Trustee Services Agreement

This Trustee Services Agreement (this "Agreement") is entered into by and between DNSimple Corporation ("DNSimple," "we," "us," or "our"), a Florida corporation, and the individual or entity ("Customer," "you," or "your") that subscribes to the Trustee Services described herein.

Your acceptance of this Agreement, whether by clicking "I Accept," completing a registration order that includes Trustee Services, or by otherwise using the Trustee Services, signifies that you have read, understand, and agree to be bound by this Agreement, the DNSimple Domain Registration Agreement (the "Registration Agreement"), the DNSimple Terms of Service, DNSimple Take Down Policy, ICANN Registration Rights, Registry Agreements for Top-Level Domains, and the DNSimple Privacy Policy (collectively, the "DNSimple Policies"), each of which is incorporated herein by reference and available at https://dnsimple.com/policies.

If you do not agree to this Agreement, do not subscribe to or use the Trustee Services.

1. Definitions

"Applicable Registry" means the registry authority responsible for the management of the relevant ccTLD.

"Domain Name" means each individual country-code top-level domain ("ccTLD") or other domain name registered or renewed under this Agreement with the benefit of the Trustee Services.

"Legal Presence Requirement" means any requirement imposed by an Applicable Registry that the registrant of a Domain Name have a local contact address or legal presence on record to register or maintain a Domain Name in a specific jurisdiction.

"Trustee" means the third-party entity appointed to serve as the nominal registrant or administrative contact for a Domain Name on your behalf to satisfy a Legal Presence Requirement. DNSimple currently sources Trustee services from CentralNic Ltd. ("CentralNic") and its affiliates, and may appoint other Trustee providers at its discretion.

"Trustee Services" means the service by which DNSimple, through the Trustee, satisfies the Legal Presence Requirement of an Applicable Registry on your behalf, allowing you to register or maintain a Domain Name in a jurisdiction in which you do not otherwise meet the registration eligibility criteria.

2. Description and Scope of Trustee Services

2.1 Purpose of Trustee Services

The Trustee Services enable you to register, transfer, and renew Domain Names for which an Applicable Registry imposes a Legal Presence Requirement that you do not independently satisfy. By subscribing to the Trustee Services for a given Domain Name, you authorize DNSimple to appoint a Trustee to serve as the registrant, agent, or manager of the Domain Name in the Applicable Registry.

The Trustee Services are a compliance mechanism. Beneficial ownership of each Domain Name, at all times, remains with you. The Trustee holds the Domain Name in trust for your exclusive benefit subject to the terms of this Agreement.

Notwithstanding the foregoing, DNSimple does not warrant or represent the permissibility of using Trustee Services under the laws of any jurisdiction. You are solely responsible for determining whether use of the Trustee Services is lawful in the subject jurisdiction and consistent with the policies of the Applicable Registry and any other applicable law or regulation.

2.2 Supported ccTLDs

The Trustee Services are available for the ccTLDs offered by DNSimple as listed and shown on the DNSimple website located at https://support.dnsimple.com/tlds. The Domain Names offered may change from time to time as Applicable Registry policies evolve or as Trustee availability changes. DNSimple will endeavor to provide reasonable advance notice of any removal of a ccTLD from the list of supported Trustee Services.

2.3 Relationship with CentralNic

DNSimple currently uses CentralNic's registrar accreditation and Trustee infrastructure to fulfill domain registrations and Trustee Services on your behalf. By using the Trustee Services, you acknowledge that your Domain Name registration may be held in the name of a CentralNic-designated Trustee entity and that CentralNic's own registration terms and policies may apply to your registration at the registry level. CentralNic's policies can be found on their website at https://www.centralnicreseller.com. DNSimple remains your primary point of contact and responsible party under this Agreement.

