OPINION
There is no simple remedy for the vast number of unsolicited emails, popularly known as “spam,” that fill our electronic inboxes daily. Even though federal and state legislatures have adopted various laws to combat this problem, “spammers” continue to find new ways to advertise. Daniel Balsam, a victim of spam, seeks an alternative method of enforcement by bringing claims against the registrar of a domain site that bombarded him with more than 1,000 unwanted emails advertising a pornographic website. He claims that the registrar utilizes a system to hide the identity of spammers, making it difficult to identify the spammer. We consider Balsam’s claim that he is an intended third-party beneficiary of an agreement between the registrar and the Internet Corporation for Assigned Nаmes and Numbers (“ICANN”). Under Balsam’s theory, the agreement’s provisions on wrongful use of domain names inure to his benefit. Although his approach is novel and creative, it cannot survive a motion to dismiss.
Background
ICANN is a private, non-profit corporation that administers thе registration of internet domain names. Tucows Inc. (“Tu- *1160 cows”) is one of many registrars of domain names, accredited by ICANN to sell domain name registrations. To be accredited, Tucows had to enter into ICANN’s Registration Accreditation Agreement (“RAA”), a standard form contract under which a registrar sells domain name registrations. A party that purchases a registered domain name from Tucows becomes the registered holder under the RAA.
Between October 2005 and May 2006, Balsam claims he received 1,125 “sрam” emails advertising the website “adultactioncam.com.” In an effort to ferret out the source of these emails, Balsam searched ICANN’s public database, which listed Tucows as the registrar of the website and Angeles Technology, Inc. (“Angeles”) as the registered name holder.
Balsam filed suit against Angeles alleging violations of California’s law restricting unsolicited commercial email. See Cal. Bus. & Prof.Code § 17529.5. In March 2008, the district court in that case entered default judgment in Balsam’s favor for $1,125,000. See Balsam v. Angeles Technology, Inc. et al., 06-CV-4114 (N.D.Cal.).
Balsam’s unsuccessful efforts to recover the default judgment from Angeles ultimately led to the lawsuit at issue in this appeal. After Balsam’s initial search of the ICANN database, Angeles apparently opted into Tucows’s “Contact Privacy” feature. 1 Balsam was thus unable to lоcate Angeles — or otherwise identify the true operator of “adultactioncam.com” — after the default judgment was entered in his favor. Unable to collect the $1,125 million judgment, Balsam contacted Tucows and demanded that it reveal the identity of the operator of “adultactioncam.com.” Balsam claimed that under ¶ 3.7.7.3 of the RAA, Tucows was obligated to either reveal the operator’s identity or pay the default judgment claim. That section provides:
A Registered Name Holdеr licensing use of a Registered Name according to this provision shall accept liability for harm caused by wrongful use of the Registered Name, unless it promptly discloses the identity of the licensee to a party providing the Registered Name Holder reasonable evidence of actionable harm.
In 2009, after Tucows refused to comply, Balsam filed a complaint against Tucows and two of its corporate officers asserting four causes of action: breach of contract, negligence, civil conspiracy, and declaratory relief. All of Balsam’s claims stem from the allegation that Tucows violated ¶ 3.7.7.3 of the RAA. Balsam argues that as a third party beneficiary of the RAA entered into between Tucows and ICANN, he hаs the right to enforce Tucows’s compliance with ¶ 3.7.7.3. Balsam reasons that Tucows should be liable for the full amount of the default judgment against Angeles. Importantly, Balsam acknowledges that all of his claims are dependent on his status as a third party beneficiary to the RAA.
Tucows filed a motion to dismiss, arguing that Balsam is not an intended third party beneficiary because the RAA does not refer to Balsam by name or class, and,
*1161
in any event, the RAA contains an express “No Third-Party Beneficiaries” clause. Thе district court granted Tucows’s motion and dismissed the complaint with prejudice, a decision that we review
de novo. See Decker v. Advantage Fund, Ltd.,
Analysis
The foundation for Balsam’s claims is the RAA contract between ICANN and Tucows. Balsam claims, in effect, that he is the intended beneficiary of that сontract which, in his view, provides remedies for parties harmed by the wrongful use of proxy-registered domain names.
California’s contract principles on third party beneficiaries are well known. Under California law, a “contract, made exрressly for the benefit of a third party, may be enforced by him at any time before the parties thereto rescind it.” Cal. Civ.Code § 1559. “A third party qualifies as a beneficiary under a contract if the parties intended to benefit the third party and the terms of the contract make that intent evident.”
Karo v. San Diego Symphony Orchestra Ass’n,
Contrary to Balsam’s arguments, nothing supports his claim that the parties to the RAA intended to benefit, or confer any rights upon, Balsam or any other third party. Indeed, the plain language of the RAA explicitly and unambiguously relinquishes all third party rights. Paragraph 5.10 of the RAA contains an express “No Third-Party Beneficiaries” clause: “No Third-Party Beneficiaries: This Agreement shall not be construed to create any obligation by either ICANN or Registrar to any non-party to this Agreement, including any Registered Name Holder.”
