence and discovery beat the competition, every single time!
Even the most successful companies and professionals who know how to do online marketing and excel at it, sometimes need to reevaluate and take a good look at their business, new client acquisition, assess business direction, consider alternative marketing strategies and tactics more aligned to the consumer’s ever changing perspective of what’s important, what hot and what’s not. The internet, technology, marketing and social media is constantly changing.
Our staff dedicates A LOT of our time to follow those changes and trends, staying up to date with the best marketing tools and getting you the biggest bang for your buck to gain more customers! A $10-$20 investment could turn into $1,000! We’re on top if it 24/7 so you don’t have to be.
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We can help manage the email marketing process and create email pieces that resonate with your target market generating new leads and bringing original customers back. You give us the information you want out, we implement special software and you’re sending out newsletters, specials, discounts, referral codes, coupons and more to thousands of pre-existing customers or new prospects we gather for you.
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If you aren’t on social media or not being seen, customers will sometimes overlook you. In a recent study by Forbes magazine, prospective clients overlooked or couldn’t find businesses that were not on social media. Giving you the footprint on all of the top sites greatly increases your chances for those ‘cold-click clients’ out there that might not even know you exist! Social Media has become a MAJOR determining Factor with consumer spending and influence. Especially if you know how to market right! Which we do for you and show you how the top businesses with social media influence do it.
One Website Fits All Platforms
Most of us will experience moments where we’re desperate to make money now. If you recently lost your job, are coping with a life altering change or illness or don’t make enough to pay your bills, this list of money making ideas will help get you back on track. You’ll learn how to make money fast while creating a sustainable side or full-time income online. These money making ideas include ways to make money from home. So if you’ve ever wanted to learned how to make money online, keep reading.
1. Start a Dropshipping Business to Earn Money Online
Over the past five years, dropshipping has been growing in popularity. And why wouldn’t it be? With ecommerce sales expected to reach $4 trillion by 2020, more entrepreneurs are looking for an easy way to get into the industry and to make money from home.
Dropshipping is the perfect solution.
It’s low risk and high reward. Especially since you can sell products without having to store boxes of inventory in your basement. No inventory to carry means you can sell higher quantities without having to wait for shipments to arrive. It also means you only pay for the products you sell to customers.
Since you’re not spending time packaging and shipping out products every day, you can earn passive income. It’s a great way to start making money online.
So, you’re probably wondering, ‘what’s the catch?’
Right now, dropshipping is still under the radar. But in a few years, everyone’s gonna be doing it – and it’ll be A LOT harder to start.
Why You Should Become an Online Store Owner
* High reward: When you market the right product to the right customer you could earn money online. Once you start figuring out your best selling products, you’ll be able to scale quickly to reach higher levels of income.
* Passive Income: While you’ll still need to do some light work like processing orders, marketing and customer service, it’s a pretty passive way to make money from home. Importing products from Oberlo can be done in one click. And so can processing orders. Most of the other money making ideas on this list require trading time for money to make money fast. You’ll be able to do the work casually on evenings and weekends making it perfect for those who still have full-time jobs, new parents or caregivers.
* It’s scalable: Today, you’re probably thinking about making enough money to pay rent or put food on the table. But why live paycheck to paycheck when you can create a sustainable business that allows you to make money from home while you potentially make more than you do at your 9 to 5 job. Since you don’t trade time for money, you can earn money online while you sleep. As you start creating better ads and marketing more popular products, you can spend more on ads to make more money. If you hate how much money you make and want to dream big again, this is one of the best money making ideas around. And the best part is, you’ll end up learning how to make money from home.
How to Make Money Online with Dropshipping:
Oberlo is the number 1 dropshipping platform in the world.
Since you need money now, the Forever Free Starter Plan allows you to start an online store for free. Shopify also has a free trial for those new to ecommerce.
Oberlo allows you to do one click product imports and order processing. You don’t need to package or ship products as suppliers will take care of that for you.
You can easily manage inventory and price updates. You can choose which styles you want to add and which you don’t.
Choosing products with ePacket shipping, the fastest affordable international shipping method, is easy with Oberlo.