3. Appointment of Trustee

3.1 Authorization

By subscribing to the Trustee Services for a Domain Name, you hereby irrevocably appoint and authorize DNSimple to engage a Trustee on your behalf to: (a) appear as the nominal registrant or administrative contact for the Domain Name in the Applicable Registry's records; (b) execute any documents or agreements required by the Applicable Registry or the Trustee as a condition of registration or renewal; and (c) take all administrative actions necessary to maintain the Domain Name registration consistent with your instructions relayed through DNSimple.

3.2 Per-Domain Appointment

The appointment under Section 3.1 applies individually to each Domain Name registered under this Agreement. Each appointment is independent. Acceptance of this Agreement constitutes your standing authorization for the appointment of a Trustee for any and all Domain Names for which you elect to use the Trustee Services through your DNSimple account.

3.3 Additional Documents

You agree, promptly upon request, to sign (electronically or otherwise) or provide any additional agreements, declarations, or documents required by the Trustee or the Applicable Registry as a condition of providing the Trustee Services. Failure to provide such documents within the time specified in DNSimple's request (which shall be no less than five (5) business days (unless a shorter period is required by the Applicable Registry or a legal authority)) may result in the suspension or removal of the affected Domain Name and termination of the Trustee Services for that Domain Name, without refund.

4. Customer's Obligations

4.1 Beneficial Ownership and Lawful Use

You represent, warrant, and covenant that (a) You are the true beneficial owner of each Domain Name covered by this Agreement, and you have full authority to appoint a Trustee and to enter into this Agreement; (b) The registration and use of each Domain Name does not and will not infringe any third-party intellectual property rights (including trademarks, trade names, and copyrights), violate any applicable law or regulation, or constitute fraudulent, deceptive, abusive, or unlawful conduct; (c) You will use each Domain Name in compliance with all applicable laws and the policies of the Applicable Registry, ICANN, the Trustee, and DNSimple; and (d) All information you provide to DNSimple in connection with the Trustee Services is, and will remain, true, complete, and accurate.

4.2 Prompt Notification

You must notify DNSimple in writing within five (5) business days of becoming aware of: (a) any threatened or pending legal action, administrative proceeding, or dispute involving a Domain Name registered under this Agreement; (b) any claim by a third party that the registration or use of a Domain Name infringes their rights; or (c) any change in your circumstances that may affect the accuracy of any representation made in this Agreement. Notices to DNSimple must be sent to support@dnsimple.com.

4.3 Account Information

You must keep your DNSimple account information, including contact details and payment information, current, complete, and accurate at all times. DNSimple is not responsible for any failure to deliver notices or for any lapse in Trustee Services resulting from inaccurate or outdated account information.

4.4 Response to Inquiries

You must respond to any inquiry from DNSimple or the Trustee regarding a Domain Name registered under this Agreement within five (5) business days, or such shorter period where required by the Applicable Registry or a legal authority.

5. Trustee's Obligations

Subject to the terms of this Agreement and any agreement between DNSimple and CentralNic, the Trustee will (i) Act as the administrative contact solely for the purpose of satisfying the Legal Presence Requirement of the Applicable Registry; (ii) Execute all instructions provided by you through DNSimple regarding the configuration, renewal, transfer, or other management of each Domain Name; (iii) Promptly notify you of any legal process, or inquiry received by the Trustee relating to a Domain Name; (iv) forward all correspondence relating to the Domain Name; and (v) Take no action with respect to a Domain Name that is inconsistent with your instructions, except as required by applicable law, the Applicable Registry, or a competent judicial or administrative authority.

The Trustee is not obligated to execute agreements or take actions unrelated to the registration, renewal, transfer, or DNS configuration of a Domain Name, including (without limitation) actions relating to the issuance of SSL certificates or verification requirements imposed by certificate authorities.

6. Fees

The Trustee Services are offered as an add-on service and are subject to the fees posted on the DNSimple pricing page (https://dnsimple.com/tlds) or otherwise disclosed at the time of order. Fees for the Trustee Services are charged in addition to standard domain registration, transfer, and renewal fees and are due and payable in advance.

