These terms and conditions of use (this "Agreement") are by and between DomainAgency, (a California company) and You, Your heirs, agents, successors and assigns ("You" and "Your(s)"), each side a "Party" and together, "the Parties". This Agreement sets forth the terms and conditions of Your purchase or sale of one or more Internet domain names (each, a Domain Name.) with DomainAgency or use of other services (the .Services.) offered on www.DomainAgency.com (.the Website.), a website operated by DomainAgency, and explains DomainAgency's obligations to You and Your obligations to DomainAgency concerning the Services.
BY USING THE SERVICES, SUBMITTING REGISTRATION INFORMATION, BY AGREEING TO PURCHASE THE DOMAIN(S) AND ACCEPTING OWERSHIP OF THE "THE DOMAIN (S)" AND/OR EXECUTING THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT (AS AMENDED FROM TIME TO TIME BY DOMAINAGENCY IN ITS SOLE AND ABSOLUTE DISCRETION). IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT, DO NOT INDICATE YOUR ACCEPTANCE AND DO NOT USE ANY OF THE SERVICES. BY CONTINUING TO USE THE SERVICES OFFERED BY DOMAINAGENCY FOLLOWING A CHANGE TO THIS AGREEMENT, YOU ARE ACCEPTING AND AGREEING TO THE CHANGE.
WHEREAS, DomainAgency provides a service through the Website that displays a DomainAgency web page that DomainAgency owns or controls to users who wish to buy, sell or obtain other services offered on this Website; and
WHEREAS, You wish to obtain one or more of the Services;
NOW, THEREFORE, in consideration of the mutual promises, benefits and covenants contained herein and for other good and valuable consideration herewith, the receipt, adequacy and sufficiency of which are hereby acknowledged, DomainAgency and You, intending to be legally bound, hereby agree as follows:
TERM OF AGREEMENT; MODIFICATION; TERMINATION
You agree that DomainAgency may modify this Agreement and the Services from time to time. You agree to be bound by any changes DomainAgency may reasonably make to this Agreement when such changes are made. If You have used or purchased Services from DomainAgency, the term of this Agreement shall continue in full force and effect as long as You take advantage of and use the Services. You agree that DomainAgency shall not be bound by any representations made by third parties who You may use to purchase Services from DomainAgency, and that any statement of a general nature, which may be posted on the Website or contained in DomainAgency's promotional materials, will not bind DomainAgency. DomainAgency may, at times, offer certain promotions with different charges and features. DomainAgency may, in its sole discretion, add, delete or change any of the services provided or fees charged by DomainAgency. These will be binding on the date that they become effective, similar to any other revision that is made to this Agreement.
You agree that DomainAgency may, in its sole discretion, terminate this Agreement, or any commercial activity or other use of the Services provided by DomainAgency under this Agreement immediately and without any notice. Without limiting the foregoing, DomainAgency may terminate this Agreement (a) if DomainAgency determines in its sole discretion that You have acted inconsistently with the obligations or the spirit of this Agreement or of other DomainAgency policies; (b) if DomainAgency determines in its sole discretion that You have infringed upon or tried to infringe upon the proprietary rights of others; or (c) if any information that You have provided DomainAgency is found in DomainAgency’s sole discretion to be false or that DomainAgency has been unable to authenticate or verify the veracity of such information.
Only adults who can form legally binding contracts under applicable law can actively participate in the activities conducted through DomainAgency. By completing the registration information, by opening an account with DomainAgency, or otherwise participating in commercial activity conducted through the Website, You certify that You are 18 years of age or older, are competent to assume legally-binding obligations, and have the resources available to honor those obligations that You undertake. DomainAgency reserves the right to refuse, limit or restrict any of the Services for any reason, at any time, and in its sole discretion.
INFORMATION AND PRIVACY
ACCURATE INFORMATION; VERIFICATION
You agree to maintain accurate information by providing updates to the Website as needed while You are using the Services. You agree that You will notify DomainAgency within five (5) business days when any change of the information You provided as part of the application and/or registration process changes. Failure by You, for whatever reason, to respond within five (5) business days to any inquiries made by DomainAgency to determine the validity or accuracy of information provided by You will constitute a material breach of this Agreement.