In an effort to overcome the “No Third-Party Beneficiaries” сlause, Balsam points to the principle that the specific contractual provisions control over the general, and, in any event, the “No Third-Party Beneficiaries” clause does not apply to Tucows’s actions in its capacity as a registered name holder. We disagree.
We first consider whether ¶ 3.7.7.3 provides specific language that trumps the RAA’s “No Third Party Beneficiaries” clause. Although Balsam is correct that specific contractual provisions may control over a general clause,
see Prouty,
A Registered Name Holder licensing use of a Registered Name acсording to this provision shall accept liability for harm caused by wrongful use of the Registered Name, unless it promptly discloses the identity of the licensee to a party providing the Registered Name Holder reasonable evidence of actionable harm.
*1162 Balsam interprets ¶ 3.7.7.3 to obligate Tu-cows, acting as the registered name holder, to disclose the identity of the licensee operating “adultactioncam.com” to “a party providing ... evidence of actionable hаrm,” or accept liability for the domain name’s wrongful use. Balsam urges that as a party that has provided evidence of harm, he is an intended beneficiary of ¶ 3.7.7.3.
We must read ¶ 3.7.7.3 in conjunction with ¶ 3.7.7 and in the context of the entire agreement. See Cal. Civ.Code § 1641 (“Thе whole of a contract is to be taken together, so as to give effect to every part, if reasonably practicable, each clause helping to interpret the other.”). Paragraph 3.7.7, which prefaces ¶ 3.7.7.3, provides as follows:
3.7.7: Registrar shall require all Registered Name Holders to enter into an electronic or paper registration agreement with Registrar including at least thefollotving provisions: ...
3.7.7.3:.... A Registered Name Holder licensing use of a Registered Name according to this provision shall acсept liability for harm caused by wrongful use of the Registered Name, unless it promptly discloses the identity of the licensee to a party providing the Registered Name Holder reasonable evidence of actionable harm.
Reading the two рrovisions together, it is clear that ¶ 3.7.7.3 is not intended to bind either party to the RAA. Rather, ¶ 3.7.7.3 sets out a contractual provision that must be included in a
separate
agreement — -as required by ¶ 3.7.7 — between a registrar and a registered name holder.
2
See Solid Host, NL v. Namecheap, Inc.,
Because ¶ 3.7.7.3 does not create an independent binding obligation fоr the parties to the RAA, this provision cannot be reasonably construed to confer a right or benefit to any party, let alone a third party.
See Roden v. AmerisourceBergen Corp.,
Balsam also argues that the “No Third-Party Beneficiaries” clause does not relieve Tucows of obligations to third partiеs with respect to actions taken as a registered name holder. This argument confuses the role of registrar and that of registered name holder. Tucows agreed to the RAA’s terms in its capacity as a registrar. The introductory paragraph of the RAA provides that “[t]his REGISTRAR ACCREDITATION AGREEMENT (“Agreement”) is by аnd between the Internet Corporation for Assigned Names and Numbers ... and [Registrar Name], a [Organization type and jurisdiction] (“Registrar”) .... ” As the district court noted, there is simply no evidence that Tucows is bound to the terms of the RAA as a regis *1163 tered name holder. Indeеd, the very provision that Balsam alleges Tucows violated is subsumed within a section entitled “Registrar Obligations.” Balsam cannot have his cake and eat it too. The “No Third-Party Beneficiaries” clause explicitly protects Tucows from suit by third parties with rеspect to Tucows’s obligations under the RAA. Balsam’s characterization of Tucows’s actions does not alter the contract.
Given the absence of any evidence to the contrary, we conclude that the “No Third Party Beneficiariеs” clause unambiguously manifests an intent
not
to create any obligations to third parties through the RAA.
See
Cal. Civ.Code § 1638 (“If contractual language is clear and explicit and does not involve an absurdity, the plain meaning governs.”);
see also Register.com, Inc. v. Verio, Inc.,
AFFIRMED.
Notes
. According to Balsam, this privacy feature allows a registered name holder to remove identifying information from the ICANN database. Instead of the actual domain name holder, an entity doing business as Tucows, ContactPrivacy.com, is listed as the registered name holder. Balsam alleges that Tucows, now acting as the registered name holder, thеn licenses the domain name registration back to the original registered name holder, who retains full control over operation of the domain name. By implementing the privacy option for Angeles, Tucows became both the registrar and registered name holder of “adultactioncam.com.” Balsam characterizes this "Proxy Registration” arrangement as facilitating spammers’ efforts to hide their identities.
. Notably, Balsam does not allege that Tu-cows failed to enter into a separate agreement with the registered name holder, in violation of ¶ 3.7.7 of the RAA.
. In light of Balsam’s concession that his complaint is predicated on his status as a third-party beneficiary, no amendment could cure the fatal defect in Balsam’s claims. The district court did not err in dismissing the complaint with prejudice.
See McKesson HBOC, Inc. v. N.Y. State Common Ret. Fund, Inc.,