Effective February 1, 2022
Article 1. Definitions
Client: The Provider, Rentor, Transferee or Rentee, as the case may be.
Contracting Services: the mediation Services provided by Contractor to Provider and/or Rentor and/or Transferee and/or Rentee, with the objective of assisting said Parties in entering into an agreement for the transfer and/or rental of domain names, as well as associated services and activities performed by the Contractor.
Contractor: My Name Inc.
Domain Name Price: the price agreed to under an agreement between the Parties for the transfer of a domain name to Transferee.
Lease to Own Agreement: (only applicable for domain name lease to own transactions): the agreement between the Provider, the Transferee and the Contractor that details the Domain Name Price and the schedule for payment thereof.
Parties: Contractor and the Client. In this respect, either party may individually be referred to as the “Party”.
Provider: the party offering a domain name for sale and/or selling a domain name to the Transferee.
Registrar Services: the Services provided by the Contractor to the Client with respect to registering a domain name, including associated services such as management of the respective domain name.
Registration Agreement: the agreement between Client and Contractor that governs the Registrar Services provided to the Client by the Contractor.
Rental Agreement: (only applicable for domain name rental transactions): the agreement between the Contractor, Rentor and the Rentee regarding the rental of a domain name.
Rentee: the party wishing to rent or who rents a domain name from the Rentor.
Rentor: the party offering to rent or who rents a domain name to the Rentee.
Services: all services provided by Contractor to the Client. This includes Contracting Services and Registrar Services.
Third Party: a party with which the Contractor does not have a contractual relationship.
Transferee: the party wishing to acquire or who acquires a domain name from the Provider.
User: the user of the Website (as defined below).
Article 2. Applicability
2.1 The Terms apply to any use of the Website (through any communication service whatsoever) and to all Services provided by the Contractor. Separate agreements and additional policies may apply to certain Services and are in addition to (not in lieu of) these Terms.
2.2 The Terms are also applicable to contracts with the Contractor, for which Third Parties are involved by the Contractor to carry out the contract.
2.3 These Terms may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed by the Contractor.
2.4 If any provision of the Terms is determined to be invalid, illegal, annulled or incapable of being enforced by rule, law, or public policy, the remaining provisions of the Terms remain in full force and effect. Upon such determination, the parties will then consult in good faith in order to agree on new provisions to replace the invalid provisions, while the purpose and intent of the original provisions are observed to their fullest extent.
2.5 The Contractor’s failure to require strict compliance with the Terms by the Client, or to assert any of its rights under the Terms, does not mean that the Contractor to any degree would forfeit its right to demand strict compliance with the provisions of the Terms or would otherwise constitute a waiver of Contractor’s rights under the Terms.
2.6 The Contractor is at all times entitled to unilaterally amend these Terms. Any such changes will take effect on the date such amendments are communicated to the Client, or upon Client’s first use of the Website and/or the Services, whichever occurs earlier.
Article 3. Contractor and its Services
3.1 Contractor is located at 3267 Bee Cave Rd., Ste. 107-186, Austin, TX 78746. Contractor is responsible for exploiting the Website. Please refer to Contractor should you have any questions or queries with respect to the Website.
3.2 The Contractor operates the Website. The Website offers a platform on which a User can:
- offer domain names for sale,
- search for, view, purchase, lease or rent available domain names;
- acquire Contracting Services from the Contractor (including customer support services pre and post transaction);
- acquire Registrar Services from the Contractor (see B: Registrar Services).
3.3 In performing the Services as referred to above under (1), (2), (3), and (4), the Contractor facilitates the handling and executing of an agreement to transfer a domain name (either through ownership transfer or transfer of associated rights, such as lease or rental) between the Provider, the Transferee and/or Third Parties. The Contractor enables the communication between these parties and facilitates the transfer of the domain name after payment or the availability to the DNS of a domain name in case of a Lease to Own Agreement or Rental Agreement. For the avoidance of doubt, except for its role as a depositing party (i.e., the entity holding title to the domain name) under the Lease to Own Agreement or Rental Agreement, Contractor is not a party to any such agreement among the Provider, the Transferee and/or third Parties, and Contractor assumes no liability and bears no responsibility in respect of any such agreement.
