From info at arin.net Fri Aug 14 11:42:43 2015 From: info at arin.net (ARIN) Date: Fri, 14 Aug 2015 11:42:43 -0400 Subject: [ARIN-consult] Reminder: Consultation on Registration Services Agreement Message-ID: <55CE0C73.50204@arin.net> As recently announced, ARIN is seeking community input on a new version of the Registration Services Agreement that combines the existing Registration Services Agreement (RSA) and Legacy Registration Services Agreement (LRSA) into a single agreement ("RSA Version 12.0/LRSA Version 4.0"). To aid in the review and evaluation of the new draft Registration Services Agreement, ARIN is providing comparative (redlined) versions to the existing LRSA 3.0 and RSA 11.0. The redlined versions can be found here: LRSA Version 3.0 https://www.arin.net/resources/agreements/changes_lrsa3_to_rsa12.pdf RSA Version 11.0 https://www.arin.net/resources/agreements/changes_rsa11_to_rsa12.pdf The new RSA Version 12.0/LRSA Version 4.0 is available at the following URL: https://www.arin.net/resources/agreements/rsa_draft_ver12.pdf We strongly encourage you to review the current RSA and LRSA against the proposed version of this new agreement and to submit your constructive comments to arin-consult at arin.net. Discussion on arin-consult at arin.net will close on 30 August 2015. ARIN seeks clear direction through community input, so your feedback is important. If you have any questions, please contact us at info at arin.net. Regards, John Curran President and CEO American Registry for Internet Numbers From mike at iptrading.com Mon Aug 17 10:11:18 2015 From: mike at iptrading.com (Mike Burns) Date: Mon, 17 Aug 2015 10:11:18 -0400 Subject: [ARIN-consult] FW: [arin-announce] Reminder: Consultation on Registration ServicesAgreement - MORE In-Reply-To: <6C2F05C4-01C9-4E13-97F0-400E8783E2D2@arin.net> References: <55CE0C82.70500@arin.net> <004901d0d6dd$61ad7ae0$250870a0$@iptrading.com> <22FE16D5-EC58-487D-925F-BB1937318D44@arin.net> <6C2F05C4-01C9-4E13-97F0-400E8783E2D2@arin.net> Message-ID: <020f01d0d8f6$9616b790$c24426b0$@iptrading.com> Hello, Per my brief correspondence below, I think that the change of the RSA to have sections 7(b) and 7(c) continue to cover all resources instead of just Included Resources will give pause to any large holder who for any reason wants to sign an RSA on some of its space. The language is overly broad, IMO, and goes beyond the scope of an agreement over the registration of a particular and defined subset of all resources. Reasonable people can disagree over the property status of legacy space. If you want reasonable people to sign this RSA, take out these un-necessary extensions of the agreement. Do they serve some legal purpose in the context of Included Resources? Regards, Mike Burns From: John Curran [mailto:jcurran at arin.net] Sent: Friday, August 14, 2015 6:47 PM To: Mike Burns Subject: Re: [arin-announce] Reminder: Consultation on Registration ServicesAgreement - MORE ... I was saying that section 7 of the new RSA requires legacy holders to renounce not only property rights in the Included addresses, but all addresses now and in the future. Am I reading that right and is that what was intended? I thought the idea was to allow the address holders to sign an RSA to cover only part of their holdings. Mike - The existing language in both RSA and LRSA has terms which apply to number resources in general. The revised RSA/LRSA (as per redline) are somewhat of an improvement, in that they more tightly qualify 7(a) and 7(d) to refer specifically to "Included Number Resources?? If you believe that this should be done for 7(b) and 7(c), it would be best to make comments to that effect on the arin-consult mailing list. Thanks! /John -------------- next part -------------- An HTML attachment was scrubbed... URL: From jcurran at arin.net Mon Aug 17 10:29:33 2015 From: jcurran at arin.net (John Curran) Date: Mon, 17 Aug 2015 14:29:33 +0000 Subject: [ARIN-consult] [arin-announce] Reminder: Consultation on Registration ServicesAgreement - MORE In-Reply-To: <020f01d0d8f6$9616b790$c24426b0$@iptrading.com> References: <55CE0C82.70500@arin.net> <004901d0d6dd$61ad7ae0$250870a0$@iptrading.com> <22FE16D5-EC58-487D-925F-BB1937318D44@arin.net> <6C2F05C4-01C9-4E13-97F0-400E8783E2D2@arin.net> <020f01d0d8f6$9616b790$c24426b0$@iptrading.com> Message-ID: <6D069BC8-B0EB-4BA3-8606-F082EBE479AF@corp.arin.net> On Aug 17, 2015, at 10:11 AM, Mike Burns > wrote: Hello, Per my brief correspondence below, I think that the change of the RSA to have sections 7(b) and 7(c) continue to cover all resources instead of just Included Resources will give pause to any large holder who for any reason wants to sign an RSA on some of its space. Mike - To be clear, the language in 7(b) and 7(c) is existing language in the present RSA/LRSA agreements, i.e. there is not a change proposed by ARIN to add anything to these sections. Sections 7(a) and 7(d) have proposed changes (to make their scope more explicit to be simply ?Included Number Resources?) and, if I understand you correctly, you believe that a similar change should be done to 7(b)/7(c) The language is overly broad, IMO, and goes beyond the scope of an agreement over the registration of a particular and defined subset of all resources. Reasonable people can disagree over the property status of legacy space. If you want reasonable people to sign this RSA, take out these un-necessary extensions of the agreement. As noted, the proposed agreement includes changes to more specifically qualify two of the four statements in section 7 to apply to the particular resources (?Included number resources?) From your message, I would surmise that these changes to 7(a) and 7(d), in and of themselves, are not sufficient in your view to address the issue? Thanks! /John John Curran President and CEO ARIN -------------- next part -------------- An HTML attachment was scrubbed... URL: From mike at iptrading.com Mon Aug 17 10:53:23 2015 From: mike at iptrading.com (Mike Burns) Date: Mon, 17 Aug 2015 10:53:23 -0400 Subject: [ARIN-consult] [arin-announce] Reminder: Consultation on Registration ServicesAgreement - MORE In-Reply-To: <6D069BC8-B0EB-4BA3-8606-F082EBE479AF@corp.arin.net> References: <55CE0C82.70500@arin.net> <004901d0d6dd$61ad7ae0$250870a0$@iptrading.com> <22FE16D5-EC58-487D-925F-BB1937318D44@arin.net> <6C2F05C4-01C9-4E13-97F0-400E8783E2D2@arin.net> <020f01d0d8f6$9616b790$c24426b0$@iptrading.com> <6D069BC8-B0EB-4BA3-8606-F082EBE479AF@corp.arin.net> Message-ID: <023701d0d8fc$77654c70$662fe550$@iptrading.com> On Aug 17, 2015, at 10:11 AM, Mike Burns > wrote: Hello, Per my brief correspondence below, I think that the change of the RSA to have sections 7(b) and 7(c) continue to cover all resources instead of just Included Resources will give pause to any large holder who for any reason wants to sign an RSA on some of its space. Mike - To be clear, the language in 7(b) and 7(c) is existing language in the present RSA/LRSA agreements, i.e. there is not a change proposed by ARIN to add anything to these sections. Sections 7(a) and 7(d) have proposed changes (to make their scope more explicit to be simply ?Included Number Resources?) and, if I understand you correctly, you believe that a similar change should be done to 7(b)/7(c) The language is overly broad, IMO, and goes beyond the scope of an agreement over the registration of a particular and defined subset of all resources. Reasonable people can disagree over the property status of legacy space. If you want reasonable people to sign this RSA, take out these un-necessary extensions of the agreement. As noted, the proposed agreement includes changes to more specifically qualify two of the four statements in section 7 to apply to the particular resources (?Included number resources?) From your message, I would surmise that these changes to 7(a) and 7(d), in and of themselves, are not sufficient in your view to address the issue? Thanks! /John The result of the changes is a Trojan Horse for any legacy holder, IMO. The RSA comes in as if it were covering only specific access, and only upon deeper inspection does the signer realize he has given up all property rights, now and in the future, of all resources. I ask again, what is the legal purpose for the generality of those clauses (7b and 7c) in the context of an agreement covering a specific an defined set of number resources? And by context, I mean immediate literal context, where these clauses are bracketed by similar clauses which are not so general? Regards, Mike -------------- next part -------------- An HTML attachment was scrubbed... URL: From jcurran at arin.net Mon Aug 17 16:36:33 2015 From: jcurran at arin.net (John Curran) Date: Mon, 17 Aug 2015 20:36:33 +0000 Subject: [ARIN-consult] [arin-announce] Reminder: Consultation on Registration ServicesAgreement - MORE In-Reply-To: <023701d0d8fc$77654c70$662fe550$@iptrading.com> References: <55CE0C82.70500@arin.net> <004901d0d6dd$61ad7ae0$250870a0$@iptrading.com> <22FE16D5-EC58-487D-925F-BB1937318D44@arin.net> <6C2F05C4-01C9-4E13-97F0-400E8783E2D2@arin.net> <020f01d0d8f6$9616b790$c24426b0$@iptrading.com> <6D069BC8-B0EB-4BA3-8606-F082EBE479AF@corp.arin.net> <023701d0d8fc$77654c70$662fe550$@iptrading.com> Message-ID: <60E3B469-9E1F-4545-9A67-86949249E7EA@arin.net> On Aug 17, 2015, at 10:53 AM, Mike Burns > wrote: As noted, the proposed agreement includes changes to more specifically qualify two of the four statements in section 7 to apply to the particular resources (?Included number resources?) From your message, I would surmise that these changes to 7(a) and 7(d), in and of themselves, are not sufficient in your view to address the issue? ? The result of the changes is a Trojan Horse for any legacy holder, IMO. The RSA comes in as if it were covering only specific access, and only upon deeper inspection does the signer realize he has given up all property rights, now and in the future, of all resources. I ask again, what is the legal purpose for the generality of those clauses (7b and 7c) in the context of an agreement covering a specific an defined set of number resources? And by context, I mean immediate literal context, where these clauses are bracketed by similar clauses which are not so general? Mike - The language in section 7 reflects ARIN?s existing RSA and LRSA agreements; the purpose of the consultation is to gather feedback on a set of changes which have been suggested by the community in the past and which ARIN is considering moving forward with. If you support ARIN moving to the new agreements (or not), it would helpful to make your views known. If there are additional changes that you feel are necessary, please provide some suggested language for those changes. Thanks! /John John Curran President and CEO ARIN -------------- next part -------------- An HTML attachment was scrubbed... URL: From mike at iptrading.com Mon Aug 17 16:55:38 2015 From: mike at iptrading.com (Mike Burns) Date: Mon, 17 Aug 2015 16:55:38 -0400 Subject: [ARIN-consult] [arin-announce] Reminder: Consultation on Registration ServicesAgreement - MORE In-Reply-To: <60E3B469-9E1F-4545-9A67-86949249E7EA@arin.net> References: <55CE0C82.70500@arin.net> <004901d0d6dd$61ad7ae0$250870a0$@iptrading.com> <22FE16D5-EC58-487D-925F-BB1937318D44@arin.net> <6C2F05C4-01C9-4E13-97F0-400E8783E2D2@arin.net> <020f01d0d8f6$9616b790$c24426b0$@iptrading.com> <6D069BC8-B0EB-4BA3-8606-F082EBE479AF@corp.arin.net> <023701d0d8fc$77654c70$662fe550$@iptrading.com> <60E3B469-9E1F-4545-9A67-86949249E7EA@arin.net> Message-ID: <002f01d0d92f$1264f180$372ed480$@iptrading.com> Hi John, I suggest changing the language in the proposed RSA section 7. Delete sections (b) and (c) and rename section (d) as section (b). Change ?accordance with Policy? to ?accordance with the Policies? to match the language of other sections. Section 7 would then read: Holder acknowledges and agrees that: (a) the Included Number Resources are not property (real, personal, or intellectual) of Holder; and (b) Holder will transfer or receive Included Number Resources in accordance with the Policies. Regards, Mike From: John Curran [mailto:jcurran at arin.net] Sent: Monday, August 17, 2015 4:37 PM To: Mike Burns Cc: arin-consult at arin.net Subject: Re: [ARIN-consult] [arin-announce] Reminder: Consultation on Registration ServicesAgreement - MORE On Aug 17, 2015, at 10:53 AM, Mike Burns > wrote: As noted, the proposed agreement includes changes to more specifically qualify two of the four statements in section 7 to apply to the particular resources (?Included number resources?) From your message, I would surmise that these changes to 7(a) and 7(d), in and of themselves, are not sufficient in your view to address the issue? ? The result of the changes is a Trojan Horse for any legacy holder, IMO. The RSA comes in as if it were covering only specific access, and only upon deeper inspection does the signer realize he has given up all property rights, now and in the future, of all resources. I ask again, what is the legal purpose for the generality of those clauses (7b and 7c) in the context of an agreement covering a specific an defined set of number resources? And by context, I mean immediate literal context, where these clauses are bracketed by similar clauses which are not so general? Mike - The language in section 7 reflects ARIN?s existing RSA and LRSA agreements; the purpose of the consultation is to gather feedback on a set of changes which have been suggested by the community in the past and which ARIN is considering moving forward with. If you support ARIN moving to the new agreements (or not), it would helpful to make your views known. If there are additional changes that you feel are necessary, please provide some suggested language for those changes. Thanks! /John John Curran President and CEO ARIN -------------- next part -------------- An HTML attachment was scrubbed... URL: From owen at delong.com Mon Aug 17 16:59:29 2015 From: owen at delong.com (Owen DeLong) Date: Mon, 17 Aug 2015 13:59:29 -0700 Subject: [ARIN-consult] [arin-announce] Reminder: Consultation on Registration ServicesAgreement - MORE In-Reply-To: <002f01d0d92f$1264f180$372ed480$@iptrading.com> References: <55CE0C82.70500@arin.net> <004901d0d6dd$61ad7ae0$250870a0$@iptrading.com> <22FE16D5-EC58-487D-925F-BB1937318D44@arin.net> <6C2F05C4-01C9-4E13-97F0-400E8783E2D2@arin.net> <020f01d0d8f6$9616b790$c24426b0$@iptrading.com> <6D069BC8-B0EB-4BA3-8606-F082EBE479AF@corp.arin.net> <023701d0d8fc$77654c70$662fe550$@iptrading.com> <60E3B469-9E1F-4545-9A67-86949249E7EA@arin.net> <002f01d0d92f$1264f180$372ed480$@iptrading.com> Message-ID: I oppose Mike?s proposed modifications. I think it is perfectly reasonable to use the desire for further ARIN services as a point for making it clear that the existing resources are also part of that process. If you consider yourself reasonable and wish to disagree, then you are reasonably able to do without more resources from this community. Owen > On Aug 17, 2015, at 13:55 , Mike Burns wrote: > > Hi John, > > I suggest changing the language in the proposed RSA section 7. > Delete sections (b) and (c) and rename section (d) as section (b). > Change ?accordance with Policy? to ?accordance with the Policies? to match the language of other sections. > > Section 7 would then read: > > Holder acknowledges and agrees that: (a) the Included Number Resources are not property (real, personal, > or intellectual) of Holder; and (b) Holder will transfer or receive Included Number Resources in accordance with the Policies. > > Regards, > Mike > > > > > > > > From: John Curran [mailto:jcurran at arin.net] > Sent: Monday, August 17, 2015 4:37 PM > To: Mike Burns > Cc: arin-consult at arin.net > Subject: Re: [ARIN-consult] [arin-announce] Reminder: Consultation on Registration ServicesAgreement - MORE > > On Aug 17, 2015, at 10:53 AM, Mike Burns > wrote: >>> As noted, the proposed agreement includes changes to more specifically qualify two of >>> the four statements in section 7 to apply to the particular resources (?Included number >>> resources?) >>> >>> From your message, I would surmise that these changes to 7(a) and 7(d), in and of >>> themselves, are not sufficient in your view to address the issue? >>> ? >> >> The result of the changes is a Trojan Horse for any legacy holder, IMO. >> The RSA comes in as if it were covering only specific access, and only upon deeper inspection does the signer realize he has given up all property rights, now and in the future, of all resources. >> I ask again, what is the legal purpose for the generality of those clauses (7b and 7c) in the context of an agreement covering a specific an defined set of number resources? >> And by context, I mean immediate literal context, where these clauses are bracketed by similar clauses which are not so general? > > Mike - > > The language in section 7 reflects ARIN?s existing RSA and LRSA agreements; the purpose > of the consultation is to gather feedback on a set of changes which have been suggested by > the community in the past and which ARIN is considering moving forward with. > > If you support ARIN moving to the new agreements (or not), it would helpful to make your > views known. If there are additional changes that you feel are necessary, please provide > some suggested language for those changes. > > Thanks! > /John > > John Curran > President and CEO > ARIN > > > > _______________________________________________ > ARIN-Consult > You are receiving this message because you are subscribed to the ARIN Consult Mailing > List (ARIN-consult at arin.net). > Unsubscribe or manage your mailing list subscription at: > http://lists.arin.net/mailman/listinfo/arin-consult Please contact the ARIN Member Services > Help Desk at info at arin.net if you experience any issues. -------------- next part -------------- An HTML attachment was scrubbed... URL: From mike at iptrading.com Mon Aug 17 17:16:09 2015 From: mike at iptrading.com (Mike Burns) Date: Mon, 17 Aug 2015 17:16:09 -0400 Subject: [ARIN-consult] [arin-announce] Reminder: Consultation on Registration ServicesAgreement - MORE In-Reply-To: References: <55CE0C82.70500@arin.net> <004901d0d6dd$61ad7ae0$250870a0$@iptrading.com> <22FE16D5-EC58-487D-925F-BB1937318D44@arin.net> <6C2F05C4-01C9-4E13-97F0-400E8783E2D2@arin.net> <020f01d0d8f6$9616b790$c24426b0$@iptrading.com> <6D069BC8-B0EB-4BA3-8606-F082EBE479AF@corp.arin.net> <023701d0d8fc$77654c70$662fe550$@iptrading.com> <60E3B469-9E1F-4545-9A67-86949249E7EA@arin.net> <002f01d0d92f$1264f180$372ed480$@iptrading.com> Message-ID: <004601d0d931$f025ac10$d0710430$@iptrading.com> Hi Owen, Section 7 is not about future justifications or ?further ARIN services?. It is strictly about renouncing property rights and should refer to the rights to the Included Resources, which is what the agreement covers. Why must the holder sign away all property rights to all resources now and in the future? What does that have to do with further ARIN services? The rest of the document is very clear on the services issue. Regards, Mike From: Owen DeLong [mailto:owen at delong.com] Sent: Monday, August 17, 2015 4:59 PM To: Mike Burns Cc: John Curran ; arin-consult at arin.net Subject: Re: [ARIN-consult] [arin-announce] Reminder: Consultation on Registration ServicesAgreement - MORE I oppose Mike?s proposed modifications. I think it is perfectly reasonable to use the desire for further ARIN services as a point for making it clear that the existing resources are also part of that process. If you consider yourself reasonable and wish to disagree, then you are reasonably able to do without more resources from this community. Owen On Aug 17, 2015, at 13:55 , Mike Burns > wrote: Hi John, I suggest changing the language in the proposed RSA section 7. Delete sections (b) and (c) and rename section (d) as section (b). Change ?accordance with Policy? to ?accordance with the Policies? to match the language of other sections. Section 7 would then read: Holder acknowledges and agrees that: (a) the Included Number Resources are not property (real, personal, or intellectual) of Holder; and (b) Holder will transfer or receive Included Number Resources in accordance with the Policies. Regards, Mike From: John Curran [mailto:jcurran at arin.net] Sent: Monday, August 17, 2015 4:37 PM To: Mike Burns > Cc: arin-consult at arin.net Subject: Re: [ARIN-consult] [arin-announce] Reminder: Consultation on Registration ServicesAgreement - MORE On Aug 17, 2015, at 10:53 AM, Mike Burns < mike at iptrading.com> wrote: As noted, the proposed agreement includes changes to more specifically qualify two of the four statements in section 7 to apply to the particular resources (?Included number resources?) From your message, I would surmise that these changes to 7(a) and 7(d), in and of themselves, are not sufficient in your view to address the issue? ? The result of the changes is a Trojan Horse for any legacy holder, IMO. The RSA comes in as if it were covering only specific access, and only upon deeper inspection does the signer realize he has given up all property rights, now and in the future, of all resources. I ask again, what is the legal purpose for the generality of those clauses (7b and 7c) in the context of an agreement covering a specific an defined set of number resources? And by context, I mean immediate literal context, where these clauses are bracketed by similar clauses which are not so general? Mike - The language in section 7 reflects ARIN?s existing RSA and LRSA agreements; the purpose of the consultation is to gather feedback on a set of changes which have been suggested by the community in the past and which ARIN is considering moving forward with. If you support ARIN moving to the new agreements (or not), it would helpful to make your views known. If there are additional changes that you feel are necessary, please provide some suggested language for those changes. Thanks! /John John Curran President and CEO ARIN _______________________________________________ ARIN-Consult You are receiving this message because