[RRA] RRA Amendment Notification for Multiple (10) TLDs [ ref:_00D616tJk._5004Mr4Eps:ref ]

Wed May 25 17:39:54 UTC 2022

Grant,

Thank you so much for working with us on this.  My apologies for my delayed
response - I was traveling last week and ended up with covid.

ICANN, I can confirm that the registrars are comfortable with this updated
form of RRA.  Please let us know if there is anything further you require
from us.

Best,
Catherine
*Catherine Merdinger **| *Corporate Counsel *| *Donuts Inc. *|*
+1.319.541.9416 *| *she/her

On Mon, May 16, 2022 at 11:52 AM Grant Carpenter <grant at team.xyz> wrote:

> Hi All,
>
> Updated versions attached -- one clean and one with tracked changes from
> the previous version. I combined it all into a single file this time.
>
> Notes below on the relevant items from Catherine's 4/28 email:
>
>    - *1 (Confidentiality language)*: Added.
>    - *4 (Repeated language in 6.3 and 6.5)*: Fixed
>    - *4 (Repeated language contradicting 8.3)*: I don't agree that the
>    language from 6.5 (now removed from 6.3) contradicts 8.3. 6.5 deals with
>    RO's right to amend on 90 days' notice. The relevant portion of 8.3 states
>    that if RO posts an amended version of the agreement on the CentralNic
>    Console, Registrar may simply accept the new agreement in place of the old
>    agreement -- rather than amending the existing agreement. In other words,
>    6.5 covers the assignment process and the relevant portion of 8.3 provides
>    a related (but seperate) option to replace the existing agreement with the
>    amended version of the agreement. They're entirely consistent -- although
>    not very clearly drafted.
>    - *5 (Various typos and other issues)*: All fixed / resolved.
>
> Let me know if you need anything else and thanks for your work on this.
>
> Best,
> Grant
>
> *Grant Carpenter*
> General Counsel, XYZ
> 2800 Olympic Blvd., #1, Santa Monica, CA 90404
> 2121 E Tropicana Ave., #2, Las Vegas, NV 89119
> O: 1.702.757.6555 | M: 1.203.610.2683 | Grant at team.xyz
> ------------------------------
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>
> On Thu, Apr 28, 2022 at 1:25 PM Grant Carpenter <grant at team.xyz> wrote:
>
>> Hi all,
>>
>> I used the exact RRA that was approved multiple times by the RrSG --
>> including fairly recently -- so I'm a little surprised by these items being
>> brought up now.  Given the amount of changes being requested, I'm going to
>> redraft and resubmit the RRA with the requested changes and a number of
>> other registry-friendly changes I've wanted for years.  I've been avoiding
>> making any changes to our RRA to make the RrSG's approval process a little
>> easier. Looks like now's the time to make the changes. More to follow.
>>
>> Also, I agree that the formatting of the redlines makes no sense -- but
>> that is how ICANN requires us to submit it. Note that I included clean
>> versions for this reason.
>>
>> Best,
>> Grant
>>
>> *Grant Carpenter*
>> General Counsel, XYZ
>> 2800 Olympic Blvd., #1, Santa Monica, CA 90404
>> 2121 E Tropicana Ave., #2, Las Vegas, NV 89119
>> O: 1.702.757.6555 | M: 1.203.610.2683 | Grant at team.xyz
>> ------------------------------
>> Please NOTE: This electronic message, including any attachments, may
>> include privileged, confidential and/or inside information. Any
>> distribution or use of this communication by anyone other than the intended
>> recipient(s) is strictly prohibited and may be unlawful. If you are not the
>> intended recipient, please notify the sender by replying to this message
>> and then delete it from your system. Thank you.
>>
>>
>> On Thu, Apr 28, 2022 at 11:49 AM Catherine Merdinger
>> <catherine at donuts.email> wrote:
>>
>>> ICANN,
>>>
>>> The RrSG has the following requests for clarification and potentially
>>> changes to the proposed RRAs submitted by XYZ.  The RRA Review Team of the
>>> RrSG would be happy to discuss any of these requests with the registry, if
>>> that would be beneficial.
>>>
>>> Thanks,
>>> Catherine
>>>
>>> 1.     The RrSG requests that the registry add back language that was
>>> deleted from Section 9.6(vi) which would require notification to the
>>> Disclosing Party if the Receiving Party is required by law to disclose the
>>> Disclosing Party’s Confidential Information.  The specific language that
>>> was deleted is below:
>>>
>>> a.     "provided, that in the event the Receiving Party is required by
>>> Iaw, regulation or court order to disclose any of Disclosing Party's
>>> Confidential information, Receiving Party will promptly notify Disclosing
>>> Party in writing prior to making any such disclosure in order to facilitate
>>> Disclosing Party seeking a protective order or other appropriate remedy
>>> from the proper authority, at the Disclosing Party's expense. Receiving
