------------------------------------------------------------------- APNIC Document identity Title: APNIC Membership Agreement Short title: membership-agreement Document ref: APNIC-050 Version: 001 Date of original publication: 6 November 1996 Date of this version: 6 November 1996 Review scheduled: n/a Obsoletes: APNIC-040 Status: Obsolete Comments: Obsoleted by APNIC-079 -------------------------------------------------------------------- APNIC Membership Agreement *) This form is valid until superseded by another form. After the date specified, please check the APNIC document store located at ftp://ftp.apnic.net/apnic/docs for a later version of this form. Note: This document is for reference only. Contact hostmaster@apnic.net for the official APNIC Membership agreement. APNIC MEMBERSHIP AGREEMENT Dated: ______________, 1997 Parties APNIC, LTD and Account Name: ____________________________________ AGREEMENT THIS AGREEMENT is made this _________ day of ____________________, 1996 Between APNIC LTD, a non-profit corporation incorporated under the laws of the sovereign nation of The Seychelles, and having its principal office at Telecom Center East 4th Floor, Mailbox 1017, 2-38 Aomi, Koto-ku, Tokyo 135-70, Japan ("the corporation") And ________________________________________________________________________ a company incorporated under the laws of _______________________________ (or, a sole proprietorship, business, partnership, society, unincorporated association registered under the laws of ______________________________) and having its registered address at __________________________________ _______________________________________________________________________ _______________________________________________________________________ ("Member"). RECITALS (A) WHEREAS the purpose of the corporation is to provide the service of allocating and registering Internet resources for the purpose of enabling communications via open system network protocols and to assist in the development and growth of the Internet in the Asia and Pacific Rim regions. The corporation will assist the Asia and Pacific Rim Internet community in the development of procedures, mechanisms, and standards to efficiently allocate Internet resources as a service to the community as a whole. The corporation will provide educational opportunities to further Members' technical and policy understanding of the industry. The corporation will also develop public policies and public positions in the best interest of the industry and will seek legislative and regulatory consideration of issues of general benefit to the Members and the industry where and when appropriate; (B) WHEREAS the corporation, in furtherance of creating greater interconnectivity throughout the industry, has established operational, technical and administrative mechanisms to ensure fair and equitable distribution of Internet resources among organizations using open system network protocols; (C) WHEREAS the Member is desirous of participating in the activities, functions and affairs of the corporation by becoming a Member of APNIC (a Special Committee of APNIC Ltd.) on the basis of one of the four tiers set forth below and to receive all benefits associated with such membership; (D) WHEREAS the APNIC membership structure consists of a one-time initial fee of US$1,000 and a yearly recurrent fee based on a self-determined tier of membership. Membership consists of four tiers as follows: (a) Tier I - "Large Registry Membership"; (b) Tier II - "Medium Registry Membership"; (c) Tier III - "Small Registry Membership"; (E) The annual fees ("the Membership Fee"), on a calendar year basis, applicable to each tier and the rights and benefits associated with each membership tier are substantially as set forth in the Schedule hereto. IT IS HEREBY AGREED AS FOLLOWS: The Corporation's Obligations 1. To render resource allocation services based on demonstrated and justified Member requirements in accordance with generally accepted Internet registry practices and not based upon the self-determined tier of membership chosen; 2. To maintain such resource allocation information within APNIC network information databases as necessary to ensure and promote proper operation of the Internet; 3. To develop region-wide forums for the consideration and development of Internet-related policy issues; 4. To discuss and consider issues with the Members that will improve the efficiency and interconnectivity of the Members' use of public networks; 5. To support legislative and regulatory goals that are beneficial to the Members and the industry as a whole. In doing so, the corporation agrees that it shall not use the name of the Member without obtaining the Member's prior approval, provided, however, that the corporation may use the Member's name in general disclosures of the APNIC membership list and in reporting events regarding the Member that have already been disclosed to the general public or where such disclosure is deemed to be in the public domain. 6. To promote the greater connectivity of public networks; 7. To provide operational, technical and administrative mechanisms to help ensure open communications and dialog between and among Internet Service Providers and consumers of those Internet services. 8. To be bound by all of the terms of this Agreement and to abide by all of the provisions of the Memorandum and Articles of Association of the corporation ("the Charter") and the by-laws. The Member's Obligations 9. To abide by common Internet practices with respect to address space management as documented in Internet "Request For Comment" documents, including (but not limited to): RFC 1466, RFC 1917, RFC 1918, RFC 1930, RFC 2050 and other documents that are approved by the Internet community as "Best Current Practices" from time to time; 10. The Member acknowledges and agrees that all of the terms and conditions of the APNIC Special Committee by-laws ("the by-laws") are incorporated herein by reference as though repeated in this Agreement. The Member further agrees to be bound by all of the terms of this Agreement and to abide by all of the provisions of the Memorandum and Articles of Association of the corporation ("the Charter") and the by-laws. In connection therewith, the Member acknowledges and agrees that the Charter and/or the by-laws may be amended from time to time, and the Member agrees to abide by the terms of any such amendments until the expiration of the applicable membership term. 11. The Member further acknowledges and agrees that membership in APNIC is a prepaid membership plan. Notwithstanding the provisions of Clause 23 below, all membership fees must be paid in advance and submitted along with the original signed version of this Agreement. Failure to pay APNIC membership fees will result in no services being offered and Membership rights will terminate thereupon. 12. With the exception of the one-time startup fee, membership fees are for the calendar year starting on the day payment is received and ending one year thence. 13. The Member elects the type of Membership against the type of membership indicated in the Schedule hereto. 