All fees for Trustee Services are non-refundable, including where: (a) the Trustee Services are terminated by you before the end of a registration period; (b) the Domain Name is deleted, suspended, or transferred before the end of a registration period; or (c) the Applicable Registry changes its policies in a manner that makes Trustee Services unnecessary or unavailable.

DNSimple reserves the right to modify its fees for the Trustee Services upon reasonable notice. Continued use of the Trustee Services after any fee change takes effect constitutes acceptance of the new fees.

7. Transfers of Domain Names

7.1 Transfer to Another Registrar

If you wish to transfer a Domain Name to another registrar, you must, prior to initiating the transfer: (a) arrange for a replacement local contact that satisfies the Legal Presence Requirement of the Applicable Registry; (b) update all relevant registration records to remove the Trustee as registrant or administrative contact; and (c) pay any applicable fees required by the Applicable Registry or by DNSimple for a change of registrant or administrative contact. DNSimple reserves the right to withhold its approval of a transfer until these conditions are satisfied.

7.2 Change of Registrant

Any transfer of beneficial ownership of a Domain Name to a third party ("Transferee") automatically terminates this Agreement with respect to that Domain Name, unless DNSimple consents in writing, which consent may be withheld for any reason or no reason. A new Trustee Services Agreement must be entered into by the Transferee before the Trustee Services can be continued on behalf of the Transferee.

8. Third-Party Disputes

8.1 Notice and Cooperation

In the event that the Trustee receives a demand, legal process, or order from a third party or governmental or judicial authority requiring the release, transfer, suspension, or deletion of a Domain Name, DNSimple will promptly notify you. You must, within five (5) business days (or such shorter period as DNSimple specifies based on the urgency of the matter), advise DNSimple in writing whether you intend to: (a) defend your rights to the Domain Name; or (b) consent to the release, transfer, suspension, or deletion.

8.2 Defense

If you elect to defend your rights, you must: (i) promptly assume conduct of the defense at your sole cost and expense; (ii) indemnify and hold harmless DNSimple and the Trustee against all losses, costs, expenses, and liabilities (including reasonable legal fees) arising from or in connection with the dispute; and (iii) keep DNSimple informed of all material developments. DNSimple and the Trustee shall cooperate reasonably with your defense at your expense.

8.3 Failure to Respond

If you fail to respond within the period specified by DNSimple, or if you fail to satisfy your indemnification and cost obligations under Section 8.2, DNSimple and the Trustee reserve the right to take such action as they deem appropriate in their sole discretion, without liability to you of any kind, including complying with the demand or order, deleting or deregistering the domain name.

9. Term and Termination

9.1 Term

This Agreement commences on the date you first subscribe to the Trustee Services for a Domain Name and remains in effect, on a domain-by-domain basis, for so long as: (a) the Domain Name remains registered through DNSimple; and (b) you continue to subscribe to the Trustee Services for that Domain Name. The Trustee Services and this Agreement with respect to the relevant Domain Name automatically renew upon each renewal of the Domain Name registration, unless terminated in accordance with this Section 9.

9.2 Termination by Customer

You may terminate the Trustee Services for a Domain Name at any time by providing sixty (60) days written notice to DNSimple at support@dnsimple.com. Termination takes effect only when you have: (a) replaced the Trustee with a valid local contact that independently satisfies the Legal Presence Requirement of the Applicable Registry; and (b) updated all relevant registration records accordingly. Until these conditions are met, the Trustee Services (and associated fees) remain in effect. No refund of prepaid Trustee Services fees will be provided upon termination by you.

9.3 Termination by DNSimple for Cause

DNSimple may terminate the Trustee Services for a Domain Name, or suspend them pending cure, immediately upon written notice to you if: (a) you materially breach this Agreement or the Registration Agreement and fail to cure such breach within five (5) days of notice or within the applicable time to cure under said Registration Agreement; (b) DNSimple's Trustee provider (including CentralNic) ceases to offer Trustee Services for the relevant ccTLD; (c) the Applicable Registry changes its policies in a manner that makes the Trustee Services impermissible, illegal, or unmanageable; (d) a competent authority orders the suspension or deletion of the Domain Name; or (e) continued provision of the Trustee Services would expose DNSimple or the Trustee to legal liability.

