Namebase Registry Services Agreement

Effective Date: July 10, 2026

This Registry Services Agreement (this "Agreement") is a binding contract between Namebase ("Namebase," "we," "us," or "our") and the person or entity that lists, delists, or migrates a top-level domain through the Namebase registry platform ("you," "your," or the "Owner").

This Agreement governs your access to and use of Namebase's registry software and related services (collectively, the "Services"). Please read it carefully. By listing, delisting, or migrating a TLD, you agree to every provision below.

1. Nature of the Platform; Non-Custodial Framework

Namebase provides non-custodial registry software and services that allow owners of top-level domains on decentralized naming protocols to operate a registry, sell and manage second-level domains, and collect payment directly from buyers.

Namebase is a software and services provider only.

Namebase is non-custodial in every respect that matters to you. We do not own your TLD, we do not hold or control your private keys, wallet, or account credentials, we do not custody the funds that buyers pay for second-level domains, and we do not maintain user balances of any kind.

All value flows directly between you and your buyers on the underlying protocol. You alone control your on-chain name, your keys, and your funds at all times.

2. Definitions

"TLD" means a top-level domain (for example, a Handshake name) that you own and administer on a Supported Protocol and that you make available for registry services through the platform.

"SLD" means a second-level domain registered under a TLD.

"Supported Protocol" means a decentralized naming protocol that Namebase supports for registry services from time to time. The currently Supported Protocol is Handshake (HNS). Namebase may support additional protocols in the future and may discontinue support for existing protocols subject to Section 15.

"Listing" means activating registry services for a TLD by:

Listing does not require locking coins, posting collateral, or transferring ownership of the TLD.

"Verification" means Namebase confirming that:

Only after successful Verification does a TLD become active. If Verification fails, the Owner may correct the underlying issue and retry.

"Removing a Pending Listing" means canceling an incomplete Listing before Verification. Removing a Pending Listing does not affect ownership of the underlying TLD.

"Delisting" means removing a TLD from the platform and terminating registry services for that TLD.

"Migration" means moving a TLD from a prior custodial Namebase implementation into the current non-custodial registry by withdrawing or transferring the TLD and completing a new Listing.

"Material Change" means:

  1. a change to the Registry Fee (percentage, minimum, or maximum) or the Listing Fee;
  2. discontinuation of support for a Supported Protocol;
  3. removal of functionality required for Listing, Delisting, or Migration; or
  4. a change affecting SLD registration terms or grace periods.

Routine maintenance, security improvements, bug fixes, performance enhancements, and non-material feature updates are not Material Changes.

"Registry Fee" has the meaning set forth in Section 7.

3. Your Authority; Representations and Warranties

You represent and warrant on a continuing basis that:

You remain solely responsible for complying with all laws applicable to your registry operations, including tax, consumer protection, sanctions, export controls, and any other laws applicable to your activities.

4. Listing

To list a TLD, you must:

Namebase will then perform Verification. Only after Verification succeeds will the TLD become active and capable of registering SLDs.

If Verification fails, the TLD does not become active. You may correct the issue and retry Verification or remove the pending Listing.

Listing authorizes Namebase to provide registry software and related services but does not transfer ownership of your TLD or grant Namebase custody of your assets. You remain solely responsible for maintaining accurate on-chain records throughout the Listing.

5. Pricing Set by the Owner

You exclusively determine pricing for SLD registrations and renewals under your TLD. You may:

Changes apply prospectively only and do not affect existing registrations or completed renewals. You alone are responsible for your pricing decisions. The Registry Fee described in Section 7 is owed by you and is not charged separately to buyers.

6. Non-Custodial Payments

Buyers pay you directly. When a buyer registers or renews an SLD, payment is transmitted directly to addresses derived from your extended public key ("xpub"). Providing an xpub is required before your registry may accept registrations.

Your xpub should be protected as confidential information because it permits third parties to observe payment addresses associated with your registry, although it cannot itself authorize spending.

Namebase never receives custody of SLD purchase funds, never maintains balances for Owners, and cannot reverse, recover, freeze, or refund blockchain transactions.

