Domain Name Services Agreement.

This Domain Name Services Agreement (“Agreement”), is effective as of the date of last signature below (“Effective Date”), is entered into by and between GoDaddy Corporate Domains, LLC , a New York company, with an address at 2155 E. GoDaddy Way, Tempe, AZ 85284 United States (“GCD”), and the other party to the applicable order form (“Customer”), either or both of which may be referred to a “Party” or the “Parties,” respectively.

1. Definitions.

a. " Authorized User" means an individual authorized to use or access the Services on behalf of Customer.

b. " GCD Portal" means the GCD Portal located at https://platform.brandsight.com/.

c. " Documentation" means any materials, user guides, or documentation, as may be amended by GCD from time to time, related to Services and published on GCD’s website, accessible through the Services, or otherwise provided to Customer.

d. " Service Description s" means the GCD Services Description document, located in Exhibit 1 to this Agreement, which contains detailed services descriptions of all Services offered by GCD.

2. Services.

a. General. GCD will provide to Customer domain name registration, management, or related services (“Services”) as set forth in (i) an order form, (ii) as requested by an Authorized User via the GCD Portal, or (iii) as requested by an Authorized User in writing to their Account Manager (each, an “Order”). Customer’s initial Order is attached hereto as Exhibit 2. Services are further defined in the Service Descriptions document. Services are provided subject to any applicable GCD accreditations, including the Internet Corporation for Assigned Names and Numbers (ICANN), applicable gTLD registries, and country-code TLD authorities.

b. GCD Portal. Subject to Customer’s compliance with this Agreement, Services include access to the GCD Portal during the Term. The Service Level Agreement set forth in the Order governs the availability and uptime of the GCD Portal, subject to planned downtime and any unscheduled emergency maintenance.

c. Third-Party Services. Services may include products or services provided by third parties (“Third-Party Services”). By requesting or allowing Third-Party Services, Customer (i) accepts all terms related to the Third-Party Services provided by GCD or the provider of the Third-Party Services; (ii) agrees to use the Third-Party Services only in accordance with such terms; and (iii) authorizes GCD to allow the provider of any such Third-Party Services to use and access Customer-provided data and/or information as necessary for the Services. GCD is not liable for any disclosure, modification, or deletion of Customer-provided data and/or information resulting from Third-Party Services, nor is GCD liable for any downtime that Customer may incur, as a result of Customer’s use of Third-Party Services.

3. Fees and Payments. Customer will pay all fees and charges (“Fees”) for the Services, as specified in the Order, and is responsible for any Fees for Services requested or modified by Authorized Users. Fees for certain Services, including Domain Management, are quoted in the Order and are actually calculated at the time of the registration, transfer, modification, or renewal, as specified in the Order. Customer will pay invoices in US Dollars within 30 days of the invoice date, unless otherwise agreed in the Order, and without offsets, withholdings, or deductions of any kind. Except as otherwise set forth in this Agreement, regardless of actual usage of the Services, all payment obligations are non-cancelable, and Fees paid are non-refundable. If payment is not received by the payment due date, GCD may charge Customer a late payment interest charge of the lesser of 1.5% per month or the maximum rate allowed by applicable law, plus all expenses of collection. Additionally, GCD reserves the right to suspend or terminate use and access to the Services, if Customer’s account becomes delinquent. All Fees are exclusive of any taxes, levies, or duties imposed by applicable taxing authorities, other than any taxes imposed on GCD’s income.

4. Customer Responsibilities.

a. Customer Account and Registration. Customer is required to establish an account and receive or establish a password for each Authorized User. In registering for Services, Customer will provide true, accurate, current, and complete information as prompted by the registration form (“Registration Data”) and will maintain and promptly update Registration Data to keep it true, accurate, current, and complete at all times. If Customer provides any Registration Data that is, or at any time during the Term becomes, untrue, inaccurate, not complete, or incomplete, or GCD has reasonable grounds to suspect that such information is or has become untrue, inaccurate, not current, or incomplete, GCD may suspend or terminate Customer’s account or access to Services. Customer is responsible for all activities that occur under Customer’s account and Customer’s password(s). Customer must not permit any person other than an Authorized User to access or use the Services or Documentation, except as expressly permitted by this Agreement. Customer will notify GCD immediately of any unauthorized use of Customer’s account or password(s) or any other breach of security and will exit from the account at the end of each session. Customer is solely responsible for any loss relating to or arising out of any unauthorized use of Customer’s account or password(s).

b. Restriction on Use and Access to Services. Customer must not (i) copy, modify, or create derivative works or improvements of the Services; (ii) resell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Services to any third party; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services; (iv) bypass or breach any security device or protection used by the Services; (v) allow anyone other than an Authorized User to access or use the Services; (vi) input, upload, transmit, or otherwise provide to or through the Services any information or materials that are unlawful or injurious, or contain, transmit, or activate any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (1) computer, software, firmware, hardware, system. or network; (2) any application or function of any of the foregoing; or (3) the security, integrity, confidentiality, or use of any data processed thereby; (vii) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Services; (viii) remove, delete, alter, or obscure any trademarks, documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Services; (ix) access or use the Services for purposes of competitive analysis or for the development, provision, or use of a competing product or service or for any other purpose to GCD’s detriment or commercial disadvantage; or (x) use, attempt to use, or allow (whether through action or inaction) any person to use or attempt to use the Services in contravention of any law, or in a manner that may adversely affect the operation or security of the Services or any transaction conducted using the Services.