you are subscribed to the ARIN Consult Mailing List (ARIN-consult at arin.net ). Unsubscribe or manage your mailing list subscription at: http://lists.arin.net/mailman/listinfo/arin-consult Please contact the ARIN Member Services Help Desk at info at arin.net if you experience any issues. -------------- next part -------------- An HTML attachment was scrubbed... URL: From owen at delong.com Mon Aug 17 17:19:20 2015 From: owen at delong.com (Owen DeLong) Date: Mon, 17 Aug 2015 14:19:20 -0700 Subject: [ARIN-consult] [arin-announce] Reminder: Consultation on Registration ServicesAgreement - MORE In-Reply-To: <004601d0d931$f025ac10$d0710430$@iptrading.com> References: <55CE0C82.70500@arin.net> <004901d0d6dd$61ad7ae0$250870a0$@iptrading.com> <22FE16D5-EC58-487D-925F-BB1937318D44@arin.net> <6C2F05C4-01C9-4E13-97F0-400E8783E2D2@arin.net> <020f01d0d8f6$9616b790$c24426b0$@iptrading.com> <6D069BC8-B0EB-4BA3-8606-F082EBE479AF@corp.arin.net> <023701d0d8fc$77654c70$662fe550$@iptrading.com> <60E3B469-9E1F-4545-9A67-86949249E7EA@arin.net> <002f01d0d92f$1264f180$372ed480$@iptrading.com> <004601d0d931$f025ac10$d0710430$@iptrading.com> Message-ID: For the most part, the only time anyone signs ANY RSA is with they are getting additional resources. So, in essence, the entire RSA is to sme extent about further ARIN services. If you want more resources from this community, then you should agree that the resources managed under this community framework, then I think it is perfectly reasonable for the community to demand that you acknowledge the relationship not only for the resources you are about to receive, but for the resources you already happen to hold, regardless of how acquired, as well. Owen > On Aug 17, 2015, at 14:16 , Mike Burns wrote: > > Hi Owen, > > Section 7 is not about future justifications or ?further ARIN services?. > It is strictly about renouncing property rights and should refer to the rights to the Included Resources, which is what the agreement covers. > > Why must the holder sign away all property rights to all resources now and in the future? > What does that have to do with further ARIN services? > > The rest of the document is very clear on the services issue. > > Regards, > Mike > > > > > From: Owen DeLong [mailto:owen at delong.com] > Sent: Monday, August 17, 2015 4:59 PM > To: Mike Burns > Cc: John Curran ; arin-consult at arin.net > Subject: Re: [ARIN-consult] [arin-announce] Reminder: Consultation on Registration ServicesAgreement - MORE > > I oppose Mike?s proposed modifications. > > I think it is perfectly reasonable to use the desire for further ARIN services as a point for making it clear that > the existing resources are also part of that process. > > If you consider yourself reasonable and wish to disagree, then you are reasonably able to do without more > resources from this community. > > Owen > >> On Aug 17, 2015, at 13:55 , Mike Burns > wrote: >> >> Hi John, >> >> I suggest changing the language in the proposed RSA section 7. >> Delete sections (b) and (c) and rename section (d) as section (b). >> Change ?accordance with Policy? to ?accordance with the Policies? to match the language of other sections. >> >> Section 7 would then read: >> >> Holder acknowledges and agrees that: (a) the Included Number Resources are not property (real, personal, >> or intellectual) of Holder; and (b) Holder will transfer or receive Included Number Resources in accordance with the Policies. >> >> Regards, >> Mike >> >> >> >> >> >> >> >> From: John Curran [mailto:jcurran at arin.net ] >> Sent: Monday, August 17, 2015 4:37 PM >> To: Mike Burns > >> Cc: arin-consult at arin.net >> Subject: Re: [ARIN-consult] [arin-announce] Reminder: Consultation on Registration ServicesAgreement - MORE >> >> On Aug 17, 2015, at 10:53 AM, Mike Burns > wrote: >>>> As noted, the proposed agreement includes changes to more specifically qualify two of >>>> the four statements in section 7 to apply to the particular resources (?Included number >>>> resources?) >>>> >>>> From your message, I would surmise that these changes to 7(a) and 7(d), in and of >>>> themselves, are not sufficient in your view to address the issue? >>>> ? >>> >>> The result of the changes is a Trojan Horse for any legacy holder, IMO. >>> The RSA comes in as if it were covering only specific access, and only upon deeper inspection does the signer realize he has given up all property rights, now and in the future, of all resources. >>> I ask again, what is the legal purpose for the generality of those clauses (7b and 7c) in the context of an agreement covering a specific an defined set of number resources? >>> And by context, I mean immediate literal context, where these clauses are bracketed by similar clauses which are not so general? >> >> Mike - >> >> The language in section 7 reflects ARIN?s existing RSA and LRSA agreements; the purpose >> of the consultation is to gather feedback on a set of changes which have been suggested by >> the community in the past and which ARIN is considering moving forward with. >> >> If you support ARIN moving to the new agreements (or not), it would helpful to make your >> views known. If there are additional changes that you feel are necessary, please provide >> some suggested language for those changes. >> >> Thanks! >> /John >> >> John Curran >> President and CEO >> ARIN >> >> >> >> _______________________________________________ >> ARIN-Consult >> You are receiving this message because you are subscribed to the ARIN Consult Mailing >> List (ARIN-consult at arin.net ). >> Unsubscribe or manage your mailing list subscription at: >> http://lists.arin.net/mailman/listinfo/arin-consult Please contact the ARIN Member Services >> Help Desk at info at arin.net if you experience any issues. -------------- next part -------------- An HTML attachment was scrubbed... URL: From bill at herrin.us Mon Aug 17 17:23:54 2015 From: bill at herrin.us (William Herrin) Date: Mon, 17 Aug 2015 17:23:54 -0400 Subject: [ARIN-consult] [arin-announce] Reminder: Consultation on Registration ServicesAgreement - MORE In-Reply-To: References: <55CE0C82.70500@arin.net> <004901d0d6dd$61ad7ae0$250870a0$@iptrading.com> <22FE16D5-EC58-487D-925F-BB1937318D44@arin.net> <6C2F05C4-01C9-4E13-97F0-400E8783E2D2@arin.net> <020f01d0d8f6$9616b790$c24426b0$@iptrading.com> <6D069BC8-B0EB-4BA3-8606-F082EBE479AF@corp.arin.net> <023701d0d8fc$77654c70$662fe550$@iptrading.com> <60E3B469-9E1F-4545-9A67-86949249E7EA@arin.net> <002f01d0d92f$1264f180$372ed480$@iptrading.com> Message-ID: On Mon, Aug 17, 2015 at 4:59 PM, Owen DeLong wrote: > I oppose Mike?s proposed modifications. > > I think it is perfectly reasonable to use the desire for further ARIN > services as a point for making it clear that > the existing resources are also part of that process. Hi Owen, The current text is mute on the question and contracts don't generally apply to prior commitments. Since the RSA is a contract of adhesion (unless you happen to be a government), it will be construed against ARIN in any proceedings. This means it won't haphazardly apply to resources ARIN didn't issue under that specific RSA unless the address holder for some reason wants it to. If you want it to include resources which aren't part of the immediate set someone signs the contract for, ARIN will have to change the RSA to expressly include them. Personally, I'm with Mike. No good can come from antagonizing the legacy holders. Too many of them have good lawyers and if IPv6 lands as expected, the matter will be moot soon enough. Regards, Bill Herrin -- William Herrin ................ herrin at dirtside.com bill at herrin.us Owner, Dirtside Systems ......... Web: From jcurran at arin.net Mon Aug 17 17:45:41 2015 From: jcurran at arin.net (John Curran) Date: Mon, 17 Aug 2015 21:45:41 +0000 Subject: [ARIN-consult] [arin-announce] Reminder: Consultation on Registration ServicesAgreement - MORE In-Reply-To: References: <55CE0C82.70500@arin.net> <004901d0d6dd$61ad7ae0$250870a0$@iptrading.com> <22FE16D5-EC58-487D-925F-BB1937318D44@arin.net> <6C2F05C4-01C9-4E13-97F0-400E8783E2D2@arin.net> <020f01d0d8f6$9616b790$c24426b0$@iptrading.com> <6D069BC8-B0EB-4BA3-8606-F082EBE479AF@corp.arin.net> <023701d0d8fc$77654c70$662fe550$@iptrading.com> <60E3B469-9E1F-4545-9A67-86949249E7EA@arin.net> <002f01d0d92f$1264f180$372ed480$@iptrading.com> <004601d0d931$f025ac10$d0710430$@iptrading.com> Message-ID: On Aug 17, 2015, at 5:19 PM, Owen DeLong wrote: > > For the most part, the only time anyone signs ANY RSA is with they are getting additional resources. To be clear, all parties receiving resources (whether from the ARIN free pool or via transfer) are RSA signatories. > So, in essence, the entire RSA is to sme extent about further ARIN services. > > If you want more resources from this community, then you should agree that the resources managed under this community > framework, then I think it is perfectly reasonable for the community to demand that you acknowledge the relationship not > only for the resources you are about to receive, but for the resources you already happen to hold, regardless of how acquired, > as well. For example, that means that presently a party seeking IPv6 resources from ARIN must agree to representations with regard to all number resources, including those which they obtained prior to ARIN?s formation. The Board has made plain that providing basic registry services for legacy resource holders (despite the lack of such agreements) is within the community?s overall interest - there is obviously a similar tradeoff to be considered with respect to seeking acknowledgement of principles for all number resources from those requesting IPv6 resources versus making IPv6 number resources more widely available. (i.e. an excellent topic for community discussion) /John John Curran President and CEO ARIN From owen at delong.com Mon Aug 17 18:02:42 2015 From: owen at delong.com (Owen DeLong) Date: Mon, 17 Aug 2015 15:02:42 -0700 Subject: [ARIN-consult] [arin-announce] Reminder: Consultation on Registration ServicesAgreement - MORE In-Reply-To: References: <55CE0C82.70500@arin.net> <004901d0d6dd$61ad7ae0$250870a0$@iptrading.com> <22FE16D5-EC58-487D-925F-BB1937318D44@arin.net> <6C2F05C4-01C9-4E13-97F0-400E8783E2D2@arin.net> <020f01d0d8f6$9616b790$c24426b0$@iptrading.com> <6D069BC8-B0EB-4BA3-8606-F082EBE479AF@corp.arin.net> <023701d0d8fc$77654c70$662fe550$@iptrading.com> <60E3B469-9E1F-4545-9A67-86949249E7EA@arin.net> <002f01d0d92f$1264f180$372ed480$@iptrading.com> <004601d0d931$f025ac10$d0710430$@iptrading.com> Message-ID: > On Aug 17, 2015, at 14:45 , John Curran wrote: > > On Aug 17, 2015, at 5:19 PM, Owen DeLong wrote: >> >> For the most part, the only time anyone signs ANY RSA is with they are getting additional resources. > > To be clear, all parties receiving resources (whether from the ARIN free pool > or via transfer) are RSA signatories. Sure, but sometimes there are signatories that are not receiving additional resources (though I doubt this is likely to have occurred since the current