Trustee / Local Contact Agreement Print

IT IS NOW HEREBY AGREED by and between the Parties as follows:-

This Local Contact Services Agreement (“Agreement”) is between the Registrant and the local contact (“Local Contact”) providing local contact services to the Registrant.

By registering the domain name through the Registrar, the Registrant hereby consents to the appointment of the Local Contact so named in the Whois database as the Registrant’s local contact and agrees to be bound by all the terms and conditions of this Agreement and applicable rules, policies and procedures, as amended and supplemented by the Registrar from time to time.

This Agreement shall be read together with the Domain Name Registration Agreement (“Registration Agreement”) and words and phrases used in this Agreement shall have the same meaning attributed to them in the Registration Agreement unless otherwise specified or the context clearly otherwise requires.

1. INTERPRETATION
   • 1.1 In this agreement, unless inconsistent with the context thereof or otherwise indicated, the following terms shall have the following meanings:
     “Appointment” means the appointment of the Local Contact so named in the Whois data base as the Registrant’s local contact in accordance to the terms and conditions of this Agreement and any such documents which are expressly agreed to form part of this Agreement;
     “Commencement Date” means the date of creation of the domain name registered through the Registrar or upon the date of transfer of the domain name to the Registrar;
     “Confidential Information” means information of any kind submitted by either Party to the other for purposes relating to this Appointment, whether in electronic, printed or whatsoever format, irrespective of whether such information were disclosed before or after the Commencement Date or whether they were labeled as “confidential” at the time of disclosure;
     “Force Majeure” means an act, omission or circumstance relied on by either one Party hereto over which that Party could not have reasonably exercised control, including but not limited to acts of God, acts of government / authorities, new or amending regulations imposed after the date of this Appointment, general strikes, fire, lockouts, riots, war, epidemics, earthquakes and other natural disasters;
     “Intellectual Property” means at any given point in time, all of the following and all rights in, arising out of, or associated therewith:
     all trade secrets, know-how, proprietary information, technical data, improvements, technology, documentation, designs, specifications, protocols, files, records, databases, compositions, processes, models, research and development data, confidential information, and production processes and techniques, research and development information, improvements, proposals, and technical data;
     all copyrights, copyright registrations and applications therefore and all other rights corresponding thereto throughout the world;
     trademarks, trade names, service marks, service names, trade dress, logos, Internet web site graphics, and corporate names, together with all goodwill associated therewith and including, without limitation, all translations, adaptations, combinations and derivations of each of the foregoing;
     any similar, corresponding or equivalent rights to any of the foregoing anywhere in the world; and
     all copies and tangible embodiments of the foregoing (in whatever form);
     “Parties” means the Registrant and Local Contact collectively and “Party” means any one of them;
     “Working Day” means any day, other than a Saturday or Sunday or gazetted public holiday in Malaysia.
   • 1.2 Words importing the singular shall also include the plural and vice-versa where the context so admits.
   • 1.3 Clause headings are inserted for convenience of reference only and shall not in any way affect the interpretation or construction of the terms and conditions.
2. APPOINTMENT
   • 2.1 The Appointment shall apply to any Registrant that requires the registration of the gTLD(s) and ccTLDs (“Services”).
3. DURATION OF APPOINTMENT
   • 3.1 The Appointment shall commence and take effect on the Commencement Date and shall remain valid until the expiry of the domain name unless otherwise renewed by the Registrant; provided always that the domain name remains under the Services.
   • 3.2 Upon issuance of the renewal notice in Clause 3.1, this Appointment shall be automatically renewed and extended without a break in continuity. The terms and conditions hereunder including the covenant for renewal set out in Clause 3.1 shall remain the same for the renewal period, unless otherwise mutually agreed to in writing by the Parties.
4. Fees
   • 4.1 In consideration of the Local Contact performing the Services contemplated herein, the Registrant agrees to pay the fees for the Services as details in the Reseller panel.
