NameJet Buyer Agreement

NameJet Auction and Brokerage Buyer Agreement

DISCLAIMER

Updated: September 22, 2014

This web page and the other pages of NameJet Web.com, LLC ("NameJet") are provided by the NameJet as a service to the public. It is hoped that the information provided here will be helpful to readers in familiarizing themselves with the concept of domain names and the relation they have to intellectual property issues and how these issues may affect them. As legal advice must be tailored to the specific circumstances of each case, nothing provided herein should be used as a substitute for the advice of competent counsel. In addition, be aware that intellectual property law varies considerably from jurisdiction to jurisdiction. Therefore, some information in these web pages may not be correct as it pertains to your jurisdiction.

Information on this web site may contain inaccuracies or typographical errors. Information may be changed or updated without notice. This website does not constitute an offer or contract.

As a service to you, we may provide links to other web sites that we feel have relevant content. However, we make no representations whatsoever about other web sites that you may access through this one. When you access a non-NameJet website, please understand that it is independent from NameJet, and that NameJet has no control over the content on that web site. In addition, a link to a non- NameJet website does not mean that NameJet endorses or accepts any responsibility for the content, use or products and services made available through such web site.

IN NO EVENT WILL NAMEJET BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, SPECIAL OR OTHER CONSEQUENTIAL DAMAGES FOR ANY USE OF THIS WEB SITE, OR ANY OTHER HYPERLINKED WEB SITE, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA OR OTHERWISE, EVEN IF WE ARE EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

INFORMATION ON THIS WEBSITE IS PROVIDED "AS-IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

Auction/Brokerage Buyer Agreement

1. Objective:

   This agreement ("Agreement") outlines the terms by which a buyer ("Buyer") may participate in any live or online auction event or portion thereof ("Auction") or brokerage ("Private Sale") of domain names conducted by NameJet Web.com, LLC ("NameJet"). By clicking on the "Accept" button, or submitting a bid online or via email, Buyer expressly acknowledges that they have read, understood and accept the terms in this Agreement and understand the bid, offer, or counter offer, if accepted by the seller is legally binding agreement.

2. Term:

   This Agreement commences upon Buyer's express acceptance of the Agreement. The Agreement terminates at the end of the Auction or brokerage transaction, or when NameJet has delivered all domains purchased by Buyer at Auction or through a brokerage transaction to Buyer, whichever comes later.

3. Payments:

   A domain name purchased by Buyer during the Auction or brokerage transaction must be paid for in full within seven (7) business days of the close of the Auction. Payment must be remitted via wire transfer, cashier's check, or personal check. If payment is performed via personal check NameJet may delay delivery of the purchased domain name until such personal check clears. NameJet reserves the right to accept payment in any form other than those listed at NameJet' sole discretion.

4. Confidentiality:

   Except as otherwise provided in our Privacy Policy, NameJet will not share any personally identifying information gathered about Buyer unless legally compelled to do so. Notwithstanding the foregoing, NameJet reserves the right to share Buyer's bid alias and bids during the auction, and following the Auction may disclose the domain names sold and their final Auction prices.