You remain solely responsible for:

7. Registry Fee

In consideration for the Services, you owe Namebase a registry fee (the "Registry Fee") for each domain-year sold under your TLD, including registrations and renewals.

The Registry Fee is currently equal to:

Namebase may modify the Registry Fee prospectively in accordance with Section 15. The Registry Fee applies even when an SLD is sold for $0, in which case the applicable minimum Registry Fee applies.

Registry Fees are owed solely by the Owner and are never deducted from buyer payments. Because Namebase never receives buyer funds, you must pay Registry Fees separately. Registry Fees are exclusive of taxes. You are solely responsible for determining, collecting, reporting, and paying all taxes arising from your registry operations.

Listing Fee. In addition to the Registry Fee, you owe Namebase an annual listing fee (the "Listing Fee") for each TLD you list on the platform. The Listing Fee is currently ten United States dollars (US $10.00) per TLD per year. The initial Listing Fee for a TLD is due after Verification and before that TLD becomes active and available for SLD registrations - a TLD does not become live until its Listing Fee is paid - and the Listing Fee renews annually for each listed TLD. The Listing Fee is owed solely by the Owner, is separate from and in addition to the Registry Fee, and is payable in Bitcoin (BTC) subject to the same invoicing, dispute, interest, and delinquency terms set forth in this Section 7. Namebase may modify the Listing Fee prospectively in accordance with Section 15.

Invoicing. Invoices are issued monthly and are currently payable in Bitcoin (BTC). Each invoice is due thirty (30) calendar days after the invoice date unless otherwise specified on the invoice.

Any invoice dispute must be submitted in writing within fifteen (15) calendar days after the invoice date and must describe the disputed charges in reasonable detail. Failure to dispute an invoice within that period constitutes acceptance of the invoice, except in the case of manifest error. Undisputed amounts remain due regardless of any disputed portion.

Any unpaid amount may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law. If an invoice remains unpaid fifteen (15) days after written notice of delinquency, Namebase may suspend registry services for the applicable Owner until payment is received. Any suspension under this Section applies only to registry services associated with the delinquent Owner and does not affect unrelated Namebase accounts unless required by law or reasonably necessary to protect the security or integrity of the Services.

8. Reserved Names

You may reserve one or more SLDs from public registration ("Reserved Names") and distribute or sell those Reserved Names through claim links, claim codes, direct assignments, or other methods supported by the Services.

Reserved Names remain subject to this Agreement, including payment of the applicable Registry Fee for each domain-year registered or renewed, regardless of whether the registration price is greater than or equal to zero.

You are solely responsible for:

Namebase has no responsibility for the administration, sale, or distribution of Reserved Names.

9. Renewals, Expiration, and the Grace Period

SLDs are registered for one-year terms unless otherwise supported by the Services. Renewals extend an SLD registration by one additional year for each renewal purchased. Renewal payments are made directly to you using the same non-custodial payment process applicable to new registrations.

If an SLD is not renewed before expiration, it enters a thirty (30) day grace period. During the grace period, the SLD may be renewed according to your registry policies. If the SLD is not renewed before the end of the grace period, it becomes available for registration by another party.

You are solely responsible for:

10. Migration of Previously Listed TLDs; Incomplete Migration Risk

Certain TLDs were previously operated through an earlier custodial version of Namebase. To migrate such a TLD into the current non-custodial registry, you must:

  1. withdraw or otherwise obtain direct control of the TLD from the prior system;
  2. complete a new Listing under Section 4; and
  3. successfully complete Verification.

Migration is not complete until Verification succeeds.

IMPORTANT RISK DISCLOSURE.

YOU ACKNOWLEDGE THAT AFTER WITHDRAWING OR TRANSFERRING A TLD FROM THE PRIOR SYSTEM, BUT BEFORE SUCCESSFUL VERIFICATION, THE TLD EXISTS IN AN INCOMPLETE-MIGRATION STATE. DURING THIS PERIOD:

THERE IS NO MAXIMUM PERIOD DURING WHICH A TLD MAY REMAIN IN THIS STATE. IF YOU FAIL TO COMPLETE THE LISTING PROCESS, THE INTERRUPTION MAY CONTINUE INDEFINITELY.