If you’re unhappy with a supplier, you can still sell the same product with a different one easily.
On the Shopify App Store, Oberlo has over 2,000 five star reviews making it the most installed product sourcing app on Shopify right now.
How to Make Money Fast Dropshipping
* This is an affordable way to earn money online within days of launching. It works like a charm. Create a retargeting ad for your online store. You can use an app likeShoelace if you don’t know how to create one. At the same time, you need to pump out a ton of blog content. Write blog posts over 1500 words. In each article, you’ll want to mention an influencer. You could do a quotes article such as ‘15 Quotes from [influencer]’ or a tips article like ‘15 [niche] Experts Share their best [niche] tips.’ Stick to influencers with medium sized audiences. Influencers with millions of fans probably won’t share your link. However, someone with a smaller audience may love being featured and share it. You can even post a request for experts on HARO and ask them to share your article since you’ll have their contact information. The retargeting ad is much cheaper than a standard product ad. However, to achieve success, you’ll need the traffic from the relevant niche influencers. When retargeting your audience, you need to create an ad of your best selling product or a really attention grabbing one. You’ll want to have the ad running before you do outreach so you don’t miss any of the traffic from the shares.
* Host a giveaway on your store. Run a Facebook ad to a giveaway landing page on your store. Use a tool like Rafflecopter to add multiple contest entries like sharing on Facebook, Twitter, and more. You want this giveaway to get maximum reach. You’ll want to make sure you have a retargeting ad running on your store at the same time. The retargeting ad isn’t going to be the only way you’ll monetize the contest though. When sending high numbers of traffic to your website, you always want to have a retargeting ad running. The giveaway page has to be located on your store website – do not put it on another site or on social media. Otherwise retargeting won’t work. After the contest for the giveaway prize has ended, you’ll send the winner the prize they won. However, you’ll also send everyone who lost a runner up prize. The runner up prize can be a $5 gift card for your store. Make sure that all of your products cost over $30 and have more than $15 profit so you don’t lose money. The gift card almost acts like a discount code.
* Sell your online store. If you’re desperate to make money online, you can build an online store to sell for a profit. If you create a beautiful store, include well-written copy, create a successful ad to land your first few sales, you may be able to sell it. You can use Shopify’s Exchange platform to sell your online store to other entrepreneurs. That’s just another way to make money fast.
2. Become a Writer – Make Money Fast
With a growing interest in content marketing, more brands are looking for great writers to create content. The secret to succeeding as a writer is to be an expert in a niche. A lot of writers, try to be generalists writing for a wide range of categories from food to tech. However, having a niche focus as a writer allows you to write better content. When you have experience in the niche, you can offer a different perspective to a piece of content. That means you’re not just saying the same thing as every other article online. And that’s what brands really want to pay for. Your thoughts, experiences and inside information into their niche.
How to Make Money Fast Writing
* Send relevant writing samples. If someone asks for a marketing writing sample, send them marketing writing samples. Don’t send a finance article. Or a fitness one. It’s hard for a hiring manager to know how well you understand the niche’s industry if they can’t see a relevant writing sample. Apply to opportunities suited to your skill set and experience. Also, if your pitch doesn’t have a list of links to writing samples, it’s going to get ignored.
* Mention what you bring to the table. When I first applied to write for Oberlo, I mentioned how I worked in ecommerce for four years as an entrepreneur and in a 9 to 5 role at an ecommerce company. My experience on a content team was also brought up. And my 9 years experience in marketing. I had also already been working on my Oberlo dropshipping store as I had been using Shopify for a year at that point. Having a writing sample in a niche isn’t enough. You also need to have the experience to write about that niche. Mention every little detail of what you’ve done prior to writing. Niche experience is important.
* Don’t send resumes. This isn’t a 9 to 5 job. It’s a freelance writing position. Your portfolio should be the focus. Mention your experience in a short blurb in your application before listing off links to your portfolio.
