Domain Broker Service Agreement
Last Revised: 22nd March 2021
PLEASE READ THIS AGREEMENT CAREFULLY, AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES.
This Domain Broker Service Agreement (this “Agreement”) is entered into by and between iNET B.V., a Dutch limited liability company, its affiliates and subsidiaries (“iNET”) and you, and is made effective as of the date of electronic acceptance. This Agreement sets forth the terms and conditions of your use of INET’s Domain Broker services (the “Domain Broker Services” or the “Services”). For the purposes of this Agreement, a person who wishes to purchase a registered domain name will be referred to as a “Buyer,” and a person who is the registrant that owns the registration to the domain name that the Buyer wishes to purchase will be referred to as a “Seller.”
Your electronic acceptance of this Agreement signifies that you have read, understand, acknowledge and agree to be bound by this Agreement, along with INET’s Universal Terms of Service Agreement, which is incorporated herein by reference.
The terms “we”, “us” or “our” shall refer to INET. The terms “you”, “your”, “User” or “customer” shall refer to any individual or entity who accepts this Agreement. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.
INET, in its sole and absolute discretion, may change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to the INET website (this “Site”). You acknowledge and agree that (i) INET may notify you of such changes or modifications by posting them to this Site and (ii) your use of this Site or the Services found at this Site after such changes or modifications have been made (as indicated by the “Last Revised” date at the top of this page) shall constitute your acceptance of this Agreement as last revised. If you do not agree to be bound by this Agreement as last revised, do not use (or continue to use) this Site or the Services found at this Site. In addition, INET may occasionally notify you of changes or modifications to this Agreement by email. It is therefore very important that you keep your account (“Account”) information, including your email address, current. INET assumes no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate or out-of-date email address.
2. DESCRIPTION OF SERVICES
The Services are provided to facilitate the buying and selling of currently registered domain names only, and not the purchase or sale of associated website content. INET provides a venue and a transaction facilitation process and will take a stated commission for each completed transaction. INET is not an escrow agent. As a result, INET does not guarantee the quality, safety or legality of many of the domain names. A Seller may elect to withdraw from negotiations at any time without any penalty up until the point in time when Seller has provided a verbal or written confirmation of an agreed upon purchase price, at which point the negotiation process is deemed to be complete.
You acknowledge and agree that your transaction will be handled by INET's “Transaction Assurance” process. INET will remit payment of the full agreed upon purchase price to the Seller within approximately 20 days after receiving funds from the Buyer, except in the event of a dispute or where the payment is suspected to be fraudulent, as determined by INET in its sole and absolute discretion.
By using INET's “Transaction Assurance” process, you authorize INET to perform tasks on your behalf in order to complete the transaction. In these transactions, INET acts as a transaction facilitator to help you buy and sell domain names. INET will not use your funds for its operating expenses or any other corporate purposes, and will not voluntarily make funds available to its creditors in the event of bankruptcy or for any other purpose. You acknowledge INET is not a bank and the service is a payment processing service rather than a banking service. You further acknowledge INET is not acting as a trustee, fiduciary or escrow with respect to your funds.
Except under the limited circumstances expressly set forth in Section 8 below, INET is not responsible and disclaims all liability in the event that the domain name transaction fails to complete due to breach by either the Buyer or the Seller of its respective obligations. Buyer acknowledges and agrees that Buyer does not obtain any rights in the registration of a domain name until the transaction is complete.
In all transactions, where the domain name is registered to INET, domain names purchased through the Services may not be transferred away from INET to another registrar for a period of sixty (60) days following the Change of Ownership date.
FOR THE PURPOSE OF FACILITATING THE CHANGE OF REGISTRANT INFORMATION DURING AND AFTER THE SALE OF ANY DOMAIN NAME, WHETHER AS BUYER OR SELLER, AND IN ACCORDANCE WITH ICANN'S CHANGE OF REGISTRANT POLICY, YOU AGREE TO APPOINT INET AS YOUR DESIGNATED AGENT FOR THE SOLE PURPOSE OF EXPLICITLY CONSENTING TO MATERIAL CHANGES OF REGISTRATION CONTACT INFORMATION ON YOUR BEHALF. AS DEFINED IN ICANN’S CHANGE OF REGISTRANT POLICY, A “DESIGNATED AGENT” MEANS AN INDIVIDUAL OR ENTITY THAT THE PRIOR REGISTRANT OR NEW REGISTRANT EXPLICITLY AUTHORIZES TO APPROVE A CHANGE OF REGISTRANT REQUEST ON ITS BEHALF.
3. YOUR OBLIGATIONS (APPLICABLE TO BOTH SELLER AND BUYER)
You agree to thoroughly, accurately and honestly complete all forms and requests for information provided by INET throughout the process. You agree INET will not be responsible for any false or misleading information you provide, whether intentionally or unintentionally.
You agree to notify INET within five (5) business days when any of the information you provided changes. It is your responsibility to keep this information in a current and accurate status. Failure by you, for whatever reason, to provide INET with accurate and reliable information on an initial and continual basis, shall be considered a material breach of this Agreement. Failure by you, for whatever reason, to respond within five (5) business days to any inquiries made by INET to determine the validity of information provided by you, shall also be considered a material breach of this Agreement.
Both Buyer and Seller are obligated to complete the transaction after they mutually agree to a price for the domain(s). Both Buyer and Seller specifically authorize and direct INET to act as their Designated Agent to facilitate the transfer of the domain(s).
4. PROVISIONS SPECIFIC TO SELLER
As a Seller, You may use the Services to list domain names to which you have ownership rights for sale and are able to transfer in accordance with your obligations under this Agreement. By using the Services for such purposes, You represent and warrant that:
- You have all rights, titles and interests in the domain name necessary to complete the transaction;
- You have the ability to transfer the domain name free and clear of any obligations, liabilities, liens or encumbrances;
- The domain name does not infringe on the intellectual property rights of anyone else; and
- You have the right to transfer the domain name in accordance with your obligations under this Agreement.
You agree not to sell any domain name to any Buyer found through the Services without using the Services to complete the transaction. Should INET find that you are circumventing the Services, INET reserves the right to terminate your account and cancel all of your listings.
You are obligated to complete the transaction if Buyer commits to purchase the domain name through a fixed, agreed upon price. Should you fail to complete the transaction for any reason (including, but not limited to, failing to move the domain name to INET's account if Buyer commits to purchase the domain name through a fixed, agreed upon price, INET reserves the right to (i) charge you a fee or (ii) terminate your account (as determined by INET in its sole and absolute discretion).
You hereby authorize INET to initiate and post (i) credit (positive) entries for payments to the Deposit Account and (ii) debit (negative) entries to the Deposit Account to reverse erroneous payments and/or make adjustments to incorrect payments. You acknowledge and agree that the amount initiated and posted to the Deposit Account will represent payment for domain names sold using the Services. If the domain name sold is registered with INET and eligible for transfer from Seller to Buyer via INET's change of account (“COA”) process, INET will initiate the payment of proceeds approximately five (5) days after receipt of Buyer’s funds. If the domain name sold is not registered with INET, INET will initiate the payment of proceeds approximately twenty (20) days after receipt of Buyer’s funds. In either event, you acknowledge and agree that there may be a delay of several days between the time that INET initiates the payment of proceeds and the time that the proceeds are actually posted to the Deposit Account, and INET expressly disclaims any liability or responsibility regarding the same.
The authority granted to INET by the Deposit Account owner herein will remain in full force and effect until INET has received written notification from the Deposit Account owner that such authority has been revoked, but in any event, such writing shall be provided in such a manner as to afford INET a reasonable opportunity to act on such revocation, or until INET has sent notice to terminate this Agreement
INET will not release the domain name to Buyer until receipt of confirmation that the funds have been verified.
5. PROVISIONS SPECIFIC TO BUYER
As a Buyer, You are required to deposit the mutually agreed-upon price and Buyer's broker premium, as established by INET, as soon as practical after you and the Seller reach an agreement, but in no event later than five (5) business days after you and the seller have agreed to a price. Once you send payment, INET will hold those funds for a prescribed period of time based on the type of transaction, at which time INET will remit payment to the Seller. At no time will Buyer be able to withdraw those funds or send the funds to another recipient unless the initial transaction is cancelled. Should the seller refuse payment, the funds will be returned to Buyer. You agree INET is not responsible for breach of contract based upon Seller's refusal to accept the aforementioned mutually agreed to purchase price. In the event you and the Seller do not reach an agreement upon a purchase price, INET shall return any funds held by INET for the purchase of the domain to you as soon as commercially reasonably possible.