c. Cooperation. Customer acknowledges that providing timely and accurate information and promptly responding to GCD inquiries is essential to the timely provision of the Services by GCD, and that GCD is not responsible for any delay or failure to provide Services, to the extent such delay or failure relates to Customer’s failure to provide reasonable cooperation. Further, to the extent that there is a change in any rule, policy, or requirement of an entity responsible for regulating the domain name system (including ICANN), or any change in applicable law, the Parties agree to use good faith efforts to negotiate an amendment to this Agreement or the applicable Order.

d. Compliance with Laws and Prohibition against Spam and Abusive Messaging. Customer will comply with all of its obligations under this Agreement and any Order and shall use the Services only as expressly permitted by this Agreement and in accordance with all applicable laws, rules, and regulations. Customer’s use of the Services must not involve spam or abusive messaging, which includes but is not limited to unauthorized or unsolicited advertising or junk or bulk e-mail, including by means of submitting a virus, overloading, “flooding,” “spamming,” “mail bombing,” “pinging,” “hacking,” “phishing,” or “crashing.”

e. Resale. Unless expressly permitted in writing by GCD, Customer will not resell the Services (whether for a fee or gratis) to any third party. If so permitted, (i) Customer agrees to comply with any guidelines, or requirements for contractual arrangements, as required by GCD from time-to-time to comply with the requirements of any regulatory body (including ICANN); and (ii) Customer must ensure that in dealings with third parties, including any person who may register, or otherwise use a domain name within the top level domain, Customer does not do anything (including making any agreement) that imposes any liability, express or implied, on GCD or the provider of the applicable Third Party Services.

f. Suspension and Termination. If Customer violates any term of this Section, GCD may immediately suspend or terminate Customer’s use of or access to the Services.

5. Intellectual Property Rights.

a. GCD Services. “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world. GCD or its licensors retain exclusive ownership of and all rights, title, and interest, including all Intellectual Property Rights in and to the GCD sites, Services, and Documentation. Customer has no right, license, or authorization with respect to any of the Services or Documentation, except as expressly set forth in this Agreement. Customer must not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the GCD sites, Services, or Documentation. GCD reserves all rights not expressly granted in this Agreement.

b. Feedback and Data. GCD will have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancements, recommendations, or other feedback provided by Customer or its Authorized Users. GCD will have the right to collect and analyze data relating to the use and performance of the Services and may (i) use such data (during and after the term of this Agreement) to improve Services, and (ii) disclose such data in aggregate or other deidentified form in connection with its business, provided that such data does not include personally identifiable information and/or identify Customer.

6. Data Protection and Security.GCD will employ commercially reasonable security measures consistent with industry practices and will collect and use personal information in accordance with the GCD Privacy Policy available at https://gcd.com/legal/privacy-policy/, as amended from time to time.

7. Confidentiality.This Section will apply if the Parties are not subject to an active non-disclosure agreement that would govern the disclosure of Confidential Information with respect to the Services. “Confidential Information” means all non-public information that a receiving Party knows or should reasonably know is confidential or proprietary. Confidential Information includes, but is not limited to, this Agreement, any Order, pricing, and any Service Level Agreement; any information concerning a disclosing Party’s operations, methods of doing business, technologies, technical designs, research and development, know how, trade secrets, software source code, computer programs, algorithms, technical specifications and data, testing and bench-marking procedures and results, customers, personnel, financial information and other confidential or proprietary information belonging to or provided by or on behalf of the disclosing Party. Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to a Party at the time of its receipt from the other Party; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed without reference to the Confidential Information. Neither Party will disclose, use, modify, copy, reproduce, or otherwise divulge Confidential Information of the other, except as required by law or in furtherance of the Services or this Agreement. Each Party will take reasonable measures to avoid disclosure, dissemination, or unauthorized use of Confidential Information, including, at a minimum, those measures taken to protect its own Confidential Information of a similar nature. Because of the unique and proprietary nature of the Confidential Information, it is understood and agreed that remedies at law for a breach of the obligations under this Section may be inadequate and that the owner of Confidential Information will be entitled to equitable relief (including without limitation provisional and permanent injunctive relief and specific performance) without the requirement to post any bond in addition to any other remedies.

8. Term and Termination.

a. Term. This Agreement will commence on the Effective Date and continue for 1 year, unless otherwise set forth in the Order (“Initial Term”). This Agreement and any Order will automatically renew thereafter for successive periods equal in length to the Initial Term (each, a “Renewal Term”), unless either Party notifies the other in writing at least 30 days prior to the end of the then-current term of their intent not to renew. The Initial Term and any Renewal Term may be referred to collectively as the “Term.”

b. Termination. If either Party materially breaches this Agreement and fails to cure said breach within 30 days after notice from the non-breaching Party (“Cure Period”), then the non-breaching Party may terminate the Agreement and/or any active Order. Either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent to take charge of or sell any material portion of its property or business. GCD may also terminate this Agreement upon written notice to Customer if GCD delays in performing, or fails to perform, as a result of a Force Majeure Event (defined below), any of its obligations hereunder for a period of at least sixty (60) days.

c. Effect of Termination or Expiration. Upon termination or expiration of this Agreement, each Party must return or destroy all Confidential Information of the other Party. GCD will immediately disable all Customer access to the Services and cease providing Services, which includes disabling all privacy shield services. At Customer’s request and expense, GCD may assist with transferring domain names to a subsequent service provider. If this Agreement is terminated for any reason other than GCD’s material breach, GCD will immediately cease providing Services, and Customer will pay GCD all amounts due or outstanding under the Order, including any committed Fees for the remainder of the then-current Term.