fee structure was put in place). >> So, in essence, the entire RSA is to sme extent about further ARIN services. >> >> If you want more resources from this community, then you should agree that the resources managed under this community >> framework, then I think it is perfectly reasonable for the community to demand that you acknowledge the relationship not >> only for the resources you are about to receive, but for the resources you already happen to hold, regardless of how acquired, >> as well. > > For example, that means that presently a party seeking IPv6 resources from ARIN must > agree to representations with regard to all number resources, including those which they > obtained prior to ARIN?s formation. The Board has made plain that providing basic registry > services for legacy resource holders (despite the lack of such agreements) is within the > community?s overall interest - there is obviously a similar tradeoff to be considered with > respect to seeking acknowledgement of principles for all number resources from those > requesting IPv6 resources versus making IPv6 number resources more widely available. > > (i.e. an excellent topic for community discussion) Sure? IMHO, the tradeoff in this case should flow more towards requiring an acknowledgement that all resources are subject to policy whether issued by ARIN or by one of its predecessors. Clearly Mike and Bill disagree with me. Likely my employer disagrees with me as well, though we have not yet discussed the matter. I don?t expect my position to be in the majority, but it is my position. Owen From mike at iptrading.com Mon Aug 17 18:41:31 2015 From: mike at iptrading.com (Mike Burns) Date: Mon, 17 Aug 2015 18:41:31 -0400 Subject: [ARIN-consult] [arin-announce] Reminder: Consultation onRegistration ServicesAgreement - MORE References: <55CE0C82.70500@arin.net> <004901d0d6dd$61ad7ae0$250870a0$@iptrading.com> <22FE16D5-EC58-487D-925F-BB1937318D44@arin.net> <6C2F05C4-01C9-4E13-97F0-400E8783E2D2@arin.net> <020f01d0d8f6$9616b790$c24426b0$@iptrading.com> <6D069BC8-B0EB-4BA3-8606-F082EBE479AF@corp.arin.net> <023701d0d8fc$77654c70$662fe550$@iptrading.com> <60E3B469-9E1F-4545-9A67-86949249E7EA@arin.net> <002f01d0d92f$1264f180$372ed480$@iptrading.com> <004601d0d931$f025ac10$d0710430$@iptrading.com> Message-ID: <94FA416BB6704CE8AE62B41DB0D11278@ncsscfoipoxes4> HI Owen, Suppose I am a large company with legacy holdings and I want to buy a smaller company that has ip address holdings. In order for me to do an 8.2 transfer under policy, I would be required to sign an RSA. I would expect that RSA to cover only the transferred addresses and not subject the large company to a decision whether their legacy holdings are now voluntarily deemed devoid of any future property rights claim. Note this is a separate issue from justification, ARIN can still require efficient use of all holdings without requiring a revocation of property rights. Again the question is do we want to drive transfers underground through legally worthless RSA verbiage? Regards, Mike > > From owen at delong.com Mon Aug 17 19:32:56 2015 From: owen at delong.com (Owen DeLong) Date: Mon, 17 Aug 2015 16:32:56 -0700 Subject: [ARIN-consult] [arin-announce] Reminder: Consultation onRegistration ServicesAgreement - MORE In-Reply-To: <94FA416BB6704CE8AE62B41DB0D11278@ncsscfoipoxes4> References: <55CE0C82.70500@arin.net> <004901d0d6dd$61ad7ae0$250870a0$@iptrading.com> <22FE16D5-EC58-487D-925F-BB1937318D44@arin.net> <6C2F05C4-01C9-4E13-97F0-400E8783E2D2@arin.net> <020f01d0d8f6$9616b790$c24426b0$@iptrading.com> <6D069BC8-B0EB-4BA3-8606-F082EBE479AF@corp.arin.net> <023701d0d8fc$77654c70$662fe550$@iptrading.com> <60E3B469-9E1F-4545-9A67-86949249E7EA@arin.net> <002f01d0d92f$1264f180$372ed480$@iptrading.com> <004601d0d931$f025ac10$d0710430$@iptrading.com> <94FA416BB6704CE8AE62B41DB0D11278@ncsscfoipoxes4> Message-ID: <0559C9B8-2CF2-45A7-AF64-E82DB463A878@delong.com> > On Aug 17, 2015, at 15:41 , Mike Burns wrote: > > HI Owen, > > Suppose I am a large company with legacy holdings and I want to buy a smaller company that has ip address holdings. > In order for me to do an 8.2 transfer under policy, I would be required to sign an RSA. > I would expect that RSA to cover only the transferred addresses and not subject the large company to a decision whether their legacy holdings are now voluntarily deemed devoid of any future property rights claim. You can expect whatever you want. IMHO, the community should expect you to recognize that all of the addresses you hold are, in fact, already devoid of any property rights claim and seeking to make sure everyone is clear on that fact is perfectly reasonable. > Note this is a separate issue from justification, ARIN can still require efficient use of all holdings without requiring a revocation of property rights. Yes? My argument here has nothing to do with justification or needs basis. > Again the question is do we want to drive transfers underground through legally worthless RSA verbiage? I?m disinclined to believe the underground boogeyman argument here any more than I believed it in the other places you have made it. Owen From mike at iptrading.com Mon Aug 17 20:13:16 2015 From: mike at iptrading.com (Mike Burns) Date: Mon, 17 Aug 2015 20:13:16 -0400 Subject: [ARIN-consult] [arin-announce] Reminder: Consultation onRegistration ServicesAgreement - MORE References: <55CE0C82.70500@arin.net> <004901d0d6dd$61ad7ae0$250870a0$@iptrading.com> <22FE16D5-EC58-487D-925F-BB1937318D44@arin.net> <6C2F05C4-01C9-4E13-97F0-400E8783E2D2@arin.net> <020f01d0d8f6$9616b790$c24426b0$@iptrading.com> <6D069BC8-B0EB-4BA3-8606-F082EBE479AF@corp.arin.net> <023701d0d8fc$77654c70$662fe550$@iptrading.com> <60E3B469-9E1F-4545-9A67-86949249E7EA@arin.net> <002f01d0d92f$1264f180$372ed480$@iptrading.com> <004601d0d931$f025ac10$d0710430$@iptrading.com> <94FA416BB6704CE8AE62B41DB0D11278@ncsscfoipoxes4> <0559C9B8-2CF2-45A7-AF64-E82DB463A878@delong.com> Message-ID: I?m disinclined to believe the underground boogeyman argument here any more than I believed it in the other places you have made it. Owen There are more things in heaven and earth, Owen, Than are dreamt of in your philosophy. I can guarantee you that shell corporations are being bought and sold for their IPv4 assets without notice to ARIN. Facts are hard to come by, what with non-disclosure terms being the norm. However we do have access to a very few public transactions like the famous Nortel sale of a bunch of blocks, none of which referenced Nortel in Whois. Real, not boogeyman. Because the relevant 8.2 transfers did not happen (ex post facto, they did). The same thing happens today. We tell clients in these cases where they acquire shell corporations that they are free to apply for an 8.2 transfer if they wish to see the addresses registered in their name. If they don't want to undergo the process, they have the option of simply relying on their legal documentation of company ownership to verify their ownership rights, and leave the block in the acquired company's name at ARIN. This proposed version of the RSA would directly affect holders who were acquiring addresses in this way who also held other blocks. What do you think their option will be when you put another obstacle in the way of those might consider bringing some blocks under RSA? It's the opposite of your stated goal of less of the "blight" of non-RSA space. It's not unusual now to see companies who have done prior transfers and who own a mix of RSA and non-RSA space. I agree the impact will be marginal, but we are really still in the first moments of the nascent ARIN market, and I think we all expect more transfers in the future. So marginal, yes, but to what end do we require this expansive renunciation of property rights? Do we believe that this decision will not be rendered by a court, but instead by language in the often changing and legally frail RSA? Marginal, so whatever, my two cents. Regards, Mike From jcurran at arin.net Mon Aug 17 20:51:20 2015 From: jcurran at arin.net (John Curran) Date: Tue, 18 Aug 2015 00:51:20 +0000 Subject: [ARIN-consult] [arin-announce] Reminder: Consultation onRegistration ServicesAgreement - MORE In-Reply-To: References: <55CE0C82.70500@arin.net> <004901d0d6dd$61ad7ae0$250870a0$@iptrading.com> <22FE16D5-EC58-487D-925F-BB1937318D44@arin.net> <6C2F05C4-01C9-4E13-97F0-400E8783E2D2@arin.net> <020f01d0d8f6$9616b790$c24426b0$@iptrading.com> <6D069BC8-B0EB-4BA3-8606-F082EBE479AF@corp.arin.net> <023701d0d8fc$77654c70$662fe550$@iptrading.com> <60E3B469-9E1F-4545-9A67-86949249E7EA@arin.net> <002f01d0d92f$1264f180$372ed480$@iptrading.com> <004601d0d931$f025ac10$d0710430$@iptrading.com> <94FA416BB6704CE8AE62B41DB0D11278@ncsscfoipoxes4> <0559C9B8-2CF2-45A7-AF64-E82DB463A878@delong.com> Message-ID: <815DBE00-B397-4D03-9292-3448C972C0EE@arin.net> On Aug 17, 2015, at 8:13 PM, Mike Burns > wrote: ... However we do have access to a very few public transactions like the famous Nortel sale of a bunch of blocks, none of which referenced Nortel in Whois. Real, not boogeyman. Because the relevant 8.2 transfers did not happen (ex post facto, they did). Mike - Your Nortel reference is incorrect, as it is _very_ clear in the case of a bankruptcy that nothing is transferred until the court approves the order; in the Nortel case, the court approved a revised sale order only after ARIN reviewed the facts and concurred. You made a similar errant assertion on the ppml mailing list on 3 June 2015, and I noted at that time your recollection was off - I do believe there is real potential of exactly what you assert is happening, i.e. there are likely 'shell corporations are being bought and sold for their IPv4 assets without notice to ARIN? - it is just your particular cite is almost the opposite case (where ARIN is formally notified prior to approval and gets quite involved in the review and approval as a result) The same thing happens today. We tell clients in these cases where they acquire shell corporations that they are free to apply for an 8.2 transfer if they wish to see the addresses registered in their name. If they don't want to undergo the process, they have the option of simply relying on their legal documentation of company ownership to verify their ownership rights, and leave the block in the acquired company's name at ARIN. This proposed version of the RSA would directly affect holders who were acquiring addresses in this way who also held other blocks. What do you think their option will be when you put another obstacle in the way of those might consider bringing some blocks under RSA? To be clear, the _present_ RSA and LRSA have the language which you object to, and the proposed versions change some (but not all) of the general references to ?number resources? to ?included number resources.?? i.e. this is an existing situation which is the proposed RSA fails to address, not a new condition which would be caused by the proposed RSA. Thanks, /John John Curran President and CEO ARIN -------------- next part -------------- An HTML attachment was scrubbed... URL: From mike at iptrading.com Tue Aug 18 07:54:38 2015 From: mike at iptrading.com (Mike Burns) Date: Tue, 18 Aug 2015 07:54:38 -0400 Subject: [ARIN-consult] [arin-announce] Reminder: Consultation onRegistration ServicesAgreement - MORE References: <55CE0C82.70500@arin.net> <004901d0d6dd$61ad7ae0$250870a0$@iptrading.com> <22FE16D5-EC58-487D-925F-BB1937318D44@arin.net> <6C2F05C4-01C9-4E13-97F0-400E8783E2D2@arin.net> <020f01d0d8f6$9616b790$c24426b0$@iptrading.com> <6D069BC8-B0EB-4BA3-8606-F082EBE479AF@corp.arin.net> <023701d0d8fc$77654c70$662fe550$@iptrading.com> <60E3B469-9E1F-4545-9A67-86949249E7EA@arin.net> <002f01d0d92f$1264f180$372ed480$@iptrading.com> <004601d0d931$f025ac10$d0710430$@iptrading.com> <94FA416BB6704CE8AE62B41DB0D11278@ncsscfoipoxes4> <0559C9B8-2CF2-45A7-AF64-E82DB463A878@delong.com> <815DBE00-B397-4D03-9292-3448C972C0EE@arin.net> Message-ID: <367DCB1314DA4BD59FC80ABBD4D6A086@ncsscfoipoxes4> Hi John, You are either wrong, or not understanding what I wrote earlier and what I wrote in this thread to Owen. When Nortel put those blocks up for sale, none of them had ever been registered to Nortel in Whois. Therefore there were the same kind of inaccurate Whois registrations then as we have now will shell corporate transfers, as a result of Nortel never coming to ARIN to do an 8.2 transfer when they acquired those companies years before. After the judge approved the sale and during the 30 day period before it was finalized, ARIN must have processed ex-post facto 8.2 transfers to bring those netblocks under Nortel's name, where they were then processed in an 8.3 transfer to Microsoft. Under policy, cough. You know we have limited data that we can legally and ethically point to to demonstrate the "boogeyman" that Owen claims is not real. I will keep making the assertion that the Nortel blocks were not registered to Nortel in the many years between their acquisitions of the companies to whom these blocks were registered, and the late 2010 auction, which which I was involved. I still have the documentation going along with the original auction, do you want to see these to confirm what I say? You keep saying I am making false statements, tell me again what I wrote, at any time, was not accurate. The Nortel blocks were not registered to Nortel when they went up for sale. Period. Regards, Mike ----- Original Message ----- From: John Curran To: Mike Burns Cc: Owen DeLong ; arin-consult at arin.net Sent: Monday, August 17, 2015 8:51 PM Subject: Re: [ARIN-consult] [arin-announce] Reminder: Consultation onRegistration ServicesAgreement - MORE On Aug 17, 2015, at 8:13 PM, Mike Burns wrote: ... However we do have access to a very few public transactions like the famous Nortel sale of a bunch of blocks, none of which referenced Nortel in Whois. Real, not boogeyman. Because the relevant 8.2 transfers did not happen (ex post facto, they did). Mike - Your Nortel reference is incorrect, as it is _very_ clear in the case of a bankruptcy that nothing is transferred until the court approves the order; in the Nortel case, the court approved a revised sale order only after ARIN reviewed the facts and concurred. You made a similar errant assertion on the ppml mailing list on 3 June 2015, and I noted at that time your recollection was off - I do believe there is real potential of exactly what you assert is happening, i.e. there are likely 'shell corporations are being bought and sold for their IPv4 assets without notice to ARIN? - it is just your particular cite is almost the opposite case (where ARIN is formally notified prior to approval and gets quite involved in the review and approval as a result) The same thing happens today. We tell clients in these cases where they acquire shell corporations that they are free to apply for an 8.2 transfer if they wish to see the addresses registered in their name. If they don't want to undergo the process, they have the option of simply relying on their legal documentation of company ownership to verify their ownership rights, and leave the block in the acquired company's name at ARIN. This proposed version of the RSA would directly affect holders who were acquiring addresses in this way who also held other blocks. What do you think their option will be when you put another obstacle in the way of those might consider bringing some blocks under RSA? To be clear, the _present_ RSA and LRSA have the language which you object to, and the proposed versions change some (but not all) of the general references to ?number resources? to ?included number resources.?? i.e. this is an existing situation which is the proposed RSA fails to address, not a new condition which would be caused by the proposed RSA. Thanks, /John John Curran President and CEO ARIN -------------- next part -------------- An HTML attachment was scrubbed... URL: From jcurran at arin.net Tue Aug 18 08:48:10 2015 From: jcurran at arin.net (John Curran) Date: Tue, 18 Aug 2015 12:48:10 +0000 Subject: [ARIN-consult] [arin-announce] Reminder: Consultation onRegistration ServicesAgreement - MORE In-Reply-To: <367DCB1314DA4BD59FC80ABBD4D6A086@ncsscfoipoxes4> References: <55CE0C82.70500@arin.net> <004901d0d6dd$61ad7ae0$250870a0$@iptrading.com> <22FE16D5-EC58-487D-925F-BB1937318D44@arin.net> <6C2F05C4-01C9-4E13-97F0-400E8783E2D2@arin.net> <020f01d0d8f6$9616b790$c24426b0$@iptrading.com> <6D069BC8-B0EB-4BA3-8606-F082EBE479AF@corp.arin.net> <023701d0d8fc$77654c70$662fe550$@iptrading.com> <60E3B469-9E1F-4545-9A67-86949249E7EA@arin.net> <002f01d0d92f$1264f180$372ed480$@iptrading.com> <004601d0d931$f025ac10$d0710430$@iptrading.com> <94FA416BB6704CE8AE62B41DB0D11278@ncsscfoipoxes4> <0559C9B8-2CF2-45A7-AF64-E82DB463A878@delong.com> <815DBE00-B397-4D03-9292-3448C972C0EE@arin.net> <367DCB1314DA4BD59FC80ABBD4D6A086@ncsscfoipoxes4> Message-ID: <7C86A34E-3347-40B6-81A1-F6F481C73F24@arin.net> On Aug 18, 2015, at 7:54 AM, Mike Burns > wrote: Hi John, You are either wrong, or not understanding what I wrote earlier and what I wrote in this thread to Owen. When Nortel put those blocks up for sale, none of them had ever been registered to Nortel in Whois. Therefore there were the same kind of inaccurate Whois registrations then as we have now will shell corporate transfers, as a result of Nortel never coming to ARIN to do an 8.2 transfer when they acquired those companies years before. After the judge approved the sale and during the 30 day period before it was finalized, ARIN must have processed ex-post facto 8.2 transfers to bring those netblocks under Nortel's name, where they were then processed in an 8.3 transfer to Microsoft. Under policy, cough. Mike - They were not ?ex-post facto? 8.2 transfers, as no transfer to any other party had yet occurred. If you believe that the court approved the sale after the auction, please cite a copy of the court order which states such. There _was_ a proposed sale document and draft court order, which ARIN received and then intervened, but that order was not approved by the court. The court did ultimately approve a sale document and order, but those documents were both the result of discussions between ARIN, Microsoft, and Nortel, as noted in NNI Docket, document #5280 - ?10. Second, the revisions reflected in the Amended Sale Agreement and Revised Order were the result of negotiations between Microsoft, ARIN and NNI and, accordingly, ARIN?s counsel has informed NNI that it does not oppose entry of the Revised Order. ? I will keep making the assertion that the Nortel blocks were not registered to Nortel in the many years between their acquisitions of the companies to whom these blocks were registered, and the late 2010 auction, which which I was involved. I still have the documentation going along with the original auction, do you want to see these to confirm what I say? The fact that they were not updated until the actual third-party transfer is not contested, and in fact, is quite common even today in 8.3 and 8.4 transfers. The point is that an M&A transfers and the application of 8.2 policy occurs as part of the overall process, and prior to the completion of the transfer of rights to a third-party via an 8.3 transfer. You keep saying I am making false statements, tell me again what I wrote, at any time, was not accurate. See above - the characterization of ?ex-post facto? would only be applicable if the transfer to a third-party occurred prior to ARIN?s approval; note that the auction result specifically is not a sale, but results in a transaction which is then brought to the court for approval. The Nortel blocks were not registered to Nortel when they went up for sale. Period. Correct. However, your statement to the effect that the the relevant 8.2 transfers did not happen "except ex-post facto" was inorrect, since the court did not approve the sale as it was proposed. The 8.3 transfer did not occur until ARIN finished the review, and a set of updated documents were submitted and approved by the court as noted above. Thanks! /John John Curran President and CEO ARIN -------------- next part -------------- An HTML attachment was scrubbed... URL: From bill at herrin.us Tue Aug 18 13:21:21 2015 From: bill at herrin.us (William Herrin) Date: Tue, 18 Aug 2015 13:21:21 -0400 Subject: [ARIN-consult] [arin-announce] Reminder: Consultation onRegistration ServicesAgreement - MORE In-Reply-To: <367DCB1314DA4BD59FC80ABBD4D6A086@ncsscfoipoxes4> References: <55CE0C82.70500@arin.net> <004901d0d6dd$61ad7ae0$250870a0$@iptrading.com> <22FE16D5-EC58-487D-925F-BB1937318D44@arin.net> <6C2F05C4-01C9-4E13-97F0-400E8783E2D2@arin.net> <020f01d0d8f6$9616b790$c24426b0$@iptrading.com> <6D069BC8-B0EB-4BA3-8606-F082EBE479AF@corp.arin.net> <023701d0d8fc$77654c70$662fe550$@iptrading.com> <60E3B469-9E1F-4545-9A67-86949249E7EA@arin.net> <002f01d0d92f$1264f180$372ed480$@iptrading.com> <004601d0d931$f025ac10$d0710430$@iptrading.com> <94FA416BB6704CE8AE62B41DB0D11278@ncsscfoipoxes4> <0559C9B8-2CF2-45A7-AF64-E82DB463A878@delong.com> <815DBE00-B397-4D03-9292-3448C972C0EE@arin.net> <367DCB1314DA4BD59FC80ABBD4D6A086@ncsscfoipoxes4> Message-ID: On Tue, Aug 18, 2015 at 7:54 AM, Mike Burns wrote: > You are either wrong, or not understanding what I wrote earlier and what I > wrote in this thread to Owen. Hi Mike, You're wasting your breath. Even if John agreed with you, he's constrained as President and CEO of ARIN to publicly stick to the legal position worked out with ARIN counsel. More goes in to that than just what can survive first contact with a court. Indeed, the best legal defense is to pick statements that discourage anyone from challenging you in court in the first place. Anyway, this has wandered from the topic. The proposed RSA expressly limits itself to the "included" number resources in more sections than the original. You and I think it should be more uniform about expressly limiting itself. Owen thinks it should expansively cover all resources (which I think would require changes to make it expressly say so), though he concedes his employer probably agrees with you and me. Does anyone else have an opinion? Regards, Bill Herrin -- William Herrin ................ herrin at dirtside.com bill at herrin.us Owner, Dirtside Systems ......... Web: From bjones at vt.edu Mon Aug 24 21:57:11 2015 From: bjones at vt.edu (Brian Jones) Date: Mon, 24 Aug 2015 21:57:11 -0400 Subject: [ARIN-consult] Consultation on Registration Services Agreement Message-ID: My organization last signed RSA agreement was version 10.0 in 2009. I am curious to know what happens as versions of the RSA changes over time while organizations signed agreements become out of date. Are we held responsible for the latest RSA version that is approved or the latest version the organization has signed? Section d.) of the introduction makes it sound as though everyone who has signed an agreement with ARIN at any point in time will be subject to any policy changes or obsoletes. I do not recall our organization receiving notice of changes to our RSA (version 10) to get to version 11 or I would have more involved in this discussion then. Assuming an organization complies with changes in policy that they may not even be aware of seems to create a backdoor for policy changes made in a vacuum. It also could apply undue liability to the unknowing party. In my initial review of our version 10, and the provided links to version 11 an 12, I find much of the version 12 wording more appealing than some of our version 10 agreement. I will have more comments after I have time for a more thorough review. There are several changes from version 10 to version 11 and I want to understand the removal of some of the "may's" leaving only the implicit "must" in their place. -- Brian -------------- next part -------------- An HTML attachment was scrubbed... URL: From jcurran at arin.net Wed Aug 26 09:23:49 2015 From: jcurran at arin.net (John Curran) Date: Wed, 26 Aug 2015 13:23:49 +0000 Subject: [ARIN-consult] Consultation on Registration Services Agreement In-Reply-To: References: Message-ID: <4AFD0712-CECE-4079-9181-47D6635DE093@corp.arin.net> On Aug 24, 2015, at 9:57 PM, Brian Jones > wrote: My organization last signed RSA agreement was version 10.0 in 2009. I am curious to know what happens as versions of the RSA changes over time while organizations signed agreements become out of date. Are we held responsible for the latest RSA version that is approved or the latest version the organization has signed? Brian - The organization is bound by latest version that the organization has signed. In the general provisions of the RSAs (usually section 14), you?ll find language similar to the following - "(l) Subsequent Version(s). If any subsequent version(s) of the Registration Services Agreement is authorized by ARIN, the parties may choose to substitute a signed copy of the then- existing subsequent version, with all its terms, instead of this Agreement, and the Included Number Resources and other Services will then be governed by the subsequent version. The consideration for such change is the original agreement and the agreement to abide by the revised terms. There is no requirement for a Holder who has signed this Agreement to engage in any subsequent version.? i.e. parties that wish to move to the latest version may do so (but are not required to do so) Section d.) of the introduction makes it sound as though everyone who has signed an agreement with ARIN at any point in time will be subject to any policy changes or obsoletes. I do not recall our organization receiving notice of changes to our RSA (version 10) to get to version 11 or I would have more involved in this discussion then. Assuming an organization complies with changes in policy that they may not even be aware of seems to create a backdoor for policy changes made in a vacuum. It also could apply undue liability to the unknowing party. That is correct. I would recommend that your organization pay attention to policy changes that are proposed by the community, as they can affect your existing Internet number resources. The ARIN Public Policy Mailing List (http://lists.arin.net/mailman/listinfo/arin-ppml) is where such changes are discussed. In my initial review of our version 10, and the provided links to version 11 an 12, I find much of the version 12 wording more appealing than some of our version 10 agreement. I will have more comments after I have time for a more thorough review. There are several changes from version 10 to version 11 and I want to understand the removal of some of the "may's" leaving only the implicit "must" in their place. Understood - we?ve tried to accommodate suggestions received to date from the community, but are open to any additional suggestions for changes on this proposed new version. Thanks! /John John Curran President and CEO ARIN -------------- next part -------------- An HTML attachment was scrubbed... URL: From MLindsey at avenue4llc.com Sun Aug 30 21:56:25 2015 From: MLindsey at avenue4llc.com (Marc Lindsey) Date: Mon, 31 Aug 2015 01:56:25 +0000 Subject: [ARIN-consult] Draft RSA Version 12 and LRSA Version 4 Message-ID: The new RSA includes many positive changes. ARIN staff has improved the RSA considerably with this new draft. Restricting the application of the RSA (mostly) to the specific "Included Number Resources" is very helpful. Generally, collapsing the RSA and LRSA is directionally positive -- though several clauses in this new RSA (as discussed below) give rise to divergent concerns for legacy holders without existing contracts, and organizations that purchase their IPv4 numbers via the market. There are, however, several remaining key issues with the RSA that should be addressed before a new version is adopted and applied to IPv4 number resources post-exhaustion. Many of the rights and remedies favoring ARIN in this draft RSA make sense for resources allocated by ARIN from its free pool, but are ill suited to IPv4 numbers acquired in the transfer market or impose barriers for legacy holders to sign up. Buyers who spend considerable capital to acquire their numbers will, for example, be concerned about ARIN's right to materially alter the buyers' use and enjoyment of their purchased numbers via unilateral contract amendments, and will have trouble with ARIN's far-reaching termination rights that do not offer holders typical commercial notice and cure rights. Below is a description of several specific concerns (and corresponding suggestions for further improvement). (1) Section 1(e) allows ARIN to modify the Agreement either where the Board believes there is an immediate and compelling need to do so (as described therein) or upon recommendation of the Board and ratification by the Members. Comment 1: ARIN should not have the right to unilaterally change agreements previously entered into with registrants. Registrants' existing terms and conditions with ARIN should only change when they affirmatively opt to replace their existing RSA with a new one. New RSAs or amendments to an existing RSA should only apply to resources registered after the new RSA is issued or amendments finalized (except where, as mentioned above, the registrant opts in to the new or amended RSA). The Agreement already allows ARIN to unilaterally modify its policies, which are incorporated into the RSA by reference. This alone affords ARIN reasonable operational flexibility, also, by operation of the order of precedence, provides Holders some contractual stability. The rights and entitlements in IP addresses ought to be reasonably stable, particularly with respect to numbers purchased and registered via the transfer market. This clause represents a material deterrent for many legacy holders to sign the RSA, and will encourage some IP address purchasers in the secondary market to find ways to use of their purchased numbers without seeking registration transfers. This, in turn, introduces undesirable registry inaccuracies (e.g., the entity in actual control of the numbers does not appear in the WHOIS listing). (2) Section 2(b) states that ARIN's obligation to provide Services to the Holder and grant the Holder rights under the Agreement is subject to the Holder's ongoing compliance with its obligations under the Service Terms. Comment 2: ARIN has termination and suspension rights under Section 13(b) of the RSA that it is free to exercise if the Holder violates the RSA. The Agreement should not provide a backdoor opportunity for ARIN to avoid its obligations as permitted by 2(b). For these reasons, this particular condition should be stricken. (3) Section 2(f) allows ARIN to take actions adverse to the Holder without notice, where it is following a governmental, court or similar Order concerning number resources (including terminating the RSA). Comment 3: ARIN should be obligated to provide the Holder notice prior to taking any adverse action against the Holder unless such prior notice is expressly prohibited by the Order. This would provide an affected Holder a reasonable and appropriate opportunity to challenge or possibly avoid/mitigate the adverse effects of the actions. (4) Section 3(c) makes the Holder solely and exclusively responsible for all acts and omissions of its POCs and/or others acting on behalf of the Holder. Comment 4: Registrants do not always have full control over POC listings. A company may have an outdated POC and ARIN's processes present roadblocks to efficiently updating this information. This leads to situations where a POC without authority is still listed notwithstanding the organizations clear expectation and intent to remove such authority. While it may be fair to presume that the Holder has control over the POC and the POC remains authorized to act for the Holder, this presumption should be rebuttable. If the Holder has put ARIN on notice that the POC is no longer authorized and presents evidence that the POC does not have authority to act on the Holder's behalf, then the Holder should not be held responsible by ARIN for the POC's actions, particularly where the failure to remove or update the POC is attributable to ARIN's actions (i.e., pending review or rejection of a transfer request, or OrgID recovery request). (5) Section 4(a) provides that ARIN may change the fee schedule and will post changes on its website. Comment 5: The language should be clear on when the fee changes are effective and in no event should fee changes be applied retroactively. (6) Section 4(d) states that fees paid by the Holder to ARIN are non-refundable. Comment 6: This clause should be subject to the Holder's right to terminate the agreement under Section 13(c) (in which case fees should be refundable where termination is effected mid-year). (7) Section 7 requires the Holder to acknowledge that number resources are not property. Comment 7: This issue has not yet been determined under law (and there is controlling precedent to support a conclusion contrary to the acknowledgment in Section 7). In fact, many registrants disagree with ARIN's position, and object to being asked to accept ARIN's policy position on the matter as a (non-negotiable) condition to registering their numbers with ARIN. This is very problematic for legacy holders contemplating whether to enter into an LRSA/RSA to update the registry, and for buyers of IP address space in the secondary market. ARIN could preserve its legal and policy position on the matter, without using its contract and control over the IPv4 registry to either coerce registrants who object into conceding the issue or compelling organizations that have not considered that matter to unknowingly renounce their legal rights. This clause should be restructured as an acknowledgement of ARIN's (but not the Holder's) position. It would also be reasonable for it to make clear that neither ARIN nor the RSA conveys any property rights to Holders. Even with the incremental improvements in this version of the RSA, this clause represents a material deterrent for many legacy holders to sign the RSA with ARIN. (8) Section 10 allows ARIN to take certain actions in the event a Holder files for bankruptcy, including intervening in the bankruptcy event, a declaration that none of the resources constitute property under bankruptcy law, and ARIN's ability to continue to exercise its rights and remedies even in the case of a stay or injunction. Comment 8: Subsections (b), (c) and (d) should be stricken and the last two sentences under Subsection (a) substantially narrowed. This clause represents overreaching by ARIN. The fact of a bankruptcy in and of itself does not afford ARIN broad rights of relief. This is for the bankruptcy court to decide depending on the circumstances. The protection that ARIN seeks may be appropriate in the context of free resources allocated by ARIN but not for resources that are obtained in the transfer market. It could also be a deal breaker for legacy holders with bankruptcy experience. (9) Section 11 provides for indemnification by Holder from any and all claims brought by a third party arising from or in connection with access or use of services (even access/use expressly authorized/permitted by ARIN) and any breach of the Service Terms. Comment 9: Having some indemnification protection is understandable, but as written, Section 11 is overbroad. The scope of the holder's indemnity should be limited to specific claims arising from a Holder's patently bad acts, i.e., fraud or breach of Section 2(d) (prohibited conduct). (10) Section 12(a) requires the Holder to acknowledge that the number resources and registration of the numbers is provided on an "as is" basis including all inherent risks and faults. Comment 10: Registry accuracy should be a top priority, and ARIN should be accountable for its failures to deliver Services. An "AS IS" disclaimer in the contract signals that ARIN is not willing to accept a binding commitment to its members to maintain an accurate registry. In light of the very low liability cap in the RSA, ARIN should have a firm contractual obligation to deliver quality services to its members. With this in mind, the first sentence of Section 12(a) should be removed. (11) Section 12(c) provides for a cap on liability that is the greater of $100 or 6 months' fees regardless off the nature of the failure and without exception. Comment 11: There should be a larger cap on liability (e.g., $100,000) for damages that arise when a registrant is materially harmed because ARIN wrongfully either changed a registration or failed to make a change in accordance with its policies. These types of registry mistakes would, in the IPv4 context post exhaustion, have considerable financial consequences for the Holder. ARIN should have some skin in the game with respect to registry accuracy. Further, as matter of contract law and public policy, damages caused by a party's fraud or willful misconduct should also not be capped (in many jurisdictions such caps on liability are unenforceable). (12) Section 13(b) provides ARIN very broad rights to suspend services or terminate the Agreement immediately upon written notice. Comment 12: Immediate breach without an opportunity to cure is inappropriate except under the most extreme situations, like where ARIN faces imminent and material harm. IP number resources are critical to the operations of those that use them, and Holders should not be dispossessed of their numbers (even temporarily) without a fair and reasonable opportunity to contest/respond and (reasonably) cure their violation prior to the termination or suspension occurrence. With regard to the specific clauses that trigger immediate suspension, Section 7 (property rights waiver) seems out of place. It looks like an attempt to deter Holders from seeking judicial review of the "property" question. And Section 4 already addresses remedies for nonpayment (although 13(b) could appropriately provide for suspension pursuant to Section 4 without further notice). (13) Section 13(b) also provides that if the Holder breaches any other provisions of the Agreement and the breach is uncured then ARIN has the right to terminate the Agreement for cause. Comment 13: ARIN should be able to terminate under these circumstances only where the breach is material in nature. This is the common commercial standard. (14) The last sentence of Section 13(c) provides that if an Arbitrator finds that the Holder has properly terminated for cause due to a breach by ARIN, then ARIN will not be obligated to provide services under the Agreement and the number resources "will resume the status they had prior to this Agreement." Comment 14: It is unclear what this sentence means. The clause should clarify that (i) the Holder does not have to return the numbers, and (ii) that where the Agreement is voided, the Holder assumes the status of a legacy resource holder, i.e., no agreement with ARIN and no relinquishment of the number resources. When ARIN is in breach and the RSA is terminated as the result, the non-breaching Holder's on-going use of its number resources should not be in jeopardy. (15) Section 13(e) provides that if an Agreement is terminated, then ARIN can immediately revoke the number resources and cease providing services without liability. Comment 15: This provision should only apply where the termination is "for cause" by ARIN. The clause also should be clear that it does not apply in the case of a termination due to a force majeure. See also comment 14. (16) Section 13(f) lists the terms that will survive termination of the Agreement. Comment 16: Section 7, as currently written, should not survive with respect to legacy resources. Section 7 and 13(f) together result in legacy holders waiving their rights long after ARIN ceases providing the registration services that induced the legacy holder to enter into the LRSA/RSA in the first place. This is out of balance with the exchange of consideration between ARIN and legacy IP number resource holders. (17) Section 13(j) provides that if a party terminates the Agreement due to a force majeure, then ARIN will cease providing services under the Agreement and the number resources will resume the status they had before the Agreement. Comment 17: Same issues arise as discussed in comment 14 (with respect to 13(c)). In addition, termination by the holder for ARIN's breach - even if that breach is excused by a force majeure - should not result in revocation of the Holder's numbers. * * * * Marc Lindsey Avenue4 LLC 2001 L Street, N.W. Suite 900 Washington, D.C. 20036 Direct: (202) 741-9521 www.Avenue4LLC.com From jcurran at arin.net Sun Aug 30 22:15:18 2015 From: jcurran at arin.net (John Curran) Date: Mon, 31 Aug 2015 02:15:18 +0000 Subject: [ARIN-consult] Draft RSA Version 12 and LRSA Version 4 In-Reply-To: References: Message-ID: <90048E3A-AA2C-4005-86D3-9FA85A85EF84@corp.arin.net> Marc - Thank you for the thorough review and comments; I will review these with ARIN counsel and incorporate where it is reasonable to do so. Thanks again, /John John Curran President and CEO ARIN > On Aug 30, 2015, at 9:56 PM, Marc Lindsey wrote: > > The new RSA includes many positive changes. ARIN staff has improved the RSA considerably with this new draft. Restricting the application of the RSA (mostly) to the specific "Included Number Resources" is very helpful. Generally, collapsing the RSA and LRSA is directionally positive -- though several clauses in this new RSA (as discussed below) give rise to divergent concerns for legacy holders without existing contracts, and organizations that purchase their IPv4 numbers via the market. > > There are, however, several remaining key issues with the RSA that should be addressed before a new version is adopted and applied to IPv4 number resources post-exhaustion. > > Many of the rights and remedies favoring ARIN in this draft RSA make sense for resources allocated by ARIN from its free pool, but are ill suited to IPv4 numbers acquired in the transfer market or impose barriers for legacy holders to sign up. Buyers who spend considerable capital to acquire their numbers will, for example, be concerned about ARIN's right to materially alter the buyers' use and enjoyment of their purchased numbers via unilateral contract amendments, and will have trouble with ARIN's far-reaching termination rights that do not offer holders typical commercial notice and cure rights. > > Below is a description of several specific concerns (and corresponding suggestions for further improvement). > > (1) Section 1(e) allows ARIN to modify the Agreement either where the Board believes there is an immediate and compelling need to do so (as described therein) or upon recommendation of the Board and ratification by the Members. > > Comment 1: ARIN should not have the right to unilaterally change agreements previously entered into with registrants. Registrants' existing terms and conditions with ARIN should only change when they affirmatively opt to replace their existing RSA with a new one. New RSAs or amendments to an existing RSA should only apply to resources registered after the new RSA is issued or amendments finalized (except where, as mentioned above, the registrant opts in to the new or amended RSA). The Agreement already allows ARIN to unilaterally modify its policies, which are incorporated into the RSA by reference. This alone affords ARIN reasonable operational flexibility, also, by operation of the order of precedence, provides Holders some contractual stability. > > The rights and entitlements in IP addresses ought to be reasonably stable, particularly with respect to numbers purchased and registered via the transfer market. This clause represents a material deterrent for many legacy holders to sign the RSA, and will encourage some IP address purchasers in the secondary market to find ways to use of their purchased numbers without seeking registration transfers. This, in turn, introduces undesirable registry inaccuracies (e.g., the entity in actual control of the numbers does not appear in the WHOIS listing). > > (2) Section 2(b) states that ARIN's obligation to provide