   • 4.2 In any case and for any reason that the domain name subscribed though the Local Contact is deleted or transferred before the end of the domain name registration period, the Registrant shall not be entitled to any form of refund.
5. REGISTRANT’S OBLIGATION
   • 5.1 The Registrant warrants that the registration of the domain name under the Services does not
     infringe any third party rights (such as trademark rights, rights to a name, and/ or copyrights);
     result in any illegal activities, including but not limited to spamming, phishing and trading of pirated and illegal merchandise;
     infringe any laws or regulations of any country.
   • 5.2 The Registrant shall inform the Local Contact immediately in writing by post, fax or e-mail in the event the Registrant and/ or the registration of the domain under the Services is threatened with legal action. This Agreement will endure to the benefit of, and be binding on, the parties and their respective administrators, executors or other legal representatives, successors and permitted assigns.
   • 5.3 The Registrant shall reply in detail all the Local Contacts’ inquiries with respect to the domain name registration under the Services by post, fax or e-mail within -Forty-Eight Hours (48 hours). In the event of a legal dispute, the Local Contact reserves the right to shorten the response time.
   • 5.4 The Registrant is responsible for keeping the Registrant’s contact data up-to-date with the Local Contact at all times.
   • 5.5 If the Registrant is not contactable via the contact information provided or the Registrant does not reply to a query by the Local Contact within the time limit granted, the Local Contact reserves the right to take all necessary action, in particular to suspend, delete or release the domain name.
   • 5.6 The Registrant shall promptly give the Local Contact the right to disclose the Registrant’s information to the Registrar if required by the Registrar.
6. THE LOCAL CONTACT’S OBLIGATION
   • 6.1 The Local Contact undertakes to fulfill all tasks assigned to it as a Local Contact provider to protect the Registrant’s interests. In addition, the Local Contact will comply with the instructions provided so long as it does not contravene any country’s laws or any of the Agreement.
   • 6.2 The Local Contact shall duly inform the Registrant of any questions concerning the domain name registration under the Services.
7. RESOLUTION OF DISPUTES WITH THIRD PARTIES
   • 7.1 In the event the Local Contact directly or as the Registrant’s representative, is called upon by a third party to release or delete the domain name, the Registrant shall within the time limit set in Clause 5.3 declare in writing whether the Registrant intends to defend the domain name or whether the domain name is to be released.
   • 7.2 Should the Registrant agree to release the domain name, the Local Contact will either delete the domain name or release the domain name to the third party. The Local Contact shall then inform the third party of the domain name being release and consequently the Agreement shall be terminated. A termination notice will not be required.
   • 7.3 Should the Local Contact not receive any reply from the Registrant within the time limit set in Clause 5.3 by the Local Contact, the Local Contact reserves the right to proceed with the action documented in accordance with Clause 7.2 above.
   • 7.4 Should the Registrant inform the Local Contact that on its intent to defend the domain name, the Registrant shall indemnify the Local Contact against any possible legal action and the Registrant shall be responsible to pay for all expenses and damages that the Local Contact has and/or may incur by acting as a Local Contact for the domain name of the Registrant. Should the Registrant not comply with the aforementioned obligations, the Local Contact shall be entitled to proceed with the action documented in accordance with Clause 7.2 above.
8. INDEMNITY
   • 8.1 The Local Contact agrees to indemnify and hold the Registrant and its affiliates, business partners and their respective officers, directors, employees and agents harmless from and against any loss, damage, liability, cost or expense of any kind arising out of the domain registration, or the violation of the registrant of any terms of this Agreement, applicable laws or the rights of any third party.
   • 8.2 The Registrant agrees to indemnify and hold the Registrar and the Local Contact and its affiliates, business partners and their respective officers, directors, employees and agents harmless from and against any loss, damage, liability, cost or expense of any kind arising out of the domain registration, or the violation of the registrant of any terms of this Agreement, applicable laws or the rights of any third party.