9. Representations and Warranties.

a. Mutual Representations and Warranties. Each Party represents and warrants to the other Party that: (i) it is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation or other organization; and (ii) it has the full right, power, and authority to enter into and perform its obligations and grant the rights, licenses, consents, and authorizations it grants or is required to grant under this Agreement.

b. Customer Representations and Warranties. Customer represents and warrants that Customer owns all right, title, and interest in and to the information and/or data it provides to GCD, or possesses the necessary rights and consents to permit the Customer information and/or data to be stored, sent, or received using the Services.

c. GCD Representations and Warranties. GCD warrants that during the Term (i) GCD will not materially decrease the overall functionality of the Services, and (ii) the Services will perform materially in accordance with the applicable Documentation and Service Level Agreement. For any breach of the warranties in this Section, Customer’s sole and exclusive remedies are as set for in the applicable Service Level Agreement.

d. Disclaimers. EXCEPT TO THE EXTENT PROHIBITED BY LAW OR EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND GCD DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, PAST OR PRESENT, STATUTORY OR OTHERWISE, OR FROM A COURSE OF DEALING OR USAGE OF TRADE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGMENT, OR SECURITY, EXCEPT FOR OR TO THE EXTENT THAT ANY RIGHTS APPLY THAT CANNOT BE EXCLUDED, LIMITED, OR WAIVED. GCD DOES NOT WARRANT THAT THE SERVICES WILL BE COMPLETE, UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR WILL MEET CUSTOMER’S REQUIREMENTS. THIS DISCLAIMER APPLIES EVEN IF AN EXPRESS WARRANTY OR THE LIMITED REMEDY SET FORTH IN THIS AGREEMENT FAILS ITS ESSENTIAL PURPOSE. ALL THIRD-PARTY SERVICES ARE PROVIDED “AS IS.” ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY SERVICES IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY SERVICE PROVIDER.

10. Indemnification

a. Customer Indemnity. Customer will indemnify, defend, and hold harmless GCD, its affiliates and subsidiaries, and each of their respective officers, directors, shareholders, members, managers, employees, independent contractors, agents, and representatives from and against any and all claims, liabilities, judgments, awards, losses, damages, costs, and expenses (including, but not limited to, reasonable attorneys' fees), and fines imposed by governmental, regulatory or any other authorities, arising from or relating to any third-party claims relating to Customer’s mis-use of the Services or Third Party Services.

b. GCD Indemnity. GCD will indemnify, defend, and hold harmless Customer from and against any and all third-party claims, liabilities, judgments, awards, losses, damages, costs and expenses (including, but not limited to, reasonable attorneys' fees), and fines imposed by governmental or regulatory or any other authorities, arising from any third-party claim that the Services infringe an issued patent or other intellectual property right under the laws of a country in which such Services are actually provided to Customer. Notwithstanding the previous sentence, GCD will have no such obligations to the extent that the alleged infringement relates to: (i) Customer’s use of the Services in conjunction or combination with one or more products or services not provided by GCD to Customer; (ii) the use of the Services in a fashion other than in accordance with the Documentation and any direction provided by GCD to Customer; and (iii) the use of other than the latest available version of the Services made available to Customer 30 days after being notified by GCD to update its version. Upon notice of an alleged infringement, or if in GCD’s opinion such a claim is likely, GCD will have the right, at its option, either to: (i) obtain the right to continue the provisions of Services; (ii) replace or modify the alleged infringing Services to make them non-infringing, while maintaining similar operating capabilities and/or performance; or (iii) terminate this Agreement and refund Customer any prepaid Fees covering the unexpired Term.

c. Procedure. The Party seeking indemnification (“Indemnified Party”) must provide the other Party (“Indemnifying Party”): (i) prompt written notice of any claim no later than 30 days after the Indemnified Party learns of it; (ii) full control and authority over the defense, and (iii) all necessary cooperation and assistance. Neither Party will enter into any settlement requiring the other Party to admit liability or to pay money, without such other Party’s prior written consent, which will not be unreasonably withheld or delayed. Each Party may join in the defense with its own counsel and at its own expense.

11. Limitation of Liability.EXCEPT FOR EITHER PARTY’S CONFIDENTIALITY OBLIGATIONS AND TO THE FULLEST EXTENT PERMISSIBLE BY LAW UNDER ANY LEGAL OR EQUITABLE THEORY INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, REVENUES, CUSTOMERS, OPPORTUNITIES, GOODWILL, USE, OR DATA, ANY BUSINESS INTERRUPTION, OR REPLACEMENT SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND HOWEVER CAUSED. TO THE FULLEST EXTENT PERMISSIBLE BY LAW AND EXCEPT FOR EACH PARTY’S INDEMNIFICATION, PAYMENT, AND CONFIDENTIALITY OBLIGATIONS, IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE AMOUNT OF FEES PAID BY CUSTOMER TO GCD UNDER THE APPLICABLE ORDER DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. NOTWITHSTANDING THE FOREGOING, NEITHER PARTY WILL HAVE LIABILITY TO THE OTHER PARTY BECAUSE OF ANY ACT OR OMISSION OF THE PARTY, ITS EMPLOYEES, REPRESENTATIVES, AGENTS, OR SUB-CONTRACTORS, WHERE SUCH ACT OR OMISSION IS SPECIFICALLY REQUIRED BY A DIRECTION TO THE PARTY FROM A REGULATORY BODY PURPORTING TO EXERCISE ITS FUNCTIONS OR POWERS.