14. The Member further acknowledges and agrees that the Membership Fees due in connection with membership may be changed or otherwise modified from time to time and from year to year. In the event the Member elects to continue membership in APNIC upon the expiration of the Initial Term (as defined hereinbelow), the Member shall be obligated to pay the membership fee then in effect for any Renewal Term (as defined hereinbelow). Notice of any such change will be given to all Members before implementation. 15. Nothing in this Agreement shall be construed to prohibit or restrain the entry by any Member into any separate contract or agreement with other Members or third parties on any terms. Liabilities and Indemnities 16. Save as provided in the Clause next following, no Member shall be liable to any other Member or to the corporation for any loss, damage, liability, claim or expense arising out of, or in relation to, this Agreement, however caused, whether grounded in contract, tort (including negligence) or strict liability. 17. Each Member shall indemnify and hold the other Members and the corporation harmless from and against any loss, damage, liability, claim or expense which results from a claim or claims arising from the performance of this Agreement asserted by unrelated third parties concerning an act or omission of such Member arising out of, or in relation to, the performance of this Agreement. Assignments 18. The Member may assign its rights, responsibilities and other obligations to another organization in the event of merger, sale or transfer of its ownership to such organization, provided that, the assignee is duly organized and licensed to conduct business and otherwise meets the conditions of membership provided in this Agreement. Severability of Terms 19. In the event any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Manner and Effect of Executing Agreement 20. This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but both of which together shall constitute one and the same instrument. Subject to Amendment 21. The Member acknowledges and agrees that the terms and conditions of this Agreement and the corporation's obligations herein are subject to change but that such changes will have no effect upon either the member or the corporation until the expiry of the Initial or Renewal Term as defined hereinafter then in effect. Commencement and Duration of Agreement 22. This Agreement becomes effective and shall be dated ("the Effective Date") on the last to occur of: (a) the date upon which it is executed by the corporation, and (b) the date upon which the Member's membership fee is received by the corporation. 23. The initial term of this Agreement shall commence on the Effective Date and end one year after the date in which it is executed ("Initial Term"). Unless the Member provides APNIC written notice no later than 45 days prior to the expiration of the Initial Term or a Renewal Term (as hereinafter defined) of the Member's intent not to renew membership, this Agreement shall automatically renew, on the same terms and conditions as set forth herein, for a one-year term ("Renewal Term") of each year following the year of execution (each one-year term being referred to as a "Renewal Term"). In the event the Member does not inform APNIC of a change thereto, the Member's membership status for each Renewal Term shall be the same as that of the previous year, and the Membership Fee owed to the corporation shall correspond to such membership status. The Membership Fee for each Renewal Term shall be due and paid in full no later than 60 days after the effective date of each Renewal Term ("Renewal Payment Date"). In the event that the Member's Renewal Term Membership Fee is not received by the corporation by the Renewal Payment Date, the Member's membership shall be terminated immediately. All rights and benefits associated with membership shall be terminated on the date that Member's membership is terminated. 24. Notwithstanding the provisions of the preceding Clause, a Member whose membership has been terminated for non-payment of Membership Fees may have its membership reinstated and such terminated Member may be returned to good standing only upon remitting full payment for the entire Renewal Term with the addition of the US$1,000 one-time startup fee to the corporation. Dispute Resolution 25. Any dispute arising between or among the Members, the corporation, or the officers of APNIC as to any matter arising under or out of or in connection with this Agreement or with respect to the Charter or the by-laws, and whether in contract or tort shall, unless the parties agree to refer to a single arbitrator, be referred to two arbitrators one to be chosen by each of the parties to the dispute, and the arbitrators shall before entering on the reference appoint an umpire. 26. If either party to the dispute ("the defaulting party") makes default in appointing an arbitrator either originally or by way of substitution (in the event that an appointed arbitrator shall dies, is incapable of acting or refuses to act) for 10 days after the other party has given him notice to appoint the same, such other party may appoint an arbitrator to act in place of the arbitrator of the defaulting party. Governing Law 27. The governing law of this Agreement and all agreements entered into between Members and the corporation shall be the law of the sovereign nation of the Seychelles. EXECUTED as an agreement on the date set out at the commencement of this Agreement. SIGNED for and on behalf ) of ____________________________________________________________ ) by its duly authorised representative ) ______________________________________________________________ Full Name (Signed) ______________________________________________________________ Full Name (Printed) ______________________________________________________________ Position ______________________________________________________________ Witness SIGNED for and on behalf ) of APNIC Ltd. ) by its duly authorised representative ) ______________________________________________________________ Full Name (Signed) ______________________________________________________________ Full Name (Printed) ______________________________________________________________ Position ______________________________________________________________ Witness SCHEDULE MEMBERSHIP TIERS, FEES AND DESCRIPTIONS TIER I - Large Registry Member: A. Annual Membership Fee - US$10,000 B. Description * Normal service of resource requests * Normal maintenance of registration information * Top priority listing in the APNIC Internet service provider Web page and service provider referrals made by APNIC. * Invitation to APNIC Member meetings * Member receives four (4) votes at APNIC Member meetings TIER II - Medium Registry Member: A. Annual Membership Fee - US$5,000 B. Description * Normal service of resource requests * Normal maintenance of registration information * Medium priority listing in the APNIC Internet service provider Web page and service provider referrals made by APNIC. * Invitation to APNIC Member meetings * Member receives two (2) votes at APNIC Member meetings TIER III - Small Registry Member: A. Annual Membership Fee - US$2,500 B. Description * Normal service of resource requests * Normal maintenance of registration information * Low priority listing in the APNIC Internet service provider Web page and service provider referrals made by APNIC. * Invitation to APNIC Member meetings * Member receives one (1) vote at APNIC Member meetings ~~~ END ~~ (MK\S260\APNIC-11.AGM)