5. NameJet Responsibilities:
   NameJet will:
   1. Auction or broker domain names and awards them to the highest qualified bidder at the close of bidding. A qualified bidder is one who in NameJet' sole discretion is determined to have the ability to fully comply with this Agreement.
   2. If Buyer is the highest qualified bidder for a certain domain name (the "Name"), work with Buyer to facilitate Buyer's payment to NameJet for the Name.
   3. If the Name is registered at a registrar controlled by NameJet, NameJet will provide Buyer with all reasonable assistance to manage the Name.
   4. Upon receipt of payment, NameJet will promptly deliver the Name to Buyer.
   5. Refrain from bidding during the Auction, either directly or via an agent, on domain names featured in the Auction.
   6. Proactively and aggressively work to prevent and/or contain any fraudulent activity related to the Auction.
6. Buyer Responsibilities:
   Buyer will:
   1. Affirm that they understand and agree that any bid, offer, or counter offer entered in the Auction or though NameJet bid form, make offer link, or email correspondence is a binding agreement to purchase the domain name bid upon at the price bid, and that Buyer agrees to be bound by his bid. A bid withdrawal or cancellation by a Buyer on a domain(s) offer price that has been accepted by the seller represents a breach and the buyer will be responsible for the commission fees normally paid by the seller. (See fees below)
   2. Agree that upon winning a Name, Buyer will promptly, within seven (7) business days, pay NameJet the full purchase price in a manner prescribed by NameJet.
   3. Affirm that at the time of placing the bid Buyer has sufficient resources available so that should Buyer's bid be accepted the transaction can be completed.
   4. If acting as an agent, Buyer represents that it has the authority to bind Buyer's principal to all terms contained in this Agreement and that a breach of this Agreement by Buyer's principal will be considered a breach by Buyer.
7. Warranties; Disclaimer of Warranties:
   1. NameJet warrants with respect to itself only that:
      1. It has the legal power and authority to enter into this Agreement;
      2. It will perform its obligations under this Agreement in a timely manner, in good faith and with all due skill and care;
      3. Its performance under this Agreement shall comply with all applicable laws, regulation and policy
   2. Buyer warrants with respect to itself only that:
      1. It has the legal power and authority to enter into this Agreement;
      2. It will perform its obligations under this Agreement in a timely manner, in good faith and with all due skill and care;
      3. To its knowledge, no action or relationship described or contemplated by this Agreement (including Buyer's ownership of a domain name purchased at the Auction) infringes, or will cause to be infringed, the intellectual property rights of any third person; and
      4. Its performance under this Agreement shall comply with all applicable laws, regulation and policy.
      5. By clicking on the "Accept" or "Submit" button, or submitting a bid online or via email, Buyer expressly acknowledges that they have read, understood and accept the terms in this Agreement and understand the bid, offer, or counter offer, if accepted by the seller is legally binding agreement.

   OTHER THAN THE EXPRESS WARRANTIES ABOVE, THE PARTIES ACKNOWLEDGE THE ADVANCED AND SPECULATIVE NATURE OF DOMAIN NAME SALES AND AUCTIONS AND UNDERSTAND THAT NO GUARANTEES OR WARRANTIES CAN BE MADE OR EXPECTED WITH RESPECT TO SUCH CONCEPT OR THE SERVICES CONTEMPLATED HEREIN. EACH PARTY THEREFORE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SERVICES PROVIDED UNDER THIS AGREEMENT, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR THE PARTICULAR PURPOSE, AND EACH PARTY AGREES THAT THERE ARE NO WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. IN PARTICULAR, NEITHER PARTY WARRANTS THAT THE PERFORMANCE OF THEIR PORTION OF THE AGREEMENT WILL BE UNINTERRUPTED OR ERROR-FREE.

8. Indemnification:
   1. Buyer agrees to indemnify, defend and hold harmless NameJet and its subsidiaries, parent companies, officers, directors, employees, agents, successors and assigns, at its expense, from any and all third party claims, actions, damages, liabilities, costs and expenses, including reasonable attorneys' fees and expenses, arising from or related to any breach of a warranty or failure to perform any covenants required of it under this Agreement.
   2. Procedure. The indemnified party will provide the indemnifying party with prompt and reasonable notice of the claim, allow the indemnifying party to conduct the defense or settlement of such a claim at the indemnifying party's sole expense and discretion, and provide reasonable cooperation with the indemnifying party in such defense or settlement; provided, however, that the indemnifying party will not settle any claim in a manner that does not unconditionally release the indemnified party or without obtaining the indemnified party's prior written consent, which consent will not be unreasonably withheld or delayed. The indemnified party will have the right to retain counsel of its own choosing and at its own expense.
9. LIMITATION OF LIABILITY:

   IN NO EVENT WILL EITHER PARTY BE LIABLE FOR SPECIAL, INDIRECT, INCIDENTAL, AND CONSEQUENTIAL OR PUNITIVE DAMAGES, LOSS OF BUSINESS, REVENUE OR PROFITS EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY'S MAXIMUM LIABILITY TO THE OTHER UNDER THIS CONTRACT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL THEORY, WILL BE THE RECOVERY OF ACTUAL, DIRECT DAMAGES UP TO A TOTAL OF THE WINNING BID AMOUNTS WITH RESPECT TO THE DOMAIN NAME(S) AT ISSUE.