DNSimple will use reasonable efforts to provide advance notice of termination and to allow you sufficient time to arrange alternative local presence arrangements, except where immediate termination is required by law, by the Applicable Registry, or to protect the integrity of DNSimple or the Trustee.

9.4 Termination by DNSimple for Convenience

DNSimple may terminate this Agreement and the Trustee Services for any reason or no reason by providing sixty (60) days written notice to Customer.

9.5 Effect of Termination

Upon termination of the Trustee Services for a Domain Name for any reason: (a) the Trustee's appointment is revoked with respect to that Domain Name; (b) you must promptly arrange a compliant replacement local contact or transfer the Domain Name to a registrar or registrant who independently satisfies the Legal Presence Requirement; and (c) if you fail to do so, the Domain Name may be suspended or deleted by the Applicable Registry, for which DNSimple shall have no liability. The payment of any additional fees arising from or related to the change of Trustee, including but not limited to any mandatory renewal fees, is your sole responsibility. Customer hereby releases DNSimple and Trustee from all responsibilities as trustee with respect to or arising from the domain name upon the termination of the Trustee Services.

10. Indemnification

You agree to indemnify, defend, and hold harmless DNSimple, Trustee, and each of their respective directors, officers, employees, owners, agents, successors, and assigns (collectively, "Indemnified Parties") from and against any and all claims, demands, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) ("Losses") arising out of or relating to (i) any breach by you of this Agreement or the DNSimple Policies; (ii) any misrepresentation or inaccuracy in any information provided by you to DNSimple or the Trustee; (iii) the registration, use, or misuse of a Domain Name registered under this Agreement; (iv) any third-party claim that the registration or use of a Domain Name infringes any intellectual property right or other right of a third party; or (v) any legal action, proceeding, or demand relating to a Domain Name in which the Trustee or DNSimple is named as a party or is otherwise required to participate as a result of serving as nominal registrant or administrative contact.

The indemnification obligations set forth herein are in addition to, and not in lieu of, any indemnification obligations in DNSimple's Registration Agreement, Terms of Service, or other documents incorporated herein by reference or otherwise applying to the Trustee Services.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DNSIMPLE OR THE TRUSTEE BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRUSTEE SERVICES, EVEN IF DNSIMPLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

DNSIMPLE'S TOTAL CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY YOU TO DNSIMPLE FOR THE TRUSTEE SERVICES FOR THE DOMAIN NAME(S) TO WHICH THE CLAIM RELATES DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

DNSimple shall have no liability for: (a) any failure or delay in performing Trustee Services due to circumstances beyond DNSimple's reasonable control, including force majeure events, changes in Applicable Registry policies, governmental actions, or the failure of CentralNic or any other Trustee; or (b) any loss or expense incurred as a result of the deletion, suspension, or non-renewal of a Domain Name due to your failure to satisfy your obligations under this Agreement.

12. Disclaimer of Warranties

THE TRUSTEE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." DNSIMPLE EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. DNSIMPLE MAKES NO WARRANTY THAT: (A) THE TRUSTEE SERVICES WILL MEET YOUR REQUIREMENTS; (B) THE TRUSTEE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE APPLICABLE REGISTRY WILL ACCEPT OR MAINTAIN A DOMAIN NAME REGISTRATION SUPPORTED BY TRUSTEE SERVICES; OR (D) THE USE OF TRUSTEE SERVICES IS PERMISSIBLE UNDER THE LAWS OF YOUR JURISDICTION OR ANY OTHER JURISDICTION.