12. General.

a. Use of Names. During the Term, each Party may use the other Party’s name, logo, or marks, subject to the other Party’s reasonable branding guidelines, to refer publicly to the other Party as a customer/vendor solely in connection with the Services. Customer may opt out of such use at any time by notifying GCD at legal@godaddy.com. Any other use of a Party’s name, logo, or marks requires prior written consent. Each Party retains exclusive ownership of its trademarks and service marks. All rights not expressly granted herein are reserved and remain the sole and exclusive property of the Party who supplied or developed such rights.

b. Governing Law and Venue. This Agreement will be governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law rules, if any. All actions, disputes, and controversies relating to or arising out of this Agreement will be resolved exclusively in the state or federal courts located in New York, New York, which will have exclusive jurisdiction.

c. Notice. Any notice, request, demand, or other communication required or permitted under this Agreement must be given in writing to the authorized person for such Party listed on the Order. If to GCD, notice must also be sent to legal@godaddy.com. Notice will be deemed given upon receipt.

d. Assignment, Successors. Except in regard to a sale by GCD of all or substantially all of the assets to which this Agreement relates, neither Party may assign or delegate any of its rights or obligations under this Agreement without the prior written consent of the other Party. This Agreement will be binding on and inure to the benefit of the successors and permitted assigns of the Parties. Any attempted assignment or transfer in violation of this Section will be null and void.

e. Amendments. No amendment, modification, or waiver of this Agreement or any provision of this Agreement, will be valid or binding unless in writing and signed by a duly authorized representative of each Party. Notwithstanding the foregoing, GCD may, in its sole and absolute discretion, change or modify the features, functionality, or other aspects of Services.

f. Severability. If any portion or provision of this Agreement is determined or held to be invalid, illegal, or unenforceable under any applicable law in any jurisdiction, the remaining portions and provisions of this Agreement will remain in full force and effect. In such instance, this Agreement, will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provision or portion of any provision is limited or excluded to the minimum extent required so that this Agreement will otherwise remain in full force and effect and enforceable.

g. Survival. The following Sections will survive any termination or expiration of this Agreement: 1. Definitions; 2.c. Third-Party Services; 3. Fees and Payments; 4. Customer Responsibilities; 5. Intellectual Property Rights; 6. Data Protection and Security; 7. Confidentiality; 8.c. Effect of Termination or Expiration; 9. Representations and Warranties; 10. Indemnification; 11. Limitation of Liability; and 12. General.

h. Relationship of the Parties. Each Party will be and act as an independent contractor and this Agreement will not be construed as a partnership, joint venture, agency, or employment relationship. Nothing in this Agreement will constitute a Party as a legal representative or agent of the other Party, nor will a Party have the right or authority to assume, create, or incur any liability or any obligation of any kind, express or implied, against or in the name or on behalf of the other Party or its related entities.

i. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted successors and assigns, and nothing in this Agreement, express or implied, is intended to or will confer upon any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

j. Force Majeure. GCD will not be liable for any delay or failure to perform any obligation under this Agreement to the extent such delay or failure relates to any cause beyond GCD’s reasonable control, including but not limited to acts of God; labor disputes or other industrial disturbances; electrical or power outages; utilities or other telecommunications failures; destruction or extensive damage of factories, colocation centers, or company headquarters; earthquake, storms or other elements of nature; blockages; embargoes; riots; acts or orders of government; acts of terrorism or war; or pandemics (each, a “Force Majuere Event”).

k. Headings. Any titles used in this Agreement are for convenience and ease of reference only and are not to be utilized in any way to construe or interpret the agreement of the Parties.

l. Counterparts. This Agreement and any Order may be executed in two or more counterparts each of which is an original, but all of which together constitutes one and the same instrument.

m. Entire Agreement. This Agreement and the Order, including any Service Level Agreement, exhibits, or policies incorporated in this Agreement or the Order, contain the entire agreement and understanding of the Parties and supersede all negotiations and understandings between the Parties regarding the subject matter.

n. Order of Precedence. In the event of a conflict, the order of precedence will be the Order, this Agreement, the Service Level Agreement, the Services Description document, and then other documents provided by GCD.

Exhibit 1 Service Descriptions This Service Descriptions document contains the descriptions of all Services offered by GCD. Capitalized terms used in this Service Descriptions document, but not defined, are defined in the Agreement, Order Form, and/or applicable Service Level Agreement. SERVICES AND PRODUCTS

1. Domain Management: GCD provides domain registrations, renewals, transfers, and modifications. Any new request must be explicitly submitted through the GCD platform or through client’s dedicated account manager. GCD will provide domain name registrations, domain name transfers, domain name renewals and related domain name management services. These services will be available to Customer directly through the GCD Platform as well as through a dedicated customer services representative responsible for Customer domain name needs. GCD CSMs are available to provide training, answer questions and assist with setup and reporting. GCD CSMs are available Monday – Friday, during normal business hours and after-hours support is available to assist with urgent issues.

2. Domain Name Acquisition Services. GCD will provide Customer Domain Name Acquisition Services (“Acquisition Services”). As part of these Acquisition Services, GCD will gather relevant factual information on the registrant and registrant’s use of the domain name, identify and initiate contact with one or more owners (or their designees) of certain domain names without disclosing Customer’s identify, negotiate the purchase of the domain name, enter into a purchase agreement with the respective registrant for the purchase of domain name for Customer, make Customer-approved payments for the acquisition of domain name, and prepare, execute, and file all documents necessary to affect the initial transfer from the current owner to GCD and the subsequent transfer of rights from GCD to Customer. All communications between GCD and the owners (or their designees) of domain names prior to the transfer of such domain names to Customer will be considered GCD Confidential Information. Customer will pre-pay GCD for any acquisition target amount in excess of $1,000 USD. GCD will advance any Acquisition Target fees under $1,000 USD and Customer shall reimburse GCD for such fees upon receipt of GCD’s billing invoice.