3.4 Parties acknowledge and agree that the Contractor cannot exercise any rights to and therefore has no influence on the actual state of the domain name, including the accessibility of the domain name offered by the Provider. Contractor does not make any guarantees or warranties with respect to the domain name. In case of a dispute with respect to the domain name, Provider and the Transferee shall resolve such dispute between themselves. Contractor may provide facilitating services, at its sole discretion, in order to help Provider and Transferee resolve their dispute amicably.
3.5 Provider and Transferee will enter into a separate agreement when either the Provider or Transferee has accepted the last offer made by the Transferee or Provider on the domain name of the Provider. Notwithstanding the foregoing, a binding agreement will be deemed to have been entered into between Transferee and the Provider if the Transferee initiates a purchase via the so called “buy now”, “lease to own” or “rental” options.
3.6 In exchange for the Services, Contractor is entitled to a commission fee from Provider, payable upon execution of the respective agreement between the Provider and Transferee. Contractor shall transfer the associated payment with a deduction of the applicable commission fee from the Domain Name Price.
3.7 If the Provider and the Transferee have agreed on a Domain Name Price in a Lease to Own Agreement or Rental Agreement, the Parties shall enter into a Lease to Own Agreement or Rental Agreement, which shall be sent to the Transferee. The Provider will deliver the domain name under retention of title to Contractor, and Contractor shall hold the domain name until the Transferee has paid the full agreed Domain Name Price in accordance with the Lease to Own Agreement. While the Lease to Own Agreement is in effect, the Contractor maintains the domain name on behalf of the Provider and Transferee. Contractor does not, however, accept any liability, nor does it provide any warranty or guarantee other than that it will hold the title in the domain name for the duration of the Lease to Own Agreement. The Transferee may use the domain name under the conditions as set out in the Lease to Own Agreement until the transfer has taken place.
3.8 The Contractor shall at all times retain the right to cancel and/or terminate any Lease to Own Agreement and/or payment of the Domain Name Price if the Contractor believes this to be reasonably necessary (in its sole discretion), without any right of restitution of instalment(s) already paid and/or payment of any damages (whether direct or indirect). For the avoidance of doubt, if a Lease to Own Agreement is cancelled and/or terminated for whatever reason, the Lease to Own Agreement will retroactively be considered to have been a Rental Agreement, and all instalments paid are to be considered as rent, and Transferee shall not be entitled to restitution of any installment payments.
3.9 When the applicable contractual and other requirements described herein are met, the Contractor will complete the transaction of the domain name transfer and/or Domain Name Price in accordance with its own procedures. Parties acknowledge and agree that the Contractor is not a payment provider and that Contractor does not make any warranties in that respect. In order to effectuate the transfer of payments, Contractor uses the services of a third party payment provider. The terms and conditions of the third party payment provider shall apply to such payments.
3.10 The Contractor shall at all times be entitled to transfer or assign its rights and obligations under the agreements relating to the Services to one of its group companies or its other appointed third parties and to amend its Services unilaterally. The Client can only transfer or assign its rights and obligations from the agreement(s) upon prior written consent from the Contractor.
3.11 Provider/Rentor hereby appoints Contractor as its agent for the limited purpose of receiving payments from Transferees/Rentees. The Provider/Rentor agrees that the full payment of the Domain Name Price to Contractor, or monthly instalment or rental payment (in the case of a Lease to Own Agreement or Rental Agreement), constitutes final payment to Provider/Rentor extinguishing the Transferee’s/Rentee’s payment obligation to the Provider/Rentor as if the Transferee/Rentee had paid the Provider/Rentor directly, even if payment is not received by Provider/Rentor from Contractor. Contractor, not the Transferee/Rentee, is solely liable to the Provider/Rentor if Contractor fails to remit payments received from Transferee/Rentee to the Provider/Rentor.
3.12 In the case of a domain name purchase, Contractor shall retain the funds received in connection with a domain name purchase until successful transfer of the domain name to the Transferee. In connection with the Lease to Own Agreement or Rental Agