All, Apologies for posting very late on this. Just to say that I agree with Jeff, Justine, Elaine and others and also agree that this does need to be sorted now given there is no guarantee that RA comments will be adopted. Cheers, CD Chris Disspain +44 7880 642456 
On 25 Sep 2025, at 17:38, Jeff Neuman via SubPro-IRT <subpro-irt@icann.org> wrote:
Lars,
The problem is that these are connected and if not solved in the Ts and Cs, then there is no guarantee that ICANN will accept our comments to the RA. The whole reason we needed to put this in the RA is because the language in the Ts and Cs are insufficient. So, we will need a commitment NOW if you want us to accept the Ts and Cs as they exist today. It all stems from your response to us that "One of the outstanding items concerns the potential consequences for applicants who may have violated theProgram’s Terms and Conditions, but whose non-compliance only surfaces after the execution of their Registry Agreement "
Therefore, if you add language to the Ts and Cs that states that Violations of the Ts and Cs may result in the termination of your Registry Agreement if such violations are discovered after you have executed a Registry Agreement for the string in your application (or something like that).
On 9/25/2025 11:49:37 AM, Lars Hoffmann via SubPro-IRT <subpro-irt@icann.org> wrote:
Thank you everyone for this input. As this is language that is captured in the RA, can I suggest that those who agree with Jeff’s proposal and/or the modifications/questions brought forward by Elaine and others to submit these as comments when the RA is issued for public comment next.
Very. Lars
From: "Pruis, Elaine via SubPro-IRT" <subpro-irt@icann.org> Reply to: "Pruis, Elaine" <epruis@verisign.com> Date: Thursday, 25 September 2025 at 07:31 To: Anne ICANN <anneicanngnso@gmail.com> Cc: "subpro-irt@icann.org" <subpro-irt@icann.org> Subject: [SubPro-IRT] Re: Non-Compliance of Terms and Conditions
Yes, and after delegation.
What is the objective? I thought it was to prevent application transfers during the application period (private resolution of contention).
How could the proposed language be enforceable retroactively?
If I don’t view and agree to the terms until 10/26 how am I supposed to know what they were in 10/25?
I just don’t think it’s practical or necessary to pin to AGB “issuance” (and when is that? At board adoption? How are we defining issuance? )
Elaine
On Sep 25, 2025, at 7:20 AM, Anne ICANN <anneicanngnso@gmail.com> wrote:
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I would go along with the view expressed by Elaine and Justine, but isn't it possible for a prospective applicant to make a deal to acquire a string or strings as an Option before any applications are submitted?
For example, Party A enters into an Option agreement with Party B to acquire one or more strings applied for by Party B at a price to be determined by Arbitrator but not to exceed X. In other words, Option agreements are possible even before the window opens, are they not?
Anne
Anne Aikman-Scalese
GNSO Councilor
NomCom Non-Voting 2022-2026
anneicanngnso@gmail.com <mailto:anneicanngnso@gmail.com>
On Thu, Sep 25, 2025 at 7:03 AM Justine Chew <justine.chew.icann@gmail.com <mailto:justine.chew.icann@gmail.com>> wrote:
Agree. It should be from the time of application submission up to execution of the RA and should include whatever is amended or revised by way of any ICANN acceptance (for non material changes) or approved application change request (for material changes).
Kind regards, Justine ---------
On Thu, 25 Sept 2025, 21:58 Pruis, Elaine via SubPro-IRT, <subpro-irt@icann.org <mailto:subpro-irt@icann.org>> wrote:
Why when the AGB is published and not when the applicant accepts the terms and conditions during the application process?
Elaine
From: Anne ICANN via SubPro-IRT <subpro-irt@icann.org <mailto:subpro-irt@icann.org>> Reply-To: Anne ICANN <anneicanngnso@gmail.com <mailto:anneicanngnso@gmail.com>> Date: Thursday, September 25, 2025 at 6:29 AM To: Jeff Neuman <jeff@jjnsolutions.com <mailto:jeff@jjnsolutions.com>> Cc: "subpro-irt@icann.org <mailto:subpro-irt@icann.org>" <subpro-irt@icann.org <mailto:subpro-irt@icann.org>> Subject: [EXTERNAL] [SubPro-IRT] Re: Non-Compliance of Terms and Conditions
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Hi all. I cannot attend today's meeting and will catch up on Zoom. However, I would suggest the following change:
The latest draft [secure-web.cisco.com] <https://urldefense.com/v3/__https:/secure-web.cisco.com/1bnN8RAbFOGt2SWfZ9l-...> notes in Section 1.3(a) that the Registry Operator represents and warrants that “all material information provided and statements made in the registry TLD application, and statements made in writing during the negotiation of this Agreement, were true and correct in all material respects as of the date of issuance of the AGB and extending through the time such statements were made […]”. The RA subsequently establishes that if such information was false or materially misleading, this would constitute a breach of warranty. Section 4.3 of the Registry Agreement sets out ICANN’s remedies in the event of such a breach, which expressly include the right to terminate the Registry Agreement, in addition to other contractual sanctions.
Anne
On Wed, Sep 24, 2025 at 3:37 PM Jeff Neuman via SubPro-IRT <subpro-irt@icann.org <mailto:subpro-irt@icann.org>> wrote:
Thanks Lars, but not completely. The TLD Application is submitted as of a date certain....lets say for argument sake July 31, 2026. There is no real negotiation of the Agreement, so lets say the Agreement is signed in July 2027. The warranty does not cover the period between July 2026 through July 2027 (when presumably the activity we are concerned about occurs).
Not to be your lawyer, but it should say something like the following:
"Registry Operator hereby represents and warrants that all material information provided, and all statements made, in its registry TLD application and throughout the application process, were true, correct, and not misleading in any material respect; and, except as expressly disclosed in writing to ICANN, Registry Operator has complied in all material respects with the terms and conditions of the Applicant Guidebook, including its incorporated requirements and obligations.”
On 9/24/2025 5:49:13 PM, Lars Hoffmann via SubPro-IRT <subpro-irt@icann.org <mailto:subpro-irt@icann.org>> wrote:
Dear IRT members,
One of the outstanding items concerns the potential consequences for applicants who may have violated theProgram’s Terms and Conditions, but whose non-compliance only surfaces after the execution of their Registry Agreement (see recording from 11 September [secure-web.cisco.com] <https://urldefense.com/v3/__https:/secure-web.cisco.com/1zh7EdFgVeOypy6THP6h...>). Those who spoke out agreed that ICANN should retain the ability to sanction registry operators in such circumstances, including the possibility of termination of the Registry Agreement.
The latest draft [secure-web.cisco.com] <https://urldefense.com/v3/__https:/secure-web.cisco.com/1bnN8RAbFOGt2SWfZ9l-...> notes in Section 1.3(a) that the Registry Operator represents and warrants that “all material information provided and statements made in the registry TLD application, and statements made in writing during the negotiation of this Agreement, were true and correct in all material respects at the time made […]”. The RA subsequently establishes that if such information was false or materially misleading, this would constitute a breach of warranty. Section 4.3 of the Registry Agreement sets out ICANN’s remedies in the event of such a breach, which expressly include the right to terminate the Registry Agreement, in addition to other contractual sanctions.
We believe this comprehensively addresses the concerns raised by the group.
Best. Lars
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