3. Consulting: GCD can perform a variety of consulting services, including but not limited to devising formal domain name registration strategies and policies balancing your company’s tolerance for risk and budget constraints, against your desire to maximize your company’s online presence. Newly created strategies and policies focus on streamlining processes, increasing accuracy, reducing costs, and maximizing portfolio values. Upon request, GCD can assist client with consulting engagements such as these, as well as others (new product launch, M&A Activity, or ICANN participation. Except to the extent agreed to in the applicable Order, any intellectual property created or supplied by GCD during performance of these services (“IP”) remains the property of GCD, however, Customer shall receive a non-exclusive, non-transferable, perpetual license to use such IP for its own internal business purposes.

4. Domain Name Recovery Services (UDRP, C&D, etc.): In cases of clear-cut domain name infringement, recover domains leveraging Uniform Domain Name Dispute Resolution Policy (“UDRP”), Uniform Rapid Suspension (“URS”) and Alternative Dispute Resolution (“ADR”) services. Partnering with a network of leading providers, GCD offers fixed-fee services.

5. Registry Lock: Registry locking provides an additional layer of security so that domains are protected against hacktivists from pointing domains to politically motivated content, disgruntled employees from embarrassing their employers, and inadvertent mistakes which unfortunately still happen. Registry Lock ensures domains are un-editable within the GCD Platform. Registry locked domains are only editable when a unique, manual security protocol is completed between the registry and the registrar. Upon request, GCD will work to place a registry lock on any specified domain name. Since not all registries offer this type of additional security, the registry lock product is only available for certain domain name extensions. For a full list of possible extensions, please request the most up-to-date list from your dedicated account manager.

6. Domain Name System (“DNS”):

6.1. Advanced DNS: GCD offers a free, Advanced DNS, for all domain names under management or added on the Platform. Advanced DNS lists the GCD Nameservers in any Domain Name and allows Customer to use the GCD Nameservers to resolve DNS queries to the GCD Domain Names and constitutes a Service under the Agreement. GCD will not be liable in the event the Advanced DNS Services become temporarily or permanently unavailable due to malfunction or cessation of internet services by an internet service provider. The “GCD Nameservers” means the name servers, hardware, software, data, algorithms and processes owned, controlled, licensed, or resold by GCD and used to host, and resolve DNS Queries for, the Customer Zone(s) set up in GCD Domain Names. “Customer Zone(s)” are the data provided by Customer to GCD which contains information that defines how the GCD Nameservers should respond to DNS Queries to a particular Domain Name. “Queries” mean DNS queries and web forwarding queries. Advanced DNS Services include the ability to create and manage the following record types: A records, AAAA records, MX records, NS records, TXT records, SRV records, CNAMEs. In addition, GCD also provides web-forwarding with daily page view analysis. GCD provides full DNS management capabilities for domain names under management, including the ability to create and manage the following record types: A records, AAAA records, MX records, NS records, TXT records, SRV records, CNAMEs. In addition, GCD also provides web-forwarding with daily page view analysis. Advanced DNS Customer Zones. GCD may provide Customer the ability to have default Customer Zone settings and configurations, Customer is solely responsible for setting, up, maintaining, and updating all records and settings contained in a Customer Zone that, includes, but is not limited to, the following entries: Name, Class, TTL, and Type (“Resource Record(s)"). GCD Nameservers. GCD Nameservers may only be used: (i) to register GCD Domain Names or resolve Queries to GCD Domain Names or (ii) by Customers with an active GCD Platform service. GCD Nameservers may not be used for any other domain names or purposes. If a GCD Managed Domain Name is transfer to another registrar and Customer does not have an active GCD Platform service, Customer must remove and cease using the GCD Nameservers prior to such transfer, unless the GCD Managed Domain Name will become a Tracked Domain Name. Customer is solely responsible for (i) removing the Customer Zone(s) and contacting the registrars of Tracked Domain Names (“Third Party Registrars”) (s) to redirect DNS name server delegation for such Customer Zone(s); (ii) any Third Party Registrar modification fees incurred for changing DNS name server delegation; and (iii) procuring any new or replacement DNS services upon termination or expiration of the Advanced DNS Services, and Order, or this Agreement. By not taking any action with respect to Customer Zone(s) before the date on which the Term expires or the Services terminate, as applicable, GCD may take any number of actions which include, but are not limited to, not resolving DNS Queries to such Customer Zone(s) which will likely result in interruption of its DNS resolution on and after the date on which the Term expires or the date on which the Advanced DNS Services terminate, as applicable, redirect DNS Queries, or respond to such DNS Queries in a manner deemed suitable to GCD.

6.2. High Availability DNS (“HA DNS”): HA DNS is offered to GCD Clients through our partnership with Neustar. This DNS offering provides exceptional up-time as well as advanced features for key domain names. Upon request, GCD can assist customer in placing & managing domain names on HA DNS. The management of the zone files once on HA DNS can be done directly through the GCD platform.

7. SSL: SSL Certificates are a digital certificate that provides additional security for a website through added layers of authentication and an encrypted connection. All certificates can be ordered and managed inside of GCD’s web management interface. SSL Certificates are subject to this Agreement and all relevant agreements, statements, practices and forms set forth in the Certificate Services Repository.