NAMEBASE DOES NOT CONTROL YOUR PRIVATE KEYS, ON-CHAIN RECORDS, OR PROTOCOL CONFIGURATION AND CANNOT COMPLETE THE MIGRATION FOR YOU. YOU ACCEPT FULL RESPONSIBILITY FOR INITIATING MIGRATION ONLY WHEN YOU ARE PREPARED TO COMPLETE IT PROMPTLY. ANY INTERRUPTION OF SERVICE TO SLD HOLDERS RESULTING FROM AN INCOMPLETE OR ABANDONED MIGRATION IS SOLELY YOUR RESPONSIBILITY.

Namebase may, but is not obligated to, suspend or remove an incomplete Migration that remains unresolved for an extended period.

11. Migration Assistance

During Migration, Namebase will make commercially reasonable efforts to:

Because Migration depends upon Owner-controlled credentials, protocol configuration, third-party infrastructure, and decentralized networks, Namebase does not guarantee successful completion of any Migration. Rollback of a partially completed Migration may not be technically possible depending upon the underlying Supported Protocol and therefore is not guaranteed.

Nothing in this Section requires Namebase to assume responsibility for completing a Migration on behalf of an Owner or to modify protocol-level functionality beyond Namebase's control.

12. Delisting; Removing a Pending Listing

You may Delist a TLD at any time. Delisting terminates registry services for that TLD but does not transfer ownership of the underlying TLD to Namebase.

Following Delisting, you remain solely responsible for:

Delisting may affect existing SLDs, including their resolution, renewability, or continued operation. The Registry Fee remains payable for all domain-years occurring prior to Delisting.

A TLD that was previously operated through an earlier custodial version of Namebase must first be migrated under Section 10 before it can be delisted.

If Verification has not yet completed, you may instead Remove the Pending Listing. Removing a Pending Listing simply discards the pending Listing request and does not affect ownership of the underlying TLD.

13. Existing SLD Registrations; Responsibility for SLD Holders

You retain exclusive control over:

Any action or inaction by you, including Delisting, abandoning a Migration, modifying DNS records, changing pricing, changing renewal rules, or ceasing registry operations, may affect existing SLD holders. The consequences of those decisions are solely your responsibility.

Namebase provides software, registry, and account services that facilitate SLD registration and management. Except as expressly provided in Namebase's user-facing Terms of Service, the legal relationship governing ownership, pricing, renewals, registry policies, continued operation, and availability of SLDs remains between the TLD Owner and the applicable SLD holder. Owners are solely responsible for any commitments, warranties, representations, or obligations they undertake with respect to SLD holders.

14. Assumption of Protocol Risk

YOU UNDERSTAND THAT DECENTRALIZED NAMING PROTOCOLS INVOLVE SIGNIFICANT TECHNICAL AND OPERATIONAL RISKS. THESE RISKS INCLUDE, WITHOUT LIMITATION:

THESE RISKS ARE OUTSIDE THE CONTROL OF NAMEBASE. YOU ASSUME ALL SUCH RISKS. NAMEBASE IS NOT RESPONSIBLE FOR LOSSES ARISING FROM THE OPERATION, FAILURE, MODIFICATION, OR DISCONTINUATION OF ANY SUPPORTED PROTOCOL.

15. Platform Changes

Namebase may modify, add, suspend, or discontinue any part of the Services, including features, Supported Protocols, Registry Fee parameters, and this Agreement, on a prospective basis.

For any Material Change, Namebase will provide advance notice as follows, except where immediate action is reasonably necessary to address security vulnerabilities, legal or regulatory requirements, court orders, protocol failures, or other emergencies:

Routine maintenance, bug fixes, performance improvements, security updates, infrastructure upgrades, and other non-material feature changes may be implemented without advance notice.