* Avoid sending copy and paste applications. For example, if you love ‘writing about fitness and relationships’ but are applying for a writing position at a tech company, why would someone want to hire you? You won’t be considered. Recruiters can easily spot a copy and paste application. After all, they lack the specific details that’ll land you the role. Cater each application you write to the brand you’re applying to.
You can earn money online on sites like these:
3. Start Your Own Blog to Make Money Now
Starting a blog has multiple benefits making it a worthwhile money making idea. You can use it to build out your portfolio to land higher quality positions. Or you could build it to earn money online. It’s an asset. With a blog, especially a personal one, you could build up your brand to become an industry expert. And if you’re thinking about how to make money from home, try blogging. As you become more popular, you can potentially land speaking opportunities, book deals and other cool gigs.
How to Make Money Fast Blogging
* Create a blog around a niche focus. Focus on an underserved yet profitable niche. Having a relationship blog can be fun to write, but is it easy to stand out from the crowd? And make money? That’s the research you should be doing. Use tools likeKeyword Planner to help find popular niches.
* Monetizing your blog through affiliate marketing is usually faster than trying to create your own information product to sell. Or monetizing with Google Adsense. You can also add products to sell on your blog using Oberlo. To make money fast, you’ll need to drive a ton of traffic back to your blog. You can do this by writing multiple pieces of blog content every day. You’ll need to write at least 1500 words per post. Share the content on social media using hashtags to improve your chances of being found. Don’t forget to optimize for search. Once you take care of all these things, you’ll be a step closer to earning money online.
4. Become a freelancer – Money Making Ideas
You can easily make money online now through freelancing. Since you’re trading time for money, your focus will be on finding a few quality clients who pay you well. However, if you’re just starting out, you might need to take on a lot of clients who pay you less to build your portfolio. Freelancing gigs can be diverse making it one of those money making ideas almost anyone can do. Graphic design, programming, consulting, and accounting are a few examples of the types of roles you can do as a freelancer.
How to Make Money Fast Freelancing:
* If you’re starting out, focus on creating a portfolio of your work. As a designer, you could create a few mockups to showcase your work. A fashion photographer can take and edit pictures of their friends modelling outfits. If you have a strong portfolio and your rate is within the client’s budget, you could make money online this way.
* Like mentioned in a previous section, you’re going to need to do a lot of outreach to ensure you make money fast. You can’t expect to land a client with every attempt. If you’re desperate for money, you need to be desperate to find clients. So apply to at least 20 postings per day if you’re holding a full-time position. More if you’re currently unemployed. By sending personalized messages, you’ll have a better chance of landing a client which means a better chance to make money online.
* Want to find clients? Check out the list below. Also, look up freelancers in your niche. You can use LinkedIn to find out who freelances. What brands do they work with? Often times, brands work with multiple freelancers. Feel free to send a cold email out to the brand asking if there are any opportunities for freelancing available. If they’re not interested at the time, they might reach out to you in the future.
5. Become an influencer/brand ambassador – Make Money Fast
Brands love influencers making this a popular money making idea. By building up a sizeable audience on social media, you can reach out to brand ambassador programs or wait for brands to come to you. Influencers typically charge between $100-$400 per post on social media depending on the size of their audience. You get paid per post regardless of whether the brand makes a sale or not. However, brand ambassadors can get paid a commission for every sale they make. If you have an audience that buys whatever you tell them to, you might make more money this way.
How to Make Money Fast as an Influencer or Brand Ambassador
* If you already have an audience of over 20,000 followers on social media, you can likely reach out to most brand ambassador programs. See our list below.
* To build up your audience size, you’ll need to focus on one social media platform. It’s hard to grow multiple social media at the same time. You can be an Instagram, Snapchat, or YouTube influencer as they’re the best platforms for influencer marketing.
* Find influencers to look up to. How do they bring value? The goal isn’t to copy them, but to learn from their strategy and approach to become a better influencer so that you can make money fast.
Earn Money Online with These Brand Ambassador Programs:
6. Create side gigs – How to Make Money Fast
Side gigs can help you earn money online while you keep your full-time job. If you’re unemployed, side gigs may not be enough to hold you over. If you’re only looking to make an extra couple hundred dollars per month, this may be your best bet. The work doesn’t always last long-term but it can.