10. Governing Law, Venue:

    This Agreement shall be governed by the laws of the United States of America and the State of Florida, without regard to conflict of laws principles, as if the Agreement was a contract wholly entered into and wholly performed within Duval County in the State of Florida. You agree that any judicial proceeding relating to or arising out of this Agreement or the Services shall be instituted only in a federal or state court of competent jurisdiction in Duval County in the State of Florida, and you consent to the personal jurisdiction of such court and waive the right to challenge the jurisdiction of such court on grounds of lack of personal jurisdiction or forum non conveniens or to otherwise seek a change of venue. You also agree to waive the right to trial by jury in any action that takes place relating to or arising out of this Agreement.

11. Modifications and Waivers:

    NameJet reserves the right to change any of these terms and conditions at any time without notice. Buyer is responsible for complying with any changes to the terms and conditions within ten (10) days of the date of change. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of these Terms of Service shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No failure or delay by NameJet in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law.

12. Miscellaneous:

    The parties are independent contractors and do not intend to create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties. This Agreement constitutes the entire understanding between the parties relating to the subject matter of this Agreement and supersedes all prior writings, negotiations or understandings with respect thereto. No modification or addition to this Agreement will have any effect except as set forth in Section 11. Notice must be given to NameJet at the address set forth on its web site and to Seller at the administrative address listed in the Seller's account. Notice will be deemed to have been received upon personal delivery (including confirmed fax), one day after mailing by nationally known overnight carrier or five days after mailing by certified mail, return receipt requested. The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section or in any way affect such section.

Sample standard agreements for Private Brokerage Sale & Auction Buyer Agreement:

Buyer Invoice for (domain) Escrow and Transfer

To:	Add your info here

Street:

City:

State:

ZIP:

Service	Cost
Domain Name Purchase :
Escrow, legal and Transaction service
Expedited Transfer service	Included
Buyer / Seller Signature: For PayPal/credit cards add 4% Credit Card Number # Exp. CVV2 Legal Name: Billing Add: Phone: Email: Wires - add $20 for Domestic or $25 for Foreign
Total Payment due on receipt

BUYER agrees to pay the total purchase price of $________(US Dollars) including escrow and legal fees for the Domain Name(s) as listed above to SELLER through its escrow account. Upon the completed payment to escrow, SELLER agrees to transfer domain name to Buyer through an escrow account identified by NameJet. When both the domain name and the funds have been received in escrow, Seller will wire funds to Current Registrant of Record as per the bank wire instructions sent via email by current registrant. SELLER will provide all reasonable cooperation to BUYER to ensure the swift transfer of the DOMAIN NAME.

BUYER agrees to indemnify and hold SELLER, its agents and affiliates, harmless from any and all liability or claims or controversies that may arise due to the sale of the DOMAIN NAME or which may arise out of or in connection with this agreement.

SELLER warrants and represents to BUYER that: 1) SELLER is the sole owner of all right, title and interest in the DOMAIN NAME; 2)the DOMAIN NAME is being transferred to BUYER free of any liens, encumbrances, restrictions, licenses, or security interests; 3) SELLER properly purchased and registered the DOMAIN NAME without committing fraud or misrepresentation; 4) The DOMAIN NAME does not infringe the rights of any third party; and 5) the DOMAIN NAME has not been, and is not currently, the subject of any litigation, claims, arbitration or other legal proceeding nor has the SELLER received any notice of any such pending items.

SELLER and BUYER both represent to the other that it has full authority to enter into this agreement and perform its terms. BUYER agrees to take control of the DOMAIN NAME and BUYER acknowledges it is solely responsible for renewing the DOMAIN NAME registration(s) with the registrar of record prior to the expiration date listed in "Whois". The registrar of record can be determined by contacting NameJet after transfer has been completed.

SELLER and BUYER acknowledge that NameJet, or another entity selected by NameJet, will become the legal owner and registrant of the DOMAIN NAME during the escrow process before reselling the DOMAIN NAME to the BUYER.

All correspondences to Buyer/Seller/Escrow Agent regarding this AGREEMENT should be addressed to:

NameJet

5335 Gate Parkway

Jacksonville, FL 32256

United States

Phone: 1-866-462-3572
Email: [email protected]

This agreement is subject to the laws of the State of Florida as per the Escrow Agent and Registrar location of business. Seller and Buyer agrees to waive questions of jurisdiction and venue and agrees that all disputes brought by Seller or Buyer shall be in the courts of Florida.