Services to the Holder and grant the Holder rights under the Agreement is subject to the Holder's ongoing compliance with its obligations under the Service Terms. > > Comment 2: ARIN has termination and suspension rights under Section 13(b) of the RSA that it is free to exercise if the Holder violates the RSA. The Agreement should not provide a backdoor opportunity for ARIN to avoid its obligations as permitted by 2(b). For these reasons, this particular condition should be stricken. > > (3) Section 2(f) allows ARIN to take actions adverse to the Holder without notice, where it is following a governmental, court or similar Order concerning number resources (including terminating the RSA). > > Comment 3: ARIN should be obligated to provide the Holder notice prior to taking any adverse action against the Holder unless such prior notice is expressly prohibited by the Order. This would provide an affected Holder a reasonable and appropriate opportunity to challenge or possibly avoid/mitigate the adverse effects of the actions. > > (4) Section 3(c) makes the Holder solely and exclusively responsible for all acts and omissions of its POCs and/or others acting on behalf of the Holder. > > Comment 4: Registrants do not always have full control over POC listings. A company may have an outdated POC and ARIN's processes present roadblocks to efficiently updating this information. This leads to situations where a POC without authority is still listed notwithstanding the organizations clear expectation and intent to remove such authority. > > While it may be fair to presume that the Holder has control over the POC and the POC remains authorized to act for the Holder, this presumption should be rebuttable. If the Holder has put ARIN on notice that the POC is no longer authorized and presents evidence that the POC does not have authority to act on the Holder's behalf, then the Holder should not be held responsible by ARIN for the POC's actions, particularly where the failure to remove or update the POC is attributable to ARIN's actions (i.e., pending review or rejection of a transfer request, or OrgID recovery request). > > (5) Section 4(a) provides that ARIN may change the fee schedule and will post changes on its website. > > Comment 5: The language should be clear on when the fee changes are effective and in no event should fee changes be applied retroactively. > > (6) Section 4(d) states that fees paid by the Holder to ARIN are non-refundable. > > Comment 6: This clause should be subject to the Holder's right to terminate the agreement under Section 13(c) (in which case fees should be refundable where termination is effected mid-year). > > (7) Section 7 requires the Holder to acknowledge that number resources are not property. > > Comment 7: This issue has not yet been determined under law (and there is controlling precedent to support a conclusion contrary to the acknowledgment in Section 7). In fact, many registrants disagree with ARIN's position, and object to being asked to accept ARIN's policy position on the matter as a (non-negotiable) condition to registering their numbers with ARIN. This is very problematic for legacy holders contemplating whether to enter into an LRSA/RSA to update the registry, and for buyers of IP address space in the secondary market. > > ARIN could preserve its legal and policy position on the matter, without using its contract and control over the IPv4 registry to either coerce registrants who object into conceding the issue or compelling organizations that have not considered that matter to unknowingly renounce their legal rights. This clause should be restructured as an acknowledgement of ARIN's (but not the Holder's) position. It would also be reasonable for it to make clear that neither ARIN nor the RSA conveys any property rights to Holders. Even with the incremental improvements in this version of the RSA, this clause represents a material deterrent for many legacy holders to sign the RSA with ARIN. > > (8) Section 10 allows ARIN to take certain actions in the event a Holder files for bankruptcy, including intervening in the bankruptcy event, a declaration that none of the resources constitute property under bankruptcy law, and ARIN's ability to continue to exercise its rights and remedies even in the case of a stay or injunction. > > Comment 8: Subsections (b), (c) and (d) should be stricken and the last two sentences under Subsection (a) substantially narrowed. This clause represents overreaching by ARIN. The fact of a bankruptcy in and of itself does not afford ARIN broad rights of relief. This is for the bankruptcy court to decide depending on the circumstances. The protection that ARIN seeks may be appropriate in the context of free resources allocated by ARIN but not for resources that are obtained in the transfer market. It could also be a deal breaker for legacy holders with bankruptcy experience. > > (9) Section 11 provides for indemnification by Holder from any and all claims brought by a third party arising from or in connection with access or use of services (even access/use expressly authorized/permitted by ARIN) and any breach of the Service Terms. > > Comment 9: Having some indemnification protection is understandable, but as written, Section 11 is overbroad. The scope of the holder's indemnity should be limited to specific claims arising from a Holder's patently bad acts, i.e., fraud or breach of Section 2(d) (prohibited conduct). > > (10) Section 12(a) requires the Holder to acknowledge that the number resources and registration of the numbers is provided on an "as is" basis including all inherent risks and faults. > > Comment 10: Registry accuracy should be a top priority, and ARIN should be accountable for its failures to deliver Services. An "AS IS" disclaimer in the contract signals that ARIN is not willing to accept a binding commitment to its members to maintain an accurate registry. In light of the very low liability cap in the RSA, ARIN should have a firm contractual obligation to deliver quality services to its members. With this in mind, the first sentence of Section 12(a) should be removed. > > (11) Section 12(c) provides for a cap on liability that is the greater of $100 or 6 months' fees regardless off the nature of the failure and without exception. > > Comment 11: There should be a larger cap on liability (e.g., $100,000) for damages that arise when a registrant is materially harmed because ARIN wrongfully either changed a registration or failed to make a change in accordance with its policies. These types of registry mistakes would, in the IPv4 context post exhaustion, have considerable financial consequences for the Holder. ARIN should have some skin in the game with respect to registry accuracy. Further, as matter of contract law and public policy, damages caused by a party's fraud or willful misconduct should also not be capped (in many jurisdictions such caps on liability are unenforceable). > > (12) Section 13(b) provides ARIN very broad rights to suspend services or terminate the Agreement immediately upon written notice. > > Comment 12: Immediate breach without an opportunity to cure is inappropriate except under the most extreme situations, like where ARIN faces imminent and material harm. IP number resources are critical to the operations of those that use them, and Holders should not be dispossessed of their numbers (even temporarily) without a fair and reasonable opportunity to contest/respond and (reasonably) cure their violation prior to the termination or suspension occurrence. With regard to the specific clauses that trigger immediate suspension, Section 7 (property rights waiver) seems out of place. It looks like an attempt to deter Holders from seeking judicial review of the "property" question. And Section 4 already addresses remedies for nonpayment (although 13(b) could appropriately provide for suspension pursuant to Section 4 without further notice). > > (13) Section 13(b) also provides that if the Holder breaches any other provisions of the Agreement and the breach is uncured then ARIN has the right to terminate the Agreement for cause. > > Comment 13: ARIN should be able to terminate under these circumstances only where the breach is material in nature. This is the common commercial standard. > > (14) The last sentence of Section 13(c) provides that if an Arbitrator finds that the Holder has properly terminated for cause due to a breach by ARIN, then ARIN will not be obligated to provide services under the Agreement and the number resources "will resume the status they had prior to this Agreement." > > Comment 14: It is unclear what this sentence means. The clause should clarify that (i) the Holder does not have to return the numbers, and (ii) that where the Agreement is voided, the Holder assumes the status of a legacy resource holder, i.e., no agreement with ARIN and no relinquishment of the number resources. When ARIN is in breach and the RSA is terminated as the result, the non-breaching Holder's on-going use of its number resources should not be in jeopardy. > > (15) Section 13(e) provides that if an Agreement is terminated, then ARIN can immediately revoke the number resources and cease providing services without liability. > > Comment 15: This provision should only apply where the termination is "for cause" by ARIN. The clause also should be clear that it does not apply in the case of a termination due to a force majeure. See also comment 14. > > (16) Section 13(f) lists the terms that will survive termination of the Agreement. > > Comment 16: Section 7, as currently written, should not survive with respect to legacy resources. Section 7 and 13(f) together result in legacy holders waiving their rights long after ARIN ceases providing the registration services that induced the legacy holder to enter into the LRSA/RSA in the first place. This is out of balance with the exchange of consideration between ARIN and legacy IP number resource holders. > > (17) Section 13(j) provides that if a party terminates the Agreement due to a force majeure, then ARIN will cease providing services under the Agreement and the number resources will resume the status they had before the Agreement. > > Comment 17: Same issues arise as discussed in comment 14 (with respect to 13(c)). In addition, termination by the holder for ARIN's breach - even if that breach is excused by a force majeure - should not result in revocation of the Holder's numbers. > > * * * * > > Marc Lindsey > Avenue4 LLC > 2001 L Street, N.W. > Suite 900 > Washington, D.C. 20036 > Direct: (202) 741-9521 > www.Avenue4LLC.com > > > _______________________________________________ > ARIN-Consult > You are receiving this message because you are subscribed to the ARIN Consult Mailing > List (ARIN-consult at arin.net). > Unsubscribe or manage your mailing list subscription at: > http://lists.arin.net/mailman/listinfo/arin-consult Please contact the ARIN Member Services > Help Desk at info at arin.net if you experience any issues.