DomainAgency has no control over, and specifically disclaims any responsibility for, the accuracy, quality or legality of advertised third-party Domain Names (including but not limited to the validity of any trademark or other intellectual property rights thereto), the truth or the accuracy of the listings, the right or the ability of the listed seller to transfer the Domain Name or the ability of a buyer to consummate a Domain Name transaction. DomainAgency cannot and does not control whether or not third-party seller(s) will complete a transaction. Additional risks arise out of dealings with foreign nationals, underage persons or people acting under false pretenses or making deceitful representations, all of which are borne solely by the buyer or seller, as appropriate. DomainAgency does not verify or guarantee that users who access the Website are who they claim to be. DomainAgency encourages You to exercise reasonable, safe business practices as You would with any other commercial activity.
NO UNLAWFUL CONDUCT OR IMPROPER USE
As a condition of Your use of the Services, You agree not to use them for any purpose that is unlawful or prohibited by this Agreement, and You agree to comply with any applicable local, state, federal and international laws, government rules or requirements. You agree that You will not be entitled to a refund of any fees paid to DomainAgency or to a third party for any Services if, for any reason, DomainAgency takes corrective action with respect to Your improper or illegal use of the Services.
DomainAgency reserves the right at all times to disclose any information it deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post, or to remove any information or materials, in whole or in part, in DomainAgency’s sole discretion.
DomainAgency has the right, but not the obligation, to monitor Your use of the Services and may cancel the Services in its sole discretion. DomainAgency reserves the right to terminate Your access to the Services at any time, without notice, for any reason whatsoever.
DomainAgency reserves the right to terminate Services if Your usage of the Services results in, or is the subject of, legal action or threatened legal action, against DomainAgency or any of its affiliates or partners, without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit. DomainAgency may review every account for excessive space and bandwidth utilization and to terminate or apply additional fees to those accounts that exceed allowed levels, as determined by DomainAgency in its sole discretion.
,Except as set forth below, DomainAgency may also cancel Your use of the Services immediately and without notice if You are using the Services, as determined by DomainAgency in its sole discretion, in association with spam or morally objectionable or illegal activities. Morally objectionable or illegal activities will include, but not be limited to: activities designed to defame, embarrass, harm, abuse, threaten, slander or harass third parties; activities prohibited by the laws of the United States and/or foreign territories in which You conduct business; activities designed to encourage unlawful behavior by others, such as hate crimes, terrorism and child pornography; activities that are tortious, vulgar, obscene, invasive of the privacy of a third party, racially, ethnically, or otherwise objectionable; activities designed to impersonate the identity of a third party; illegal access to other computers or networks (i.e., hacking); distribution of Internet viruses or similar destructive activities; and activities designed to harm or use unethically minors in any way.
You agree that DomainAgency, or its third-party licensors, holds all rights, title and interest in the Services and all intellectual property related therewith, including other rights related to intangible property, unless otherwise indicated. You acknowledge that no title or interest in such intellectual property rights is being transferred to You and You agree to make no claim of an interest in or to any aspect of the Services.
You understand and agree that all content and materials contained in this Agreement, other policies, the Website, and any affiliated websites, are protected by the various copyright, patent, trademark, service mark and trade secret laws of the United States, as well as any other applicable proprietary rights and laws, and that DomainAgency or its third-party licensors expressly reserves its rights in and to all such content and materials. You further understand and agree that You are prohibited from using, in any manner whatsoever, any of the content or materials described above without the express written permission of DomainAgency or its licensors. No license or right under any copyright, patent, trademark, service mark or other proprietary right or license is granted to You or conferred upon You by this Agreement or otherwise.