Buyer acknowledges and agrees that in no event shall INET refund the initial fee Buyer is required to pay to use the Services.
6. INET'S RIGHTS
In addition to any and all other rights reserved by INET in this Agreement, INET expressly reserves the right in its sole discretion to:
- Modify its pricing through email notification;
- Deny, cancel, terminate, suspend, lock, or modify access to your Services for unsolicited, commercial e-mailing (i.e., spam, sending email to subscribers who have not "opted-in"); illegal access to other computers or networks (i.e., hacking); distribution of internet viruses or similar destructive activities; non-payment of fees; activities designed to defame, embarrass, harm, abuse, threaten, slander or harass third parties; activities prohibited by the laws of the Netherlands 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; and activities designed to harm minors in any way, and other activities whether lawful or unlawful that INET determines, in its sole discretion, to be harmful to its other customers, operations, or reputation;
- Deny, cancel, terminate, suspend, lock, or modify access to your Services if your use of the Services results in, or is the subject of, legal action or threatened legal action, against INET 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; and
- Deny, cancel, terminate, suspend, lock, or modify access to your Services if you have not accessed or logged into it for ninety (90) days.
INET has no obligation to monitor the Services, but reserves the right to do so. INET reserves the right to edit the descriptions and comments on listings. You acknowledge and agree that INET shall have the right to make public certain information in connection with the sale or purchase of domains on the website, including but not limited to (a) the name of the domain name sold or purchased, (b) the sale or purchase price of the domain name sold or purchased, and (c) information relating to the timing of the sale or purchase.
7. REMEDIES AND RIGHT TO CANCEL
Without limiting other remedies, if:
- You breach this Agreement or any document incorporated by reference;
- INET determines your actions may pose a risk to INET or its users; or
- INET determines your use of the Services infringes on the intellectual property or legal rights of others.
INET may immediately:
- Warn its users of your actions;
- Place a hold on any pending transactions associated with your account(s);
- Limit funding sources and payments;
- Limit your access to your account(s) or to any functionality of your account(s); or
- Indefinitely suspend or close your account(s) and refuse to provide our Services to you.
In addition, INET reserves the right to hold funds beyond normal distribution periods for transactions it deems suspicious or for account(s) conducting high transaction volumes to ensure integrity of the funds. If INET closes your account(s), INET will provide notice and pay you all of the unrestricted funds in your account(s) due to you.
8. LIMITED WARRANTY FOR SOLD DOMAINS
Domain Broker Service sales will be guaranteed for payment by INET if the Buyer does not perform and if the Buyer is not an associated party of the Seller. In the event of a breach by the Buyer of any of its responsibilities related to payment under the completed sale, the Seller agrees to immediately transfer all of Seller’s right to the respective domain name to INET and INET agrees to pay Seller the final sales price less agreed upon commission. In the event of a breach by the Buyer of any of its responsibilities related to payment under the completed sale, the Seller agrees to immediately transfer all of Seller’s right to the respective domain name to INET and INET agrees to pay Seller the full agreed upon purchase price.
For purpose of this limited warranty, a “completed sale” means an accepted private Buy Now transaction for a domain name through Domain Broker Service on INET’s Site, combined with receipt of payment by INET and transfer of the domain name to INET control.
Notwithstanding anything to the contrary in this Agreement, INET expressly reserves the right in its sole discretion to opt out of the Limited Warranty for Sold Domains.
9. TITLES AND HEADINGS; INDEPENDENT COVENANTS; SEVERABILITY
The titles and headings of this Agreement are for convenience and ease of reference only and shall not be utilized in any way to construe or interpret the agreement of the parties as otherwise set forth herein. Each covenant and agreement in this Agreement shall be construed for all purposes to be a separate and independent covenant or agreement. If a court of competent jurisdiction holds any provision (or portion of a provision) of this Agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of this Agreement shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.
10. DEFINITIONS; CONFLICTS
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Universal Terms of Service Agreement. In the event there is a conflict between the provisions of this Agreement and the provisions of the Universal Terms of Service Agreement, the provisions of this Agreement shall control.