Domain registration agreement

1. Scope and Parties

This agreement sets out the terms under which Upkyo, the trade name of a Limited Liability Company organized under the laws of the State of New Mexico, USA, company number 6867626, provides domain name registration, renewal, transfer and management services.

In this agreement, “you” and “registrant” mean the individual or entity that orders a domain name or in whose name it is registered. “Registrar” means the ICANN-accredited partner registrar through which the name is registered. “Registry” means the organization that operates an extension, such as .com or .fr. “ICANN” means the Internet Corporation for Assigned Names and Numbers.

Placing an order, paying for a renewal, starting a transfer or simply keeping a domain name in your client area constitutes acceptance of the version of this agreement in effect at that time.

2. Role of Upkyo and the Partner Registrar

Upkyo acts as a reseller. Upkyo is neither a registry nor an accredited registrar. Each domain name is registered through an ICANN-accredited partner registrar and, where applicable, with the registry for the relevant extension. The registrar is identified in the public registration data available through WHOIS or RDAP, and we will also tell you who it is if you ask at support@upkyo.com.

Upkyo remains your single point of contact for ordering, billing, support and day-to-day management of your name. Some operations, however, depend on the registrar or the registry, which may refuse them, delay them or subject them to their own terms. Upkyo may change partner registrars. If that happens, your names may be moved to another accredited registrar, and you consent to that move in advance at no additional cost to you.

3. Applicable Documents

In addition to this agreement, your registration is governed by the following documents, which you accept: our Terms of Service, Acceptable Use Policy and Privacy Policy; the partner registrar's registration agreement, available on request; ICANN consensus and temporary policies, including the Registration Data Policy, the Transfer Policy, the Expired Registration Recovery Policy and the Uniform Domain Name Dispute Resolution Policy; and the terms, policies and naming rules of the registry for each extension.

ICANN, the registrar or a registry may change these rules at any time. Changes apply to your name as soon as they take effect, with no amendment required. In case of conflict, mandatory ICANN and registry rules prevail, followed by the registrar's agreement, then this agreement, then the Terms of Service.

4. Capacity and Eligibility

You represent that you have the legal capacity to enter into this agreement and, if you act for a business or organization, that you are authorized to bind it. Some extensions are restricted to registrants who meet nationality, residency, business or professional requirements. It is your responsibility to confirm that you meet those requirements before ordering and throughout the registration term. A name registered by someone who does not qualify may be deleted by the registry with no refund.

5. Accurate and Current Registrant Data

At the time of your order and for the entire registration term, you must provide accurate, complete and current information: the registrant's full name, organization if any, postal address, a working email address, a telephone number and, depending on the extension, administrative, technical and billing contacts.

You must promptly update any change from your client area. Willfully providing false or inaccurate information, failing to keep it current, or failing to respond to verification inquiries within the time required by ICANN's Registrar Accreditation Agreement is a material breach of this agreement.

6. Data Verification and Suspension

As required by ICANN, the registrar and Upkyo verify certain data, including the registrant's email address, at registration, at transfer and when information changes. You will receive a verification email that you must respond to.

If verification fails, if a third party reports inaccurate data, or if we have reason to believe the data is false, we may ask you for supporting documents, suspend resolution of the name, lock it, or request its cancellation, with no refund. A suspended name no longer supports the website or email that depends on it. Upkyo is not liable for the consequences of a suspension caused by inaccurate or unverified data.

7. Registrant of Record and Licensing

The registrant listed in the registration data is the sole legal holder of the domain name, regardless of who paid for it or who manages the client account. If you register a name on behalf of a client, employer or other third party, you must list that person as the registrant.

If you license the use of a name you hold to a third party, you remain the registrant of record and you remain liable for any wrongful use of the name, unless you promptly disclose the licensee's current contact information and identity to a party that provides you with reasonable evidence of actionable harm. This rule comes from ICANN's Registrar Accreditation Agreement.

If the registrant of record and the client account holder disagree, Upkyo relies on the registration data and may freeze the name until the dispute between them is resolved.