How to Make Money Fast Doing Side Gigs
- Use platforms like Fiverr to create gigs. When you’re new to Fiverr, you’ll want to focus on offering a low price so you could get your first review. I’d recommend getting a friend to buy your gig to leave your first review so you can get started faster. Treat the friend like a client and actually deliver a finished product that you can feature on the platform on your portfolio. The thing with Fiverr is that it’s also a numbers game. If you look at top Fiverr users, you’ll see that they have multiple gigs available. The more gigs you have the more likely you are to be found.
- If you don’t want to get paid Fiverr prices, you can turn to platforms like Craigslisttofind side gigs. Under their jobs section, you can search for contract or telecommute opportunities. The great thing about the telecommute opportunities on Craigslist is that you can apply for them for any city in the world. For example, if you see a telecommute opportunity in the San Francisco area, you can apply to it. Craigslist has a variety of side gigs from writing, business, design, accounting and more. So if your talents don’t match up with anything else on this list of money making ideas, you might want to try a side gig from Craigslist, and start making money online. Apply to multiple opportunities to land a few small side gigs.
7. Do translation work – Make Money Now
If you need to make money now, translation work is a fairly underserved niche. You’ll need to be fluent in at least two languages to do this successfully. So if you’re bilingual or majored in a popular language in school, this may be a great money making idea for you to try out.
How to Make Money Fast Translating
* Show proof of your ability to translate. If you have a language degree or experience translating texts, you can show samples of your portfolio. Most companies will require a translation test. Keep in mind that you need to be fluent in the languages you’re applying to be a translator for. So you can’t use translation tools.
* After you finish your first assignment, ask if they have any other projects for you to do, if they can provide a recommendation on LinkedIn or if they can refer you to someone else needing more work. Over time you could be making a full-time salary with your translation work. It’s a great way to earn money online by putting your language skills to work.
8. Sell your stuff – How to Make Money Fast
When you’re desperate to make money now, sometimes the only option is to sell your stuff. If you’re unemployed and struggling to find a job, selling your posessions is a great way to make money fast. You can earn money online using the links below or you can head to a pawn shop. Keep in mind the shipping costs associated with selling online. Be sure to charge the buyer for it if you’re shipping products internationally.
How to Make Money Fast Selling Your Stuff
Craigslist instead of just one of them. If you sell your stuff everywhere there’s a chance of someone finding it.
* Take amazing photos and edit them. An online retailer doesn’t upload images as is. They hire a photographer to take great photos. Images are enhanced. The background is often removed. Approach your product post like an online retailer. Avoid taking pictures of products on tables. If a product is on a table, remove the background to make it white.
* After you’ve run out of stuff to sell online, start your own online store using Oberlo.You’ve proven that you’ve got what it takes to be an online retailer. So, now you can start making money from home.
9. Become an online tutor – Money Making Ideas
You can make money now by being an online tutor. According to Studenomics, Bohdan made $2100 from tutoring. In the article, you’ll learn how he made built up his clients through word of mouth, visibility, and great group rates. While sciences and maths often have high demand for tutoring positions, you’ll also find English to be popular among international audiences. If you’re an expert on a topic, tutoring may be the right platform for you to make money fast.
How to Make Money Fast Tutoring
* Have qualifications to show. You might show your degree, high grade average in a course or other proof that you’re qualified to tutor that topic. If you have a teaching degree, you may be more likely to land a tutoring position. If you’ve spoken at a conference or event about the topic, you might also be considered for an online tutoring, teaching or mentoring position. Focus on tutoring in your field of expertise. If you’re not the best, you probably shouldn’t be tutoring in that specific topic.
* To make money fast, you should apply to all the relevant tutoring positions available on the websites below. However, you should also outreach to university and college websites and student forums. For example, McMaster University has a student forum called MacInsiders. You can reach out to the university forum for your community and let them know that you’re willing to tutor students. Reach out to students in your local community about tutoring opportunities.
* Reach out for new opportunities in October and February. This is usually when students are preparing for midterms and need extra help. So, you can make use of this opportunity to make money online.