>>> Party agrees to cooperate with Disclosing Party in seeking such order or
>>> other remedy. Receiving Party further agrees that if Disclosing Party is
>>> not successful in precluding the requesting legal body from requiring the
>>> disclosure of the Confidential Information, it will furnish only that
>>> portion of the Confidential Information that is legally required."
>>>
>>>
>>> 2.     While the RrSG is aware that the text of Section 5(b) of the
>>> Data Processing Addendum is from the Temporary Specification DPA model
>>> terms, we do have concerns about the referenced SCCs no longer being
>>> applicable to data transfers from the UK, which is no longer part of the
>>> European Union.  Will the registry be incorporating the UK SCCs for UK
>>> based registrars party to the RRA to ensure the lawful transfer of data?
>>>
>>>
>>> 3.     The RrSG requests clarification regarding Section 5.9.6 and the
>>> data elements listed there.  Is the registry operator stating that “Public
>>> Access to Data on Registered Names” (subsection v) is a data element that
>>> “Registrar shall submit to, or shall place in the Registry Database via the
>>> Registry System”?  Similarly, subsection vi. and vii. do not appear to list
>>> specific data elements for submission to the registry system.  Furthermore,
>>> can you please confirm that the data elements listed in subsection vii. are
>>> consistent with the Board-approved EPDP Phase 1 recommendations?
>>>
>>>
>>> 4.     The RrSG requests clarification regarding text that appears to
>>> be erroneously repeated in Sections 6.3 and 6.5.  The screenshot below
>>> shows the repeated texts highlighted.  The repeated language also seems to
>>> contradict the language contained in Section 8.3.
>>> [image: image.png]
>>>
>>>
>>> 5.     The RrSG noted the following typos that we would request be
>>> corrected before the agreement is finalized:
>>>
>>> a.     There are two section 4.4.1s
>>>
>>> b.     We believe there is text missing at the beginning of 5.5.3 (the
>>> section seems to pick up in the middle of a sentence)
>>>
>>> c.     Section 5.13 is duplicative of Section 5.5
>>>
>>> d.     Sections 8.1 and 8.3 contradict each other regarding the Term of
>>> the RRA; please confirm which section is correct and remove redundant
>>> language.
>>>
>>> e.     Section 19 contains an extraneous “a” (“This *a* Agreement may
>>> be executed…”)
>>>
>>>
>>>
>>> Finally, the RrSG is requesting that all registry operators going
>>> forward refrain from submitting as their redlined version of the existing
>>> RRA showing the proposed changes, a version that simply deletes the old RRA
>>> and inserts the text of the new RRA.  This style of redline is not useful
>>> in our review of the changes and may delay our response.   Instead, the
>>> RrSG requests that registry operators run a comparison of the current RRA
>>> against the proposed new RRA (or use some other method of tracking the
>>> changes to each section).  Of course, if a registry operator has questions
>>> about what style of redline is most helpful to the RrSG, the RRA Review
>>> Team would be happy to consult as they prepare their documents.  In the
>>> future, the RrSG will be unable to complete our review until the correct
>>> redlines are submitted by the registry operator.
>>> *Catherine Merdinger **| *Corporate Counsel *| *Donuts Inc. *|*
>>> +1.319.541.9416 *| *she/her
>>>
>>>
>>> On Thu, Apr 7, 2022 at 10:43 AM Catherine Merdinger
>>> <catherine at donuts.email> wrote:
>>>
>>>> Thanks, ICANN.  Confirming receipt on behalf of the RrSG.
>>>>
>>>> Catherine
>>>> *Catherine Merdinger **| *Corporate Counsel *| *Donuts Inc. *|*
>>>> +1.319.541.9416 *| *she/her
>>>>
>>>>
>>>> On Thu, Apr 7, 2022 at 10:31 AM ICANN Global Support Center <
>>>> globalsupport at icann.org> wrote:
>>>>
>>>>> Hello Ashley,
>>>>>
>>>>> Attached, please find the cover letter and the red-lined RRA Amendment
>>>>> for the following TLD(s) submitted by *XYZ.COM <http://XYZ.COM>, LLC* to
>>>>> be shared with your Stakeholder Group:
>>>>>
>>>>>    - *.audio*
>>>>>    - *.christmas*
>>>>>    - *.diet*
>>>>>    - *.flowers*
>>>>>    - *.game*
>>>>>    - *.guitars*
>>>>>    - *.hosting*
>>>>>    - *.lol*
>>>>>    - *.mom*
>>>>>    - *.pics*
>>>>>
>>>>> Please respond by 23:59 UTC on *Thursday, 28 April 2022* to let us
>>>>> know if your Stakeholder Group has concerns, does not have concerns, or if
>>>>> additional review time is required. If the Stakeholder Group has concerns,
>>>>> ICANN org will continue with the next step of the RRA Amendment Procedure,
>>>>> which is to consult with the RrSG and the Registry Operator to attempt to
>>>>> resolve any such concerns.
>>>>>
>>>>> Warm Regards,
>>>>>
>>>>> Camia Frank
>>>>> GDS Service Delivery
>>>>>
>>>>> ref:_00D616tJk._5004Mr4Eps:ref
>>>>>
>>>>
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