8. Choice of Name and Registrant Representations

You alone are responsible for choosing your domain name. Upkyo does not check whether a name infringes anyone's rights. By ordering, you represent and warrant that, to the best of your knowledge, registering and using the name does not infringe any trademark, trade name or other third-party right; that you are not registering the name for an unlawful purpose or in bad faith; and that you will not use the name in violation of applicable law or our Acceptable Use Policy.

Availability shown during a search is not a guarantee. A name is registered only once the registry confirms it. If the registry rejects the registration or someone else takes the name first, we will refund the amount you paid for that registration or credit it to your account, which is your sole remedy.

9. Registration Term and Payment

A domain name is registered for the term selected at checkout, within the limits allowed by the registry. The price is the one shown on upkyo.com at the time of your order, excluding taxes. Applicable taxes are added based on your country and status.

Prices may change, especially when a registry raises its rates or ICANN changes its fees. The renewal price is the one in effect on the renewal date. Names that carry special pricing set by the registry may renew at a price different from the standard price for the extension.

No name is registered or renewed until payment is received. If a payment is reversed, disputed or declined after registration, we may suspend, lock or delete the name.

10. Automatic Renewal

Unless you turn it off, each domain name renews automatically at expiration for an equivalent term, and the payment method on file in your client area is charged. You can turn off auto-renewal at any time from your client area before the expiration date.

You are responsible for keeping a valid payment method and a current email address on file. We send reminders before and after expiration in line with ICANN's Expired Registration Recovery Policy, but not receiving a reminder does not relieve you of tracking your own expiration dates. If payment fails, the name is not renewed and it expires. Upkyo is not liable for the loss of a name caused by a failed payment, an expired card or an invalid email address.

11. Expiration, Grace Period and Redemption

If a name is not renewed, it expires on its expiration date. Depending on the extension, the registry may provide a grace period during which the name can still be renewed, followed by a redemption period during which it can only be restored by paying a restoration fee on top of the renewal. Whether these periods exist, how long they last and what they cost are set by each registry and may change. Some extensions have none.

Once a name expires, it may stop working, which interrupts the website, email and any other service that depends on it. The registrar or Upkyo may point the name to a page stating that it has expired or offering renewal. To the extent permitted by ICANN and registry rules, and once your rights have ended, the registrar may renew the name for its own account, offer it to a third party or let it return to the public pool, with nothing owed to you.

Upkyo does not guarantee that an expired name can be renewed or restored. Restoration fees are shown in your client area or provided on request.

12. Inbound Transfers

To transfer a name to Upkyo, you must be the registrant or its authorized representative, obtain the authorization code from your current registrar, unlock the name and approve the transfer if asked to confirm it. Transferring a generic name usually adds time to the registration term according to registry rules.

A transfer may be refused or fail, for example if the code is wrong, the name is locked, the name is subject to a dispute or proceeding, the name is too close to expiration, the name was recently created or transferred, or the registrant data does not match. Upkyo does not guarantee that a transfer will succeed or how long it will take, since that depends on the losing registrar and the registry. Fees for a transfer that fails for a reason not attributable to us may be kept or credited to your account, as described in our Refund Policy.

13. Outbound Transfers, Authorization Codes and Locks

You may transfer your name to another registrar at any time, subject to ICANN and registry rules. The authorization code is available in your client area or from support, and it is released only to the registrant or a properly identified representative.

By default, your names are protected by a transfer lock that prevents unauthorized transfers. You can remove it from your client area. Upkyo charges no fee to release a name.

We may deny or block an outbound transfer in the cases allowed by ICANN's Transfer Policy, including actual or suspected fraud, a pending dispute over the identity of the registrant, a pending UDRP or URS proceeding, a court or administrative order, non-payment for the current period, or the registrant's express written objection.

14. ICANN Transfer Restrictions

ICANN's Transfer Policy prohibits or allows a registrar to block the transfer of a name to another registrar for a set period after the name is created, after a prior transfer and, in some cases, after a change of registrant. The length of these periods is set by ICANN and may change. Country-code registries may apply their own restrictions.

These restrictions protect registrants against hijacking. Upkyo cannot lift them, even at your request, except where ICANN policy expressly allows it.

15. Change of Registrant

A change of registrant means any material change to the registrant's name, organization or email address. It must be confirmed through the process required by ICANN and, where applicable, by the registry. Both the current and the new registrant may each need to approve it.