10. Create online courses – Make Money Now
Those who love teaching but would prefer to make passive income could consider teaching online courses. With online courses, you can teach topics that go beyond what a tutoring gig for students would teach. If you’re great at building stable relationships, you might create a relationships course. If you’re an ecommerce expert, you might teach a course about dropshipping. There’s no limit to what you can teach. You can also niche down within an industry to teach courses about specific subtopics. For example, instead of teaching public relations you might teach a course about growing your blog traffic.
How to Make Money Fast Teaching Online Courses
* Sell your courses on platforms. A lot of new entrepreneurs try to sell courses on their own websites but fail to get the traffic to it. Having your own website is a great opportunity to build your personal brand as an influencer. However, if you’re starting out for the first time, your best bet for monetizing your online course is to add it to a marketplace. If you’re an experienced marketer with a sizable audience, you might choose to host it on your own website. And do it successfully.
* Look at what the most popular courses are. If you see a ton of courses on a topic that has thousands of reviews, it’s a good idea to create a course on that topic. High competition means that it’s something people buy. Some topics are generally really popular for online courses. Courses on how to use Excel, how to make money online and how to lose weight tend to fare better than other online courses.
* Read course reviews for popular courses. Look at the mediocre and low star reviews, what is it about the course that people want more of, use those weaknesses to your advantage. If everyone is complaining about the lack of the same thing, you should focus on adding it to your course. Be sure to look at what people loved about the course to ensure you also include favorable features. When creating an online course, look at the list of topic covered in it to ensure you include all of those topics in yours as well.
How to Earn Money Online Selling Online Courses
11. Drive your car – How to Make Money Fast
If you own a car, you can make some spare cash as an Uber driver or delivery person. If you don’t own a car, you can still be a delivery person using your bicycle. Uber drivers looking to make even more money off their car can turn their car into an advertisement using Free Car Media. Your car will be wrapped with a removable vinyl decal. There have also been cases of Uber drivers selling products in their car. As a driver, you’ll often times start talking about what you and your passenger do for a living.
Want to know how to make money fast driving Uber? If you own your own side business, you can showcase your products to your passengers if they’re interested. Not all will be though. However, if one expresses interest in your products, you can have products for sale under the driver’s seat for a passenger to sift through. If customers don’t have the cash, you can ask them to pay for the cost of it with Uber’s tip function.
12. Become a Virtual Assistant – Money Making Ideas
With so many entrepreneurs building businesses, virtual assistants are becoming an important part of running a business. As a virtual assistant, you’ll do a variety of tasks. Writing, order processing, bookkeeping, social media, and customer support are just a few of the tasks you might be asked to do as a virtual assistant.
How to Make Money Fast as a Virtual Assistant
You can earn money online on websites like Virtual Assistant Jobs, Indeed,or Upwork. Many virtual assistants have also found ways to make money online by reaching out to brands and entrepreneurs asking if they’re interested in hiring a virtual assistant. Using a combination of job posting applications and outreach, you’ll be more likely to make money fast. Build an active social media presence on Twitter and LinkedIn to help you find new clients.
13. Become an affiliate marketer – How to Make Money Fast
If you’re looking to make money now, affiliate marketing is a great way to do just that. In affiliate marketing, you make a commission for every product you sell. While you can make more money dropshipping using Oberlo as you set your own prices, affiliate marketing can be a worthwhile avenue for those looking to sell information products. liate Marketing
To make money fast, you can create a niche website where you promote your affiliate products. If you have a large social media following on Facebook or Twitter, you can also promote your affiliate links using a link shortener. For example, Your Christmas Countdown is an Amazon affiliate who monetizes their Facebook page through affiliate links.