7.1. SSL Certificate. GCD branded certificate for one Fully Qualified Domain Name (FQDN).

7.2. Domain Validation. Domain Validation (DV) SSL certificates require proof of ownership for the secured domain and are typically issued within minutes. Once installed, DV certificates show trust indicators in browsers like the padlock icon and the string https:// before the website domain. Because the legitimacy of the organization is not vetted, they are not recommended for business websites but are ideal for internal sites, test servers, and test domains. Depending on your domain, yearly validation may be required.

7.3. Organizational Validation. Organizational Validation (OV) SSL certificates require validation of the organizational details (business name and address) and proof of ownership for the secured domain and are typically issued within 5-7 business days. Once installed, OV certificates show trust indicators in browsers like the padlock icon and the string https:// before the website domain. Yearly validation is required.

7.4. **Extended Validation Certificate (EV).**Extended Validation (EV) SSL certificates provide the highest level of trust and recommended for business ecommerce websites. To receive one, customers must meet the authentication requirements for an OV SSL but also go through a stricter vetting process performed by a human specialist. This type is recommended for all business and enterprise websites, but is especially important for any site that requests personal information from users (financial, legal and otherwise).

7.5. Multi-Domain SAN SSL Certificate. Multi-Domain SAN SSL Certificates are used to secure multiple websites with different domain names.

7.6. Wildcard SSL Certificate. Wildcard SSL Certificates are used to secure the main domain and an unlimited number of sub-domains under the main domain. For example, www.yourwebsite.com, login.yourwebsite.com, mail.yourwebsite.com, etc. Wildcard certificates offer full encryption for the subdomains, making them an affordable and effective solution for most websites. They are available in DV and OV validation options.

8. Platform: GCD’s domain name management and domain data analytics portal. This tool provides full domain name control to users including, but not limited to the ability to register, transfer, modify and renew domain names. In addition, the tool provides advanced security features such as Single Sign On (SSO), IP filtering, and mandator 2-factor authentication. The platform allows for unlimited users with varying degrees of access and restriction for each. The Platform also provides over 70 points of data on each domain name added to the system, regardless of the registrar or registrant. Functionality includes streamlined workflows, bulk management, robust searching sorting and exporting, two-factor authentication, SSO and access to website data, domain name data, SSL data, DNS data, and ownership information. All of this data is updated every 24 hours.

9. Privacy Services: If requested by Customer in an Order by Customer, GCD will use and display the GCD Privacy Information in GCD Managed Domain Names instead of the Customer’s information in the public facing Whois or equivalent system (the “Privacy Service”). The GCD Privacy Information used will generally be as follows, but GCD is free to use other contact information at its discretion: Registrant Name: GCD PRIVACY CUSTOMER 100067 Registrant Street: PO BOX 190899 Registrant City: BOISE Registrant State/Province: ID Registrant Postal Code: 83719 Registrant Country: US Registrant Phone: +1.2084252575 Registrant Email: 100067@GCDPRIVACY.COM GCD Privacy Information may only be used in connection with GCD Domain Names and only when inserted by GCD. GCD Privacy Information may not be used in connection with any domain names other than GCD Domain Names or otherwise or otherwise manually change the Whois or contact information for GCD Domain Names to the GCD Privacy Information. The suspension or termination of the Privacy Service for any reason will immediately disclose the Customer’s registrant information. GCD may disclose the identity of Customer, as well as, terminate or suspend the Privacy Service for the following reasons:

a. as required by law enforcement, government, or court ruling, requirement, regulation, or order;

b. as required by any of ICANN’s standards, policies, procedures or practices, including the UDRP;

c. as required by ccTLD registry standards, policies, procedures or practices, including the respective registry’s UDRP policy;

d. to comply with any legal process served upon GCD ;

e. upon receipt of a legal complaint regarding the use, content or registration of a Privacy Domain;

f. upon receipt of a formal request from an alternative dispute service provider;

g. upon receipt of a third party complaint of illegal or morally objectionable use of the domain name;

h. if Privacy Services is used or engaged with transmitting SPAM, viruses, worms or other harmful computer programs;

i. upon receipt of allegation of use of the service to conceal involvement with illegal, illicit, objectionable or harmful activities;

j. upon receipt of allegation that the registration violates or infringes upon the legal rights of a third party, including any third-party trademark or trade name and disclosure is necessary to further determine an allegation of breaching a law; or

k. the GCD Domain Name is deleted or removed. Privacy Service, Top Level Domain, or domain extension may not be available in every jurisdiction. Additionally, even if initially permissible to provide the Privacy Service, Top Level Domain, or domain extension in a particular jurisdiction, and either it is no longer permissible, or GCD reasonably believes that it is no longer permissible to do so, GCD may need to immediately suspend or terminate the Privacy Service for the applicable GCD Domain Name. Ownership of Domains Using Privacy Service. Although GCD Privacy Information will be used for GCD Domains using Privacy Service (“Privacy Domains”), Customers retain full control and ownership over and remain the legally responsible owner of the Privacy Domains, including maintaining full liability for the registration and use of Privacy Domains. Correspondence to Privacy Domains. GCD will make commercially reasonable efforts to forward any correspondence sent to the GCD Privacy Information related to an identified Privacy Domain (“Correspondence”) at Customer’s expense but is not responsible for lost or misdirected Correspondence.

10. Trademark Clearing House (“TMCH”): GCD is an authorized TMCH Agent and registers trademarks within the TMCH. TMCH registrations enable companies to apply for domain name registrations during new gTLD Sunrise periods and owners of TMCH registrations also receive notifications of exact-match registrations in new gTLDs. Upon request, GCD will submit new TMCH requests as well as manage those files on behalf of client.