BUYER

Sign:

Name:

Date:

NameJet WEB.COM, LLC

Sign:

Name:

Date:

AUCTION PURCHASE AGREEMENT

This AUCTION PURCHASE AGREEMENT (this "Agreement") is made and entered into as of the date set forth on the signature page hereto by the person or entity set forth below under the heading "Buyer" on the signature page hereto (the "Buyer").

WHEREAS, Buyer has participated in a live or online auction of internet domain names, including a silent or extended online auction following a live auction (an "Auction"), conducted by NameJet Web.com, LLC ("NameJet") and

WHEREAS, Buyer desires to consummate the purchase of certain domain names for which it submitted the winning bid in an Auction.

NOW, THEREFORE, Buyer, intending to be legally bound, hereby agrees as follows:

1. Terms of Service. The Auction Terms of Service (the "Buyer Agreement") set forth in Schedule II (the "Terms of Service") are hereby incorporated into this Agreement as if such terms were specifically set forth herein. By executing this Agreement, Buyer hereby agrees to be bound by the Terms of Service. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Terms of Service.
2. Purchase and Sale.
   (a) In accordance with the Terms of Service, Buyer hereby purchases each of the domain names set forth on Schedule I (each a "Domain Name") for the aggregate purchase price (in United States Dollars) set forth opposite such Domain Name on Schedule I, which includes all applicable transaction fees (the "Purchase Price"). Each Domain Name so purchased by Buyer is purchased directly from the owner of such Domain Name (such person or entity, the "Seller"). The consummation of the sale of the Domain Name by the Seller and the purchase of such Domain Name by the Buyer is referred to as the "Closing of the Transaction".
   
   (b) In order to effectuate the foregoing, (i) Seller has agreed to cause the Domain Name(s) to be transferred to Buyer through NameJet, or a registrar approved by NameJet, and (ii) (A) if payment of the Purchase Price is being made by check or wire transfer, Buyer hereby agrees to remit the Purchase Price to U.S. Bank National Association, who shall serve as escrow agent for the holding and disbursement of the Purchase Price (in such capacity, the "Escrow Agent"), (B) if payment of the Purchase Price is being made by credit card, Buyer hereby agrees to have the Purchase Price charged to the credit card for which information is provided by Buyer on the signature page hereto and (C) if payment of the Purchase Price is being made by PayPal, Buyer hereby agrees to fund its PayPal account and authorizes the amount deposited to be transferred to NameJet's PayPal account. Once the Domain Name(s) have been secured by NameJet either in its restricted account or at another registrar, NameJet has verified the receipt of the Purchase Price with the Escrow Agent, or has verified the charge has gone through on the applicable credit card or in the appropriate PayPal account, and all other conditions to the Closing of the Transaction, if any, have been completed, (A) in the event payment of the Purchase Price is made by wire transfer or check, NameJet will authorize the Escrow Agent to pay the net proceeds for the sale of the Domain Name(s) to the Seller per the Seller's instructions and NameJet shall transfer the Domain Name(s) to the Buyer or (B) in the event payment of the Purchase Price is made by credit card or PayPal, NameJet will pay the net proceeds for the sale of the Domain Name(s) to the Seller per the Seller's instructions and will cause NameJet or another applicable registrar to transfer the Domain Name(s) to the Buyer.
3. Payment Instructions. In order to fulfill its obligations to pay the Purchase Price to the Seller in accordance with Section 2, Buyer must make payment in accordance with the following acceptable payment methods and instructions:

   Wire transfer - Please wire amounts using the instructions provided below and please be sure to add the domain name and the words "Live Auction" to the comment field of the wire transfer.

   PayPal/Credit Card - processed directly though the Payment Center/Add Funds section of your NameJet account. Limited to amounts under $5,000.

4. Third Party Beneficiary. The Seller shall be an intended third party beneficiary of this Agreement and Section 1 of the Terms of Service.
5. Entire Agreement. This Agreement, together with the Terms of Service, constitutes the entire agreement of Buyer and supersedes in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties with respect to the subject matter hereof.

* * * * *




IN WITNESS WHEREOF, the Buyer has executed this Auction Purchase Agreement as of the date set forth below.

BUYER: By:__________________________________ Name: Title: Address:______________________________ ______________________________ ______________________________ Date:_________________________________

Schedule I

Service	Cost
Domain Name Purchase
Transaction processing service	Included
Expedited transfer service	Included