9. CONFIDENTIALITY
   • 9.1 The Parties shall not, at any time during or after the term of this Agreement or any extensions thereof (as the case may be), divulge or allow to be divulged to any person any Confidential Information relating to the affairs of the other Party and undertake to protect the Confidential Information of the other Party using no less than the standard of care which it treats its own Confidential Information unless such information:
     is available to the public other than as a result of a disclosure by either Party or its employees, directors or shareholders; or
     becomes available to either Party on a non-confidential basis from a source other than the other Party who is not under a known obligation of confidentiality; or
     was demonstrably known to either Party on a non-confidential basis prior to disclosure by the other Party; or
     is required by any governmental, regulatory authority, court order or law representatives who represent client that filed or preparing to file a lawsuit in which case the disclosing Party shall be given the right to comment on the proposed disclosure of Confidential Information prior to such disclosure.
   • 9.2 These obligations of confidentiality shall survive the expiration or termination of this Appointment for a term of three (3) years from the date of expiration or termination of this Appointment.
   • 9.3 Notwithstanding the foregoing provisions, the Local Contact acknowledges that the Registrant may from time to time need to disclose the terms of this Appointment to its financiers and the Local Contact hereby consents to the same.
10. TERMINATION
    • 10.1 The Registrant may terminate this Appointment at any time without assigning any reason or cause whatsoever through the online function made available by Registrar.
    • 10.2 Notwithstanding the foregoing provisions, either Party may terminate this Agreement with immediate effect by notice in writing to the other Party upon the occurrence or threatened occurrence of any one or more of the following events:
      if the other Party commits any material or continuing breach of any of the provisions of this Appointment and, in the case of such a breach which is capable of remedy, fails to remedy the same within fourteen (14) days after receipt of a written notice giving particulars of the breach and requiring it to be remedied;
      if the other Party goes into liquidation, whether compulsorily or voluntarily, (unless the liquidation is for the purposes of reconstruction or amalgamation and the company resulting from such reorganization effectively agrees to be bound by and to assume all the obligations imposed on that other Party under this Appointment);
      if the other Party makes an assignment for the benefit of its creditors or enters into a composition with its creditors;
      if the other Party ceases to carry on its business.
    • 10.3 Notwithstanding the foregoing provisions, the Local Contact shall reserve the right to delete the domain and terminate this Appointment with immediate effect by notice in writing to the Registrant upon the occurrence or threatened occurrence of any one or more of the following events:if the Registrant transfers the domain from the Local Contact to a third party or causes the domain to be deleted before the expiry of the registration term.
      if the Local Contact establishes that the domain name and/or the contents posted on the web site accessible through the domain name contravenes any applicable law or any country.
    • 10.4 The right to terminate this Appointment as outlined herein shall not prejudice any other right or remedy of either Party in respect of the breach concerned or any other breach.
11. CONSEQUENCES OF TERMINATION
    • 11.1 Upon the due determination of this Appointment, and/or in the event of termination:
      the Registrant shall promptly settle all payment and other sums due to the Local Contact under the terms of this Agreement;
      the Parties hereto shall cooperate with each other to do all things reasonably necessary to bring the arrangement under this Agreement to an effective and expedient end; and
      the Parties shall notify the Registrant of the termination, within seven (7) days of the termination.
    • 11.2 The Parties shall continue to observe and abide by their obligations as to confidentiality as set out in Clause 10 above.
    • 11.3 The determination of this Agreement for whatsoever reason shall not affect or prejudice the accrued rights and remedies of either Party.
    • 11.4 Except as otherwise expressly provided in this Appointment, neither Party shall have any further obligation to the other Party hereunder upon its due determination for whatsoever reason.
12. FORCE MAJEURE
    • 12.1 In the event of a Force Majeure event, the Party affected by the Force Majeure shall promptly notify the other Party in writing of the nature and extent of the Force Majeure in question.
    • 12.2 An event or circumstance shall not be excused as Force Majeure, if it could reasonably be circumvented through use of alternative sources, work-around plans, or other means as may be agreed between the Parties.
    • 12.3 Subject to Clause 12.2 above, neither Party shall be deemed to be in breach of this Appointment or otherwise be liable to the other for any delay in the performance or non-performance of any of its obligations herein under to the extent that the delay or non-performance is due to a Force Majeure of which it has notified the other Party. In such circumstances, the time for performance of the respective obligation shall be extended accordingly as appropriate.
    • 12.4 Notwithstanding the foregoing, should the Force Majeure prevail for a continuous period of thirty (30) days, the Registrant may terminate this Appointment by notice in writing with immediate effect whereupon the provisions of Clause 10 and Clause 11 above shall apply.
13. NATURE OF APPOINTMENT
    • 13.1 Both Parties have any power, right, or authority, to bind the other Party or to assume or to create any obligation or responsibility, express or implied, on behalf of a Party. Nothing stated in this Appointment shall be construed as constituting the Local Contact and the Registrant as partners or joint venture parties or as creating relationship of employer and employee, master and servant, or principal and agent between the Parties.
14. VOID AND UNENFORCEABLE PROVISIONS
    • 14.1 In the event that any provision of this Appointment is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable, the Parties shall amend that provision in such reasonable manner to achieve the intention of the Parties without illegality, or at the discretion of both Parties, the offending provision may be severed from this Agreement and the remaining provisions of this Agreement shall remain in full force and effect.
    • 14.2 Notwithstanding the foregoing, in the event that any one of the Parties considers or concludes that the purpose or effect of any such declaration is to defeat the original intention of the Parties, the Party shall be entitled to terminate this Appointment by fourteen (14) days written notice to the other Party whereupon the provisions of Clause 10 and Clause 11 above shall apply accordingly.
15. AMENDMENTS
    • 15.1 All modifications, additions or amendments of the terms and conditions herein appearing shall be recorded by a formal instrument in writing duly signed by the respective duly authorized representatives of the Parties.
    • 15.2 Notwithstanding the foregoing, the Registrar may modify the Appointment from time to time in order to comply with applicable laws and terms and conditions set forth by ICANN and/or the Registry and Domain Provider(s). Any revisions or modifications to this appointment shall be effective thirty (30) days after the initial date of posting such revisions or modifications on the Registrar’s website and such amendments shall be binding upon the Registrant.
16. NOTICE1
    • 6.1 Any written legal notice to be served on the other Party under the terms of this Agreement may be delivered by the following modes and shall be deemed to have been delivered:
      if sent by hand to the last known address notified in writing , and upon acknowledgement of receipt thereof;
      if sent by prepaid recorded delivery (registered post, courier, etc.) to the last known address notified in writing , within two (2) days of dispatch;
      if sent by facsimile to the last known fax numbers notified in writing of the other Party, upon successful completion of transmission as evidenced by a transmission report generated by the transmitting equipment; or
      if sent by email to the Registrant’s contact, upon successfully sent without being bounced back and receipt of confirmation of the email being sent.
    • 16.2 The Parties hereto shall as soon as possible give notice to the other Party of any change in their respective principal places of business, and telephone or facsimile numbers.
17. MISCELLANEOUS
    • 17.1 The failure of the Registrant or the Local Contact to enforce any one or more of the terms or conditions of this Agreement at any time or for any period shall not be deemed to be a waiver of the right to subsequently enforce all or any of the terms and conditions of this Agreement.
    • 17.2 Any right or remedy to which either Party is or may become entitled to under this Agreement may be enforced from time to time separately or concurrently with any right or remedy existing under this Agreement or as hereafter provided for or arising by operation of law so that such rights and remedies are not exclusive of the others but cumulative.
    • 17.3 This Agreement contains the entire agreement between the Parties with respect to its subject matter and supersedes all prior arrangements between the Parties whether written or oral.
    • 17.4 This Agreement shall be governed by and construed in all respects in accordance with the laws of Malaysia and Parties agreed to submit to the exclusive jurisdiction of the courts of Malaysia.

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ModernOne Data Solutions Sdn. Bhd.
No.93-2A, Jalan TSK 1,
Taman Kajang Sentral
43000 Selangor.
Malaysia