14. Start a YouTube channel – Money Making Ideas
Some of the most successful influencers started out on YouTube. It’s a great platform for building a personal brand. While starting a YouTube channel is more competitive than ever these days, you can still earn money online with YouTube. If you’re new to the platform and post new videos multiple times a week, you could make an extra couple hundred of dollars within a few months. However, you’ll need to be consistent with your content creation if you want to make money online from YouTube. To make money, you’ll need to cater your content around YouTube’s audience such as viral focused content such prank videos, a gaming channel, and beauty or hair tutorials. Learn how to make money from
15. Become a Twitch streamer – How to Make Money Fast
Twitch streaming is becoming increasingly popular. While it started out as a gaming platform, it’s quickly evolving to include other types of content. To make money fast on Twitch, you’ll need to grow your following. If you’re unemployed, spending your entire day streaming on Twitch can help you build a sizeable audience fast. You’ll need to find a popular game or channel that isn’t overly competitive so that people can easily find your content. In order to make money online from streaming, you’ll need to have a consistent style to your channel: is it going to be funny, educational or entertaining? Engaging on the chat feature on Twitch is another way to grow your following. You’ll want to communicate in popular chats. However, you’ll also want to engage with those chatting on your streams as well.
How to Make Money Fast Twitch Streaming
There are five ways to monetize your Twitch channel: selling products, brand sponsorships, fan donations, subscriptions and Twitch ads. As a Twitch streamer, you’ll want to focus on tapping into all five monetization methods to ensure the highest financial gains. You could potentially make more on Twitch than YouTube making it the one of the best money making ideas for video creators.
16. Create an app – Money Making Ideas
While creating and marketing a mobile app can be super competitive, it’s one of those money making ideas that can have huge returns. Or you can create a Shopify App for business owners. The great thing about many Shopify apps is that you can set a recurring monthly fee that allows you to make money each month from Shopify merchants.
How to Make Money Fast Creating an App
To make money fast from your app, you can reach out to those who’ve written articles on the best Shopify apps to be included in popular lists. You can also promote your new app in Facebook groups like Shopify Entrepreneurs. Partnering with other popular Shopify Apps can also help you increase your visibility.
17. Invest in stocks – Money Making Ideas
You can also make money fast by investing in stocks. If you aren’t an expert in stock picking you might want to skip this money making idea. While it can have one of the highest fast rewards, it can also result in money loss if you’re inexperienced. If you currently hold a 9 to 5 job, look into your company’s financial programs. Do they allow you to invest in company stocks? If so, sign up for it. At least with a company stock program you have some influence in the company’s success as an employee. If your company has an RRSP matching program, you can also sign up for that if your goal is to save up for retirement or a down payment on your first home.
18. Sell your photography – Money Making Ideas
Whether you’re a professional photographer or just love snapping great pictures, you can monetize your photography a number of ways. You can make money fast by posting your photography services in local Facebook groups for your community.
How to Make Money Fast with Photography
If you’re looking for more photography clients, you can use a site like Scoopshot. However, if you’re looking to monetize your phone photography you can use Foap. Learn more product photography tips to help you start making money with photography.
19. Sell your clothes online – How to Make Money Fast
Most people have more clothes in their closet than they ever wear. You likely have items you haven’t worn in the past year that you never have any intention of wearing ever again. Whether you sell your clothes, handbags, or shoes there are quite a few websites that allow you to sell your used fashion items. Poshmark, Refashioner, TheRealReal, ThredUp and Tradesy are a few of the online sites where you can sell your used apparel. You could make money online by selling on several different platforms. If you’re looking to sell items in person, you can use Facebook buy and sell groups in your community to find people online and sell the items in person. I’ve personally sold in these groups before and know they work.
20. Become an extreme couponer – Money Making Ideas
When money is tight, using coupons can help save you a few bucks. However, with CouponChief it can also help you make money online. They offer a Pays to Share program where you’ll receive 2% of sales from the coupons you share on their platform. You’ll need to add coupons that haven’t already been shared. In return, you’ll make a 2% commission. The company has already paid out over $1.4 million in commissions.
21. Sell Domains – Money Making Ideas
If you regularly buy domain names but fail to use them, you can always try to sell them for a profit. Selling domains is ultra competitive though. If you own a one word .com domain you’ll have a better chance of selling. Words that have high search volume sell well too. Also, domains that are on trend at that moment have a better chance of selling. For example, a year ago fidget spinner domains were an easier sell than they are now. You can sell your domains on Go Daddy’s Domain Auction. Look through the domains with the highest bids to see what type of domains sell well. It’ll help you know whether or not the domains you have are worth selling and how much money you can make selling them.