The new registrant accepts this agreement and our Terms of Service. Under the rules in effect, a change of registrant may trigger a temporary lock on transfers to another registrar. Where ICANN allows it, you may opt out of that lock before the change is approved. We may refuse or reverse a change of registrant if we have serious doubts that it was authorized.

16. Registration Data, WHOIS, RDAP and Privacy

ICANN rules require that your registration data be collected, sent to the registrar and the registry, and kept for the required period. Some data may be deposited with an escrow agent approved by ICANN to protect registrants if a registrar fails.

Registration data is published and can be looked up through WHOIS and through RDAP, the protocol that is replacing it. Under ICANN's Registration Data Policy and data protection laws, including the GDPR, personal data of individual registrants is generally redacted from public results. The organization name, country and state or region may remain visible, and a web form or anonymized email address allows people to contact you.

Where the extension allows it, a privacy service can replace your public contact details. This service does not prevent disclosure of your data to the registry, ICANN, authorities or a third party with a legitimate interest, particularly in cases of infringement complaints, UDRP or URS proceedings, abuse or court orders. It may be removed if you use the name abusively.

How Upkyo processes your data is described in our Privacy Policy.

17. Name Servers and DNS

You may use Upkyo's name servers or third-party name servers. You are responsible for configuring your DNS zone and its records and for the consequences of any configuration error. If you use third-party name servers, Upkyo is not responsible for their availability or security.

Changes to name servers and DNS records propagate across the internet on a timeline Upkyo does not control. Where the extension supports it, you may enable DNSSEC. Mismanaging keys can make the name unreachable. DNS service provided by Upkyo ends when the name expires, is deleted or is transferred out.

18. Extensions with Special Requirements

Some extensions, including country-code extensions, industry-specific extensions and certain new generic extensions, impose additional requirements: proof of local presence, identity or business activity; restrictions on use; verification procedures; their own transfer or deletion rules; and specific timelines. Some require a local contact or acceptance of specific terms.

By ordering such an extension, you accept its registry's rules and agree to comply with them for the entire registration term. Premium names, reserved names and registrations made during launch phases or auctions are subject to the registry's specific terms and are not guaranteed.

19. UDRP, URS and Registry Procedures

For generic extensions, you agree to be bound by ICANN's Uniform Domain Name Dispute Resolution Policy, known as the UDRP, and, where the extension is subject to it, by the Uniform Rapid Suspension System, known as the URS. These procedures allow a trademark holder to seek the transfer, cancellation or suspension of a name registered and used in bad faith.

For country-code extensions, you agree to the out-of-court procedures provided by each registry. You also agree to ICANN's Transfer Dispute Resolution Policy where it applies.

Upkyo and the registrar implement decisions issued in these proceedings as the procedures require. While a proceeding is pending, the name is locked and can be neither transferred nor assigned to a new registrant. For any court challenge relating to the use or registration of the name, you submit to the jurisdiction of the courts where you are domiciled and of those where the registrar is located, as ICANN requires.

20. Third-Party Disputes and Upkyo's Neutrality

Upkyo is a neutral technical intermediary. We do not decide disputes between a registrant and a third party claiming rights in a name, or between partners, employees, contractors or clients fighting over a name. We do not give legal advice.

If a dispute arises, we may lock the name, freeze any changes and wait for a decision from a competent court, an arbitration award, a decision issued in a dispute resolution proceeding, or a written agreement between the parties. You agree that Upkyo is not liable for these protective measures.

21. Suspension, Cancellation and Compelled Transfer

On our own initiative or at the request of the registrar, a registry or an authority, we may deny, suspend, lock, cancel, transfer or modify a registration, with no refund, in any of the following cases: to comply with the law, a court order, a request from a competent authority, or a decision issued in a UDRP, URS or registry proceeding; to comply with ICANN or registry policies; where registration data is false or unverified; where the name is used for spam, phishing, malware, botnets, pharming, fraud, counterfeiting or any other unlawful or abusive activity described in our Abuse Policy; in case of non-payment, chargeback or payment fraud; to correct an error made by Upkyo, the registrar or the registry during registration; to protect the integrity and stability of the registry, the registrar or Upkyo; or in case of a breach of this agreement or our Terms of Service.