If You hold or assert any trademark, copyright, or other intellectual property right in or to a Domain Name, or any portion thereof, that is the subject of this Agreement, You do so on Your own behalf and not on behalf of any other person and You hereby waive and forever release DomainAgency and its third-party service providers, parents, subsidiaries, successors, assigns, attorneys, contractors, agents, employees, officers, directors, shareholders, and affiliates (collectively, the .DomainAgency Related Parties.) from any and all claims arising from such rights. To the extent that such waiver and release of claims is determined to be invalid in whole or in part for any reason, You agree that Your remedy in any dispute with DomainAgency shall be limited to return of the price You paid for the Domain Name that is the subject of this Agreement.
REPRESENTATIONS AND WARRANTIES
You, or the individuals who electronically execute this Agreement on Your behalf, hereby represent and warrant that they have the right, power, legal capacity and appropriate authority to enter into this Agreement, and that they own and have not transferred to any other person or entity any of the rights, claims or interests that are the subject of this Agreement. You represent and warrant that You are 18 years of age or older, or that You have an agent authorized by law to represent You who is 18 years of age or older who is entering into this Agreement on Your behalf. You warrant that each action You take is being done in good faith and that You have no knowledge that Your actions in connection with using the Services infringe upon or conflict with the legal rights of a third party or a third party's trademark, trade name, copyright or other intellectual property right.
LIMITATION OF LIABILITY
IN NO EVENT SHALL DOMAINAGENCY BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT,INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT OR GOODWILL, FOR ANY MATTER, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTIES, EITHER EXPRESS OR IMPLIED, ANY BREACH OF THIS AGREEMENT OR ITS INCORPORATED AGREEMENTS AND POLICIES, YOUR INABILITY TO USE THE SERVICES OR ANY RELATED SOFTWARE, YOUR LOSS OF DATA OR FILES OR OTHERWISE, EVEN IF DOMAINAGENCY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Some states may not allow such a broad exclusion or limitation on liability for damages as contained herein. In such states, the foregoing limitation of liability shall be restricted only to the extent required by law. You agree that in no event shall DomainAgency's maximum aggregate liability exceed the total amount paid by You for the particular Service in dispute purchased from DomainAgency.
DISCLAIMER OF WARRANTIES
ALL PRODUCTS, SERVICES, INFORMATION, AND DATA PROVIDED TO YOU UNDER THIS AGREEMENT ARE PROVIDED "AS IS" AND "WHERE IS" AND WITHOUT ANY WARRANTY OF ANY KIND. DOMAINAGENCY EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND THE QUALITY AND AVAILABILITY OF TECHNICAL SUPPORT. DOMAINAGENCY ASSUMES NO RESPONSIBILITY AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY AFFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY IN CONNECTION WITH ACCESS TO OR USE OF SERVICES UNDER THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, DOMAINAGENCY FURTHER DISCLAIMS ANY WARRANTY THAT THE FUNCTIONS OR SERVICES PROVIDED BY DOMAINAGENCY WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE, OR THAT ANY DEFECTS THEREWITH WILL BE CORRECTED; THAT THE SERVICES PROVIDED BY DOMAINAGENCY WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; THAT THE SERVICES PROVIDED BY DOMAINAGENCY UNDER THIS AGREEMENT WILL OPERATE IN COMBINATION WITH ANY SPECIFIC HARDWARE, SOFTWARE, SYSTEM OR DATA; OR THAT YOU WILL RECEIVE NOTIFICATIONS, REMINDERS OR ALERTS FOR ANY EVENTS FROM DOMAINAGENCY. YOU ACKNOWLEDGE THAT DOMAINAGENCY CANNOT AND DOES NOT CHECK TO SEE WHETHER ANY SERVICES OR YOUR USE OF THE SERVICES UNDER THIS AGREEMENT INFRINGE THE LEGAL RIGHTS OF OTHERS.
You, at Your own expense, will indemnify, defend and hold harmless DomainAgency and the DomainAgency Related Parties against any claim, suit, action, or other proceeding brought against DomainAgency or any DomainAgency Related Party by You or any third party based on or arising from any claim or alleged claim arising out of: any claim or alleged claim arising from this Agreement; a third-party claim that a Domain Name infringes any copyright, trade secret, trademark or other intellectual property right of a third party; or Your use of the Services in any manner inconsistent with or in breach of this Agreement. You will not enter into a settlement or compromise of any such claim without DomainAgency's prior written consent, which shall not be unreasonably withheld. Your obligation under this section extends to any and all costs, damages, and expenses, including, but not limited to, actual attorneys' fees and costs awarded against or otherwise incurred by DomainAgency in connection with or arising from any claim, suit, action or proceeding.
