Domain Name Terms of Sale and Purchase Agreement
THIS DOMAIN NAME TERMS OF SALE AND PURCHASE AGREEMENT (this "Agreement") is entered into by and between Leading Creative LLC, a Missouri Limited Liability Company ("Seller") and you, your company, company owner(s), partner(s), member(s) or shareholders, your heirs, agents successors and/or assigns ("Purchaser"), each side a "Party" and together, the "Parties". This Agreement sets forth the terms and conditions of and the obligations of the Parties concerning the Domain Name Sale and Transfer, as defined herein.
WHEREAS, Seller owns, administers and offers for purchase the registration rights for one or more internet domain name(s) ("Domain Name"); and
WHEREAS, Purchaser wishes to purchase and obtain all right, title and interest, including the registration rights, in and for the Domain Name and to transfer ownership of the Domain Name to Purchaser’s account at a domain name registration service provider company ("Registrar");
NOW, THEREFORE, in consideration of the mutual promises, benefits and covenants contained in this Agreement and for other good and valuable consideration herewith, the receipt, adequacy and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:
Sales Procedure; Conditions of Sale. Seller agrees to e-mail Purchaser complete instructions for completing the Domain Name Sale and Transfer process (including a registry key or authorization code, where applicable) within one business day following cleared payment from Purchaser. If there is any delay in the transfer process for any reason, Seller will notify Purchaser by e-mail within 72 hours regarding status of the transfer of Domain Name to the Registrar. Purchaser agrees to complete the transfer procedures within seven (7) days following final e-mail notification from Seller to Purchaser confirming the transaction. Purchaser acknowledges and agrees that the transfer process for Domain Name must comply with registrar policies established by the Internet Association for Assigned Names and Numbers (ICANN). Additional information about these policies can be found at www.icann.org.
Payment and Payment Terms. In consideration of Seller’s transfer to purchaser of all rights, title and interest in and to the Domain Name, Purchaser agrees to pay the full purchase amount listed upon proceeding with a transaction at Escrow.com (the "Purchase Price"). Payment of the Purchase Price will be made using Escrow.com secure online payment gateway.
Transfer of Assets; Domain Name Assignment. Upon final e-mail notification from Seller to Purchaser confirming the transaction and acknowledging receipt, verification and clearance of the Purchase Price, Seller hereby irrevocably sells, assigns and transfers to Purchaser all of Seller’s rights, title and interest in and to the Domain Name and any and all goodwill associated therewith, pursuant to the terms and conditions of this Agreement. Purchaser hereby accepts such assignment and transfer. Seller hereby irrevocably consents and authorizes the transfer of complete and unencumbered ownership of the Domain Name, and all rights and privileges thereto, to the Purchaser in accordance with the ordinary transfer procedures of the Registrar selected by the Purchaser. Seller shall hereafter take such other actions and execute such other agreements and instruments as are deemed necessary to document Seller’s assignment and transfer of the Domain Name to Purchaser. Seller will cooperate promptly in facilitating the transfer and assignment of the Domain Name and will follow rules designated by the Registrar to effect such transfer (the "Domain Name Sale and Transfer").
Future Use of Domain Name and Website(s). Once Purchaser becomes owner of the Domain Name, Seller shall not make any use, either for its own benefit or for the benefit of any person or entity, of the Domain Name. As of the date Domain Name Sale and Transfer is completed, Purchaser shall, as sole owner of the Domain Name, have the exclusive right to use or otherwise transfer the Domain Name.
Domain Name Registration Renewal. Registration rights must be renewed on an annual basis to maintain ownership of the Domain Name. Purchaser acknowledges that it is solely responsible for renewing registration rights for the Domain Name and shall indemnify and hold harmless Seller against any loss or claim related to failure to renew registration(s) of the Domain Name following the execution of this Agreement.
Liabilities. Purchaser shall not assume or become obligated in any way to pay any liabilities, debts or obligations of Seller whatsoever, including but not limited to, any liabilities or obligations now or hereafter arising from Seller’s business or use of the Domain Name that took place prior to the execution of this Agreement. Seller shall indemnify and hold harmless Purchaser and its affiliates, employees, contractors and agents against any loss or claim related to the foregoing. Notwithstanding the foregoing, Purchaser shall assume any and all liabilities and obligations associated with the purchase of or use of the Domain Name or website(s) associated therewith arising out of or related to Purchaser’s use of the Domain Name and any associated website(s). Purchaser shall indemnify and hold harmless Seller and its affiliates, employees, contractors and agents against any loss or claim related thereto.
Representations and Warranties of Seller. Seller represents and warrants that:
- Seller has full power and authority to enter into this Agreement and will be bound by and perform its obligations under this Agreement;
- This Agreement, when delivered by Seller to Purchaser (including by electronic means), will be duly and validly executed and delivered and will be the valid and binding obligation of Seller, enforceable against Seller, in accordance with its terms;
- Seller owns and possesses all rights, title, and interest in and to the Domain Name;
- The Domain Name is free and clear of any liens, security interests, or other encumbrances; and
- Seller has no knowledge of any existing threatened or known claims or liabilities related to the registration, ownership, transfer or use of the Domain Name.
Representations and Warranties of Purchaser. Purchaser represents and warrants that:
- Purchaser has full power and authority to enter into this Agreement and will be bound by and perform its obligations under this Agreement; and
- This Agreement, when delivered by Purchaser to Seller (including by electronic means), will be duly and validly executed and delivered and will be the valid and binding obligation of Purchaser, enforceable against Purchaser, in accordance with its terms.
Online Ordering and Electronic Commerce. Seller may incorporate software, systems, technologies or processes which enable ordering, shipping or delivery, payment and/or order tracking through automated electronic means ("Software"). While Seller makes reasonable efforts to ensure these ordering systems are available, functional, accurate, up-to-date and error-free, we cannot warrant that these systems will be working and available at all times or from all locations. Additionally, Seller cannot be responsible for the fraudulent activities of third parties who gain unauthorized access to online ordering details or information Purchaser provided in connection with an electronic order or purchase. Purchaser understands and agrees that Seller makes no warranty, guarantee, stipulation or representation, express or implied, that information provided through online ordering or electronic commerce software, systems or technologies will be protected from unauthorized access, alteration or destruction. Seller reserves the right to take any action it deems reasonable and appropriate, at its sole discretion, to prevent fraudulent activity with respect to its online ordering and electronic commerce software, databases, systems, processes or technologies. If the information Purchaser provides during the course of online ordering is, or Seller has reasonable grounds to suspect is, inaccurate, untrue, incomplete or not current, Seller may suspend, delay or cancel your purchase or terminate the Domain Name Sale and Transfer, temporarily or permanently, at its sole discretion.
Product and Service Information and Descriptions; Website Errors. Seller makes reasonable efforts to keep the information on this website, including the Purchase Price, up to date and accurate to its fullest possible knowledge. However, Seller cannot and does not warrant that information, descriptions, graphic depictions, specifications, availability, status or any other content concerning the Domain Name or any other product(s) or service(s) is accurate, complete, reliable, up-to-date, current or error-free. In the event Seller determines that a Domain Name description, Purchase Price or other content contains inaccurate information, Seller reserves the right to take any action it deems reasonable and appropriate, at its sole discretion, to rectify the error or any consequences arising from such an error, including without limitation canceling your order or terminating the Domain Name Sale and Transfer. Purchaser agrees to notify Seller immediately if Purchaser becomes aware of any pricing or descriptive errors or inconsistencies connected with the Domain Name, and to comply with the course of corrective action taken by Seller.
Term. The terms of this Agreement are effective as of the Effective Date and shall continue until the Domain Name Sale and Transfer is completed, unless terminated earlier.
Termination. Purchase agrees that Seller may, in its sole discretion, terminate this Agreement, or any commercial activity or offer of any Domain Name(s) under this Agreement immediately and without notification, for any or no reason. Without limiting the foregoing, Seller may terminate this Agreement (a) if Seller determines in its sole discretion that you have violated or breached this Agreement, or otherwise acted inconsistently with the obligations of this Agreement or of any incorporated, related or referenced agreements or guidelines, or any other separate written agreement between the Parties; (b) if any information provided by Purchaser to Seller is found by Seller, in its sole discretion, to be false or that Seller has been unable to authenticate or verify the accuracy of such information; (c) in the case of unexpected technical or security issues or problems with this website, Software or any Domain Name(s) under this Agreement; or (d) if Seller decides at any time for any or no reason to suspend or discontinue this website or any Domain Name(s) under this Agreement. Seller reserves the right to rescind and/or make null and void the Domain Name Sale and Transfer if Purchaser fails to take control of the Domain Name, in accordance with the instructions provided, within ninety (90) days of purchase. All Domain Name purchases, once executed, are final and non-refundable and availability is subject to prior purchase.
Disclaimers; Exclusions of Warranties. Purchaser understands and agrees that all products, services, Domain Name(s), information and data provided under this Agreement are provided "as is", "where is", "as available" and without any warranty of kind unless expressly stated in this Agreement. Unless otherwise expressly stated in this Agreement, Seller disclaims all warranties and conditions, express or implied, including, but not limited to, the implied warranties and/or conditions of merchantability, satisfactory quality, fitness for a particular purpose, title, accuracy of data, non-infringement of third party rights and/or the quality and availability of technical support. Without limiting the foregoing, Seller makes no warranty or guarantee of any kind that the software or functions provided by Seller will be secure, timely, uninterrupted or error-free, or that any defects therewith will be corrected; or that Domain Name(s) provided by Seller will meet Purchaser’s requirements or expectations.
Indemnification. Purchaser agrees to indemnify and hold Seller harmless from and against any liability, loss, claim, demand or damage, including costs and attorneys’ fees, resulting from or based on any infringement, violation, breach or default of this Agreement, including without limitation the warranties contained herein. Seller agrees to indemnify and hold Purchaser harmless from and against any liability, loss, claim, demand or damage, including costs and attorneys’ fees, resulting from or based on any infringement or violation claims made against Purchaser that arise from Purchaser’s performance of its obligations under this Agreement.
Entire Agreement. These terms and conditions of sale constitute the whole Agreement between Purchaser and Seller concerning the Domain Name and/or Domain Name Sale and Transfer, except as specifically agreed to by the Parties under a separate written agreement. This Agreement supersedes and completely replaces any and all prior agreements, either oral or written, with respect to the purchase of the Domain Name. All Parties to this Agreement acknowledge that no other agreement, statement, promise or representation, orally or otherwise, not contained herein shall be valid or binding.
Binding Effect. The Parties agree the obligations and conditions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the Parties and their respective successors, heirs, legal representatives and assigns, including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business, assets and/or domain names of a Party.
Severability. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, unlawful, void or for any reason unenforceable, then that provision will be deemed severable from this Agreement, and all remaining provisions hereunder will be valid and enforceable without being impaired or invalidated in any way.
No Waiver. Either Party’s delay or failure in exercising or enforcing any right under this Agreement, and no partial or single exercise of any right, shall be deemed to constitute a waiver of any such right or any other right under this Agreement.
Governing Law and Venue. This Agreement shall be deemed to have been made and entered into in the State of Missouri. The Parties agree that this Agreement shall be governed, construed and interpreted by, through and under the laws of the State of Missouri. Each Party hereby consents and subjects itself to the personal and subject matter jurisdiction of the State of Missouri and the Missouri courts with respect to any claim or cause of action arising out of this Agreement.
Descriptive Headings. The descriptive paragraph and article headings contained herein are for used only for the convenience of reference and are not intended to modify, alter or affect the interpretation of, or determination of rights or obligations, under this Agreement.
Construction. The pronouns used herein shall include, where appropriate, either gender or both, singular and plural.
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Photocopies, signatures reproduced by mechanical, digital or other means, and/or transmittal of signature pages by e-mail, facsimile or other electronic means may be used in place of original copies.