11. Dot Brand Management: In support of dotBrand registries, GCD offers a full suite of services including vendor management, compliance monitoring and ICANN advocacy. GCD can also assist with managing and tracking abuse complaints and requests for zone file access, as mandated by ICANN.

12. Local Presence: GCD provides local presence services to fulfill registration and transfer requirements.

13. Domain Name Sales Services: GCD services related to the solicitation or sale of Domain Names (“Brokerage Services”). Customer Obligations. Customer will engage GCD as its exclusive broker for Brokerage Services and will ensure that any purchases of Domain Names, or offers or counteroffers related to a potential purchase of a Domain Name, or any communications or inquires related to the purchases of Domain Names, or offers or counteroffers related to a potential purchase of a Domain Name, will be managed exclusively by GCD. By requesting Brokerage Services, Customer agrees to cooperate with GCD and provide access to all information reasonably necessary for GCD’s performance of Brokerage Services, including promptly informing GCD of any independent offers or inquiries regarding purchase of the Domain Name(s). GCD Obligations. Acting within any limitations of authority as may be agreed by the Parties in writing, GCD will use its best efforts to solicit potential purchasers for the sale of the Domain Name(s). GCD will have the sole discretion and authority to determine when to commence the marketing campaign for the sale of Customer’s Domain Name(s).

14. Managed Services: GCD services consisting of Escrow Services, Managed Registry Services, and/or Managed DNS Services provided by a third party service provider (collectively, “Managed Services”), as further detailed hereunder. To the extent that GCD’s agreement with the applicable third party service provider is terminated, Customer understands and agrees that any Order for Managed Services may be novated to such service provider on written notice to Customer.

14.1. Escrow Services : GCD services consisting of a data escrow deposit service for the TLD registry data, whereby GCD will supply registry data to an escrow agent in accordance with any specifications required under the registry agreement between ICANN and Customer (“ICANN Agreement”). GCD shall prepare and deliver to Customer and, at Customer’s request, to ICANN, a report providing such data; provided, however, that Customer shall have the sole responsibility for reviewing such reports and providing them to ICANN as per the ICANN Agreement.

14.2. Managed Registry Services: GCD services consisting of the outsourced hosting and/or operation of some or all of Customer’s information technology operations. Customer Obligations: Customer must comply with the Registry Interoperability and Continuity Specifications as set forth in Specification 6 of the ICANN Agreement, as applicable. GCD Obligations: GCD shall provide registration data directory services in accordance with the specifications set forth in Specification 4 of the ICANN Agreement. GCD shall reserve, and not allow the registration of any TLD strings (i) appearing on the list of reserved TLD strings set forth in Specification 5 of the ICANN Agreement, unless otherwise directed by Customer, or (ii) such other names as are designated by Customer to be reserved. GCD shall comply with the Registry Performance Obligations set forth in Specification 10 of the ICANN Agreement, and for a period of at least one year, retain technical and operational records sufficient to evidence compliance with such specifications for each calendar year during the term. GCD shall make nondiscriminatory access these services available to all registrars accredited by Customer for the TLD, And shall provide them with nondiscriminatory operational access to these services. To the extent that any of the registry transition processes set forth in the ICANN Agreement are triggered, GCD agrees to continue providing these services as ‘continuity services’, and during such time GCD shall retain all wholesale fees paid for such services. Nothing in this Agreement precludes or otherwise restricts GCD from (i) providing any services to any third party operating any top level domain, or (ii) directly or indirectly applying itself for or otherwise operating any top level domain, including those covered by this Agreement.

14.3. Managed DNS Services : GCD services consisting of the outsourced hosting and/or operation of some or all of Customer’s “Domain Name System” information technology operations, including providing all technical and operational support to accredited registrars related to the basic domain name registration process. Customer Obligations: Customer shall have the sole responsibility for: (a) establishing all policy for domain name registrations in the TLD; (b) dealing with ICANN issues related to the TLD, provided that Customer shall not make any commitments on behalf of GCD nor any representations about GCD’s services; (c) the accreditation and revocation of accreditation of TLD registrars, provided that only on accredited registrar for the TLD is used; (d) authenticating and validating any requirements for registrants to be eligible to obtain a domain name registration in the TLD; (e) providing all customer support to registrants, end users, and the general public, in addition to all customer support to a registrant that is unrelated to the basic domain registration process.

14.4. Additional Terms for Managed Services :

14.4.1. Network Connections: Customer and/or its representatives, agents or contractors (collectively, “Customer Team” may be required to connect to the system GCD operates for the supply of the Managed Services (“GCD’s System”), and may only use the network connection to GCD’s System (“Network Connection”) in accordance with the following terms:

(a.) Customer Team shall not use the Network Connection or its equipment or systems in a way that interferes in any way with or adversely affects the use of the GCD network by GCD or any other authorized third party user of the GCD network. Notwithstanding the foregoing, Customer Team shall not be responsible for any adverse consequences of its use of the GCD network in a customary manner as contemplated by this Agreement.

(b.) Upon prior written notice by GCD, Customer Team shall reasonably cooperate with GCD to remove any interference or service obstruction that may be caused by hardware, software, or connectivity, owned by or under the control of Customer Team. If, despite such cooperation, the Parties are unable to resolve the interference or obstruction within a reasonable period under the circumstances and such interference or obstruction poses a material risk to the systems or operations of GCD, GCD may disconnect the applicable connection between GCD and Customer until the issue is resolved. GCD shall restore such connection as quickly as practicable once the issue is resolved.