22. Sell your designs online – How to Make Money Fast
Graphic design is an amazing skill that works with several money making ideas. You can go the print on demand route and sell your designs on your own custom products. Or you can pitch your designs on a crowdsource platform like 99 Designs. You can create your own graphics, templates and more and sell them on marketplaces like GraphicRiver or Creative Market. Or you can pick up some clients and work as a freelance graphic artist.
23. Review websites, apps and software – How to Make Money Fast
If you’re passionate about user experience, User Testing pays reviewers $10 to give other entrepreneurs feedback on their websites and apps. That’s one fast way to make money online. You’ll be given a set of questions that you need to answer as you browse through their website. Through a video, you’ll communicate your ideas and feedback to the entrepreneur while navigating their website or app. Your video is only 20 minutes in length so if you do 3 videos per hour you’ll make $30. It can be pretty competitive so you have to act fast when a new website or app is added to be reviewed. Those who want to earn money online by reviewing software can use a tool called Software Judge.
24. Publish an Ebook on Kindle – Money Making Ideas
While publishing an ebook on Kindle isn’t the easiest way to make money, it can be a worthwhile way to make some extra cash if you love writing. You can create listicle books like ‘100 Ways to Save for a House.’ Listicles are generally easier to write and can be effective at driving traffic. To market your ebook, you can take advantage of Amazon’s Kindle Countdown Deals promotions where you can give your ebook away for free to help boost its ranking on the platform. Once the promotion is over, you can likely get a few sales from its higher rank. You can also promote your ebook on several platforms like ebook review websites and relevant niche blogs. To boost sales even more, you can create an audiobook version of your ebook on Audible.
25. Get a part-time job – How to Make Money Fast
When you’ve done whatever it takes to make money fast but struggle to make an impact, sometimes you’re left with no choice but to get a part-time job. A lot of the money making ideas on this list are great for building up to. They can be really successful over the long-term too. But if you’re struggling to make money fast enough, you might need to apply to a part-time job in your field. You can browse part-time jobs on job bank websites like Indeed, Monster or a job website for your industry.
Whether you’re looking to make an extra couple hundred a month or grow a successful six-figure brand, I hope these money making ideas have inspired you to take action. Learning how to make money fast or how to make money from home is an important part of success, but the execution is what helps you make money now.
But in the end I failed.
Without communication you don’t have anything. If you and your significant other are having troubles communicating, you must fix them in order for your relationship to survive.
After being in a relationship with little to no communication for almost 3 and 1/2 years I feel very eager and excited to be entering into a new relationship where communication will be the main foundational framework for our love to be forged on.
There comes a point in your life when you understand that there’s certain requirements and criteria that you must match in order for your partner to be truly happy. Typically this criteria is based off of communication trust loyalty respect dignity honor among a few other things.
But even though you do have all these things in relationship and you have great foundation it all comes down to the main lubricating Factor the oils the entire machine of love and that’s called communication.
Without communication it’s like a fire but can’t get air.
Your communication is your breathe of life into the relationship. Whenever you withhold communication you withhold more than just that, you’re literally destroying the flame that you hold with your significant other.
Allow yourself to be vulnerable allow yourself to try and understand your partner. Not having the ability to empathize and communicate effectively or at least attempt to is clear signs of red flags and you should start to address these situations or look for an exit in the relationship.
This is from great experience of repeated trial and error.
Allow yourself to be willing to grow in every aspect of your life and you’ll have a relationship that others could only ever imagine or dream of.
I’m so sorry for the people I hurt in my life.
I think about it more than you can imagine.
Drugs and Alcohol will do a toll.
I refuse to be a fool.
Come at me with compassion.
I’ll meet you in the middle.
Please, come solve my riddle.
I am in an awkward stage of my life as where I refuse to accept mediocrity but have yet to achieve excellence.
Some say love is a drug, well fuck that I’m never taking drugs again.