Where technically feasible, Namebase will provide Owners a reasonable opportunity to complete pending Listings, Migrations, or export registry-related data before discontinuing materially affected Services. Nothing in this Section obligates Namebase to continue offering any particular Service indefinitely where continued operation is commercially impracticable, technically impossible, or prohibited by law.

Your continued use of the Services after a change becomes effective constitutes acceptance of the revised Services or Agreement.

16. Suspension and Termination

Except as otherwise provided below, Namebase will provide written notice of any material breach of this Agreement and allow the Owner fifteen (15) calendar days to cure the breach before suspending or terminating registry services.

Namebase may immediately suspend Services, without prior notice, where reasonably necessary to:

Where technically feasible, Namebase will make commercially reasonable efforts to permit the Owner to export registry-related data before permanent termination of Services.

Termination of registry services:

Nothing in this Section limits Namebase's ability to suspend or terminate access immediately where continued access would create material legal, security, or operational risks.

17. No Warranty

THE SERVICES ARE PROVIDED "AS IS," "AS AVAILABLE," AND WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NAMEBASE DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION:

WITHOUT LIMITING THE FOREGOING, NAMEBASE DOES NOT WARRANT THAT:

Because decentralized naming protocols rely upon third-party blockchain networks and infrastructure outside Namebase's control, Namebase makes no warranty regarding the continued operation, stability, security, or availability of any Supported Protocol.

18. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NAMEBASE, ITS OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SUCCESSORS, AFFILIATES, AND ASSIGNS SHALL NOT BE LIABLE FOR ANY:

WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WITHOUT LIMITING THE FOREGOING, NAMEBASE SHALL NOT BE LIABLE FOR LOSSES ARISING FROM:

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NAMEBASE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF:

  1. the total Registry Fees actually paid by the Owner to Namebase during the twelve (12) months immediately preceding the event giving rise to the claim; or
  2. One Hundred United States Dollars (US $100.00).

Nothing in this Agreement excludes liability that cannot lawfully be excluded under applicable law. The limitations contained in this Section apply even if any limited remedy fails of its essential purpose.

19. Release

To the fullest extent permitted by applicable law, you irrevocably release Namebase and its owners, officers, directors, employees, contractors, agents, successors, and assigns from any and all claims, demands, liabilities, damages, losses, costs, and expenses arising from or relating to:

If you are a resident of California, you expressly waive California Civil Code Section 1542, which provides: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party." You likewise waive any similar law of any jurisdiction.

Nothing in this Release limits liability arising from Namebase's own fraud, willful misconduct, or liability that cannot legally be waived under applicable law.

20. Indemnification

You agree to defend, indemnify, and hold harmless Namebase and its owners, officers, employees, agents, contractors, successors, and assigns from and against all claims, actions, demands, proceedings, liabilities, damages, judgments, settlements, losses, costs, and reasonable attorneys' fees arising out of or relating to:

This indemnification obligation does not apply to the extent a claim results from:

Namebase may participate in the defense of any claim using counsel of its own choosing at its own expense. You may not settle any claim in a manner that admits liability on behalf of Namebase or imposes obligations upon Namebase without Namebase's prior written consent. The obligations contained in this Section survive termination of this Agreement.

21. Data Export

Where technically feasible, and subject to applicable law, security considerations, and the capabilities of the applicable Supported Protocol, Namebase will make commercially reasonable efforts to permit Owners to export registry-related data before:

Exportable data may include, where available:

Nothing in this Section obligates Namebase to:

22. Non-Custodial Acknowledgement

You acknowledge and agree that:

You further acknowledge that Namebase cannot:

You accept sole responsibility for maintaining your registry and protecting your credentials.

23. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict-of-laws principles.

Any dispute arising out of or relating to this Agreement or the Services shall be brought exclusively in the state or federal courts located within the Commonwealth of Virginia. Each party irrevocably:

24. Acceptance

By selecting the control to list, delist, migrate, or remove a pending listing for a TLD, or by otherwise using the Services to list, delist, migrate, or administer a TLD, you acknowledge that:

If you do not agree to every provision of this Agreement, you must not use the Services.