(c.) Each Party shall take all reasonable precautions not to disturb or interfere with the other Party’s services, systems, or property.

(d.) Customer will allow only authorized employees to access the Network Connection. Customer shall be solely responsible for screening such employees for security risks in its reasonable business judgment.

(e.) Each Party shall be solely responsible for the selection, implementation, and maintenance of security procedures and policies that are sufficient to ensure that such Party’s (i) use of the Network Connection from within its own facilities and network is secure, including protected from viruses and other malicious code or attacks, and is used only for authorized purposes; and (ii) business records and data are protected against improper access, use, loss alteration or destruction.

(f.) Customer shall have sole responsibility for the costs, expenses, and deployment of any interconnection, installation, and testing necessary to establish and maintain the Network Connection from within Customer’s facilities or those of its employees and agents.

(g.) GCD may, in its sole discretion, (i) temporarily suspend or restrict any person’s access to the GCD’s System if there is any event that, in the GCD’s sole opinion, affects the security or stability of the GCD’s System; and (ii) suspend or terminate any person’s access to the GCD’s System if GCD (a) considers that the person has not complied with this Agreement and any other requirements of GCD notified in writing from time to time, or (b) is advised to do so by a regulatory body purporting to exercise its functions or powers.

14.4.2. Additional Customer Responsibilities: Customer must retain the delegation of the TLDs from ICANN to which the Managed Services relate, and must enter into and comply with an ICANN Agreement in respect of that TLD. Further, Customer must ensure that the registrar(s) and their use of the associated registry(ies) is approved by ICANN; and that the ICANN Agreement contains the terms required herein or as otherwise notified in writing by GCD from time-to-time.

14.4.3. Indemnification Obligations: Customer shall include in its agreements accredited registrars for the TLD (“TLD Accredited Registrars”), a requirement that, at a minimum, such registrar, at its own expense and within thirty (30) days after presentation of a demand by Customer, will indemnify, defend, and hold harmless Customer, its service providers (including its registry services provider) and their respective employees, directors, officers, representatives, agents and affiliates (the “Customer Indemnitees”), against any claim, suit, action, or other proceeding brought against any of the foregoing based on or arising from any claim or alleged claim: (a) relating to any product or service of such registrar; (b) relating to any agreement, including registrar’s dispute policy, with any Registered Name Holder; or (c) relating to such registrar’s domain name registration business, including, but not limited to, such registrar’s advertising, domain name application process, systems and other processes, fees charged, billing practices and customer service; provided that (i) such registrar reimburses Customer and its service providers for their actual and reasonable costs; (ii) such registrar may not enter into any settlement or compromise of any such indemnifiable claim without Customer’s prior written consent, which consent shall not be unreasonably withheld; and (iii) such registrar will pay any and all costs, damages and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by the Customer Indemnitees or in connection with or arising from any such indemnifiable claim, suit, action, or proceeding. In the event that there are Registered Name Holders that are unaffiliated with Customer (as the term “Affiliated” is defined in the ICANN Agreement), Customer shall ensure that all TLD Accredited Registrars, in their registration agreements with each Registered Name Holder, indemnify, defend and hold harmless GCD, its subsidiaries, affiliates, divisions, shareholders, directors, officers, employees, accountants, attorneys, service providers, insurers, agents, predecessors, successors and assigns, from any and all claims, demands, losses, costs, expenses, causes of action or other liabilities of any kind, whether known or unknown, in any way arising out of, relating to, or otherwise in connection with the Registered Name Holder’s domain name registration. The registration agreement shall further require that this indemnification obligation survive the termination or expiration of the registration agreement.

14.4.4. Disengagement Obligations: On termination of the Managed Services, GCD will provide services to Customer in respect of the relevant TLD (“Disengagement Services”) during a period commencing on the termination or expiration of the Managed Services and ending six (6) months thereafter, or such other period as the parties agree in writing post-termination (the “Disengagement Period”), so as to permit Customer to migrate its data and any software owned or licensed to Customer in respect of the relevant TLD to another facility. However, if the termination affects the provision of some, but not all, of the Managed Services to Customer, the obligation to provide Disengagement Services will be limited to the Managed Services so terminated. Customer shall pay GCD its costs of complying with this clause (in addition to any other moneys payable under this Agreement). GCD may charge the Customer for the provision of the Disengagement Services at a rate of $15,000 per TLD (it being agreed that if GCD is continuing to provide any Managed Services concurrently with any Disengagement Services, the additional charges for the provision of Disengagement Services will be in addition to the charges for the provision of those Managed Services). Any amounts held by GCD at that point in time that it has collected from registrars, which would ordinarily be payable from GCD (less its usual fees under this Agreement) to Customer in connection with the Customer to whom the Disengagement Services relates, will be forfeited to GCD. If GCD terminates this Agreement or otherwise lawfully ceases supply of Managed Services in respect of a Customer, GCD may require Customer to pay all fees and charges then outstanding to GCD, and an amount on account of future Disengagement Services, before commencing the provision of (or continuing to provide) Disengagement Services. If the Customer terminates this Agreement or the Managed Services otherwise lawfully cease to be supplied, then subject to subsequent sentence, GCD shall not be entitled to charge Customer for the provision of the Disengagement Services. If Customer terminates this Agreement or the Managed Services otherwise lawfully cease to be supplied, and the event giving rise to the termination or cessation arose as a consequence of a failure by Customer to comply with any of the provisions of this Agreement (including, to avoid doubt, any obligation to pay any money), then the prior sentence shall not apply, and GCD shall be entitled to charge Customer for the provision of the Disengagement Services referred to above. This clause survives termination.