13. Privacy and Data

Personal data collected in connection with the Trustee Services is processed in accordance with the DNSimple Privacy Policy (https://dnsimple.com/privacy). You acknowledge that, as a condition of satisfying the Legal Presence Requirement, certain registration data (including the Trustee's name and address) will be published in the Applicable Registry's WHOIS or Registration Data Access Protocol ("RDAP") database, and that your beneficial ownership information may be disclosed to the Trustee, the Applicable Registry, ICANN, and governmental authorities as required by applicable law or registry policy.

Where you provide personal data of a third party (such as the data of an individual contact) in connection with the Trustee Services, you represent that you have obtained all necessary consents from that third party for the collection, processing, and disclosure of their data as described in the DNSimple Privacy Policy.

14. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida and the applicable federal laws of the United States of America, without regard to conflict of law principles, and you irrevocably consent to the exclusive jurisdiction and venue of the state or federal courts located in Florida.

Any dispute, claim, or controversy arising out of or relating to this Agreement, or the breach, termination, enforcement, interpretation, or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be resolved by binding arbitration in Melbourne, Florida, before a single arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures, or pursuant to JAMS' Streamlined Arbitration Rules and Procedures if the parties mutually agree. The arbitrator's award shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction.

Nothing in this Section 14 shall preclude either party from seeking provisional or interim relief, including injunctive relief, in the state or federal court of competent jurisdiction where necessary to protect a party's rights pending the conclusion of arbitration.

15. Modifications

DNSimple may modify this Agreement at any time. Changes will be posted at https://dnsimple.com/policies. Your continued use of the Trustee Services after the effective date of any modification constitutes acceptance of the modified Agreement. If you do not agree to any modification, you must terminate the Trustee Services for all affected Domain Names before the modification takes effect. Your exclusive remedy for disagreement with any modification is termination of the Trustee Services in accordance with Section 9.2.

16. General Provisions

16.1 Relationship with Registration Agreement

This Agreement supplements and is incorporated into the Registration Agreement. In the event of any conflict between this Agreement and the Registration Agreement with respect to the Trustee Services, this Agreement shall prevail. In all other respects, the Registration Agreement governs the registration and management of your Domain Names.

16.2 Entire Agreement

This Agreement, together with the DNSimple Policies incorporated herein by reference, constitute the entire agreement between you and DNSimple with respect to the Trustee Services and supersedes all prior and contemporaneous agreements, representations, and understandings, whether written or oral, relating to the same subject matter.

16.3 Severability

If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid, illegal, or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable, consistent with the parties' original intent.

16.4 Waiver

No failure or delay by DNSimple in exercising any right, power, or remedy under this Agreement shall operate as a waiver of that right, power, or remedy. No waiver shall be effective unless in writing and signed by an authorized representative of DNSimple.

16.5 Assignment

You may not assign, transfer, or delegate your rights or obligations under this Agreement without DNSimple's prior written consent. DNSimple may freely assign its rights and obligations under this Agreement, including in connection with a merger, acquisition, or sale of all or substantially all of its assets.

16.6 Notices

Notices to DNSimple under this Agreement shall be sent to support@dnsimple.com or by postal mail to: DNSimple Corporation, 2412 Irwin St, Melbourne, FL 32901. Notices to you shall be sent to the email address on file in your DNSimple account. Notice by email is effective upon transmission, provided no delivery failure notification is received.

16.7 Force Majeure

Neither party shall be liable for any failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, pandemic, governmental action, Applicable Registry outages, or failures of third-party infrastructure providers.

16.8 No Third-Party Beneficiaries

This Agreement is for the sole benefit of DNSimple and you. Nothing in this Agreement shall create any rights in any third party, except that CentralNic and the Trustee are intended third-party beneficiaries of Sections 10 and 11.

16.9 Headings

Section headings are for convenience only and shall not affect the interpretation of this Agreement.

ACCEPTANCE OF AGREEMENT

BY SUBSCRIBING TO THE TRUSTEE SERVICES, CLICKING "I ACCEPT," OR OTHERWISE USING THE TRUSTEE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS, TOGETHER WITH THE DNSIMPLE POLICIES.