22. No Refunds

Registration, renewal, transfer, restoration and change-of-registrant fees are earned as soon as the operation is submitted to the registry, because they are immediately passed on to the registrar and the registry. They are non-refundable, including in case of suspension, cancellation, early outbound transfer or closure of your account.

Domain names are excluded from the 30-day money-back guarantee that applies to hosting. If you are a consumer residing in the European Union, you acknowledge that a domain name is a service fully performed upon registration with your express consent, and that you therefore waive the 14-day right of withdrawal under Directive 2011/83/EU for that service, to the extent permitted by law. Details are in our Refund Policy.

23. Disclaimer of Warranties

Domain name services are provided “as is” and “as available.” To the fullest extent permitted by law, Upkyo, the registrar and the registry disclaim all express or implied warranties, including warranties of merchantability, fitness for a particular purpose, non-infringement and uninterrupted operation. Upkyo does not guarantee that a name can be registered, renewed, transferred or restored, or that registering a name gives you any trademark rights or protection against third-party claims.

24. Limitation of Liability

To the fullest extent permitted by law, Upkyo, its officers, employees and partners, the registrar and the registry will not be liable for any indirect, incidental, special, consequential or punitive damages, or for any loss of profits, revenue, goodwill, data or reputation, arising in particular from the registration or loss of a name, its expiration or suspension, a delayed or failed transfer, a DNS outage, use of your account by a third party, or a decision issued in a dispute resolution proceeding.

Upkyo's total liability under this agreement, for all causes combined, is capped at the amount you paid Upkyo for the domain name concerned during the 12 months before the event giving rise to the claim. These limitations do not apply where the law prohibits them, including, for consumers residing in the European Union, for damages that cannot be excluded.

25. Indemnification

You agree to defend, indemnify and hold harmless Upkyo, its officers, employees and partners, as well as the registrar, the registry and ICANN, from any claim, action, loss, judgment, cost and reasonable attorneys' fees arising from the registration or use of your domain name, the content or services associated with it, an infringement of third-party rights, inaccurate registration data or a breach of this agreement. This obligation survives the expiration, transfer or deletion of the name.

26. Registrant Rights and Responsibilities under ICANN

ICANN publishes a document titled “Registrants' Benefits and Responsibilities” that summarizes the rights and responsibilities of generic domain name registrants. Among other things, it explains that you have the right to know who your registrar is and the terms of your registration, to be told about fees and expiration dates, to receive renewal reminders, to transfer your name under ICANN policy, and to assert your rights in dispute resolution proceedings. It also explains that you must provide and maintain accurate data, comply with ICANN and registry policies, and not use your name to infringe the rights of others.

That document, along with ICANN's educational materials for registrants, is available on ICANN's website and from us on request. It forms part of the documents that govern your registration.

27. Account Security

You are responsible for keeping your credentials confidential and for any action taken from your client area. We recommend turning on the protections available and using a contact email address on a different domain from the one you manage. Upkyo may rely on any instruction received from your account or from the email address on file and is not responsible for the consequences of unauthorized access resulting from your own fault.

28. Changes to This Agreement

We may amend this agreement, in particular to reflect changes to ICANN, registrar or registry rules. We will notify you of material changes by email or in your client area before they take effect, unless ICANN, the registrar, a registry or the law requires them to take effect immediately. Continuing to use your names constitutes acceptance of the new version.

29. Governing Law, Disputes and General Provisions

This agreement is governed by the laws of the State of New Mexico and United States federal law, without prejudice to mandatory ICANN and registry rules. Disputes between you and Upkyo are resolved under the dispute resolution clause of our Terms of Service, which provides for individual arbitration, a waiver of class actions and a 30-day opt-out. Consumers residing in the European Union keep the mandatory protections of their country of residence.

If any provision is held invalid, the remaining provisions stay in effect. Failure to enforce a right is not a waiver of it. This agreement is published in several languages, and the English version controls if there is any inconsistency.

30. Contact

For any question about your domain names, or to find out who the registrar is or obtain the partner registrar's agreement, email support@upkyo.com or open a ticket from your client area.

Mailing address: Upkyo, 1178 Broadway, 3rd Floor #1249, New York, NY 10001, USA.