No Party shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement through failure to act, delay in action, or otherwise, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such Party; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given. No waiver of any provision of this Agreement shall be deemed to constitute a waiver of any other provision (whether or not similar), nor shall such waiver constitute a waiver or continuing waiver unless otherwise expressly provided in writing duly executed and delivered.
CHOICE OF LAW; FORUM
This Agreement shall be interpreted and enforced in accordance with the laws of the State of California, without regard to California’s laws on the choice of law. The Parties agree that any action relating to this Agreement is subject to the exclusive jurisdiction of the federal and state courts of the State of California, and further agree to proper venue in those courts. The prevailing Party in any such action shall be entitled to recover its reasonable attorneys' fees, costs and disbursements incurred in connection therewith.
Any notice or other communication required or permitted to be delivered to DomainAgency under this Agreement shall be in writing and deemed properly delivered by certified mail, return receipt requested, to DomainAgency.
Any notice or other communication required or permitted to be delivered to You by DomainAgency under this Agreement shall be deemed properly delivered by e-mail to the contact address that You have provided to DomainAgency.
ENTIRE AGREEMENT; MERGER; SEVERABILITY
This Agreement, incorporating any other applicable DomainAgency policies and any modifications that may be made hereto, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes any prior agreements, representations, statements, negotiations, understandings, proposals or undertakings, oral or written, with respect to the subject matter expressly set forth herein. There are no representations, warranties, conditions or other agreements, express or implied, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth herein. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, each Party agrees that such provision shall be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.
Terms of Sale
Buyer represents that it does not hold or assert any trademark, trade name, copyright, or other intellectual property right in or to the Domain Name(s), or any portion thereof, that is the subject of these Terms of Sale. In the alternative, if Buyer does now or intends to in the future hold or assert such rights, Buyer does, on its own behalf, and on behalf of any person Buyer represents, hereby waives any such claims and forever releases DomainAgency and the DomainAgency Related Parties from any and all claims arising from such rights. To the extent that such waiver and release of claims is determined to be invalid in whole or in part for any reason, Buyer agrees that its remedy in any dispute with DomainAgency shall be limited to return of the price Buyer paid for the Domain Name that is the subject of these Terms of Sale.
Buyer represents that it does not act on behalf of any other person asserting such rights.
DomainAgency reserves the right to rescind and/or make null and void the sale of any Domain Name(s) if Buyer fails to take control of the Domain Name(s), in accordance with the instructions provided, within 24 hours of the sale of the Domain Name(s) and/ or takes control of the domain but does not execute payment within 24 hours of taking ownership. ALL DOMAIN NAME SALES ARE FINAL and may be subject to prior sale.
All correspondence to DomainAgency should be addressed to MCB, In care of DomainAgency, PO BOX 1061, Alhambra, California, 91802. This Agreement shall be interpreted and enforced in accordance with the laws of the State of California, without regard to California's laws on the choice of law. The Parties agree that any action relating to this Agreement is subject to the exclusive jurisdiction of the federal and state courts of the State of California, and further agree to proper venue in those courts. The prevailing Party in any such action shall be entitled to recover its reasonable attorneys' fees, costs and disbursements incurred in connection therewith.
Terms & Definitions
Company Name/Legal Owner (Registrant of Record):
The Legal Owner is the legal registrant of a domain name. Use your full company or organization name as the Legal Owner. If there is no company name, you may use the personal name of the individual registrant, thus you would enter the same name in the Legal Owner field that you entered in the first name and last name fields.
If at a later time you wish to change the Legal Owner you must pay a small fee levied by the registrar, not DomainAgency, and complete a formal transfer request. All other contact information may be changed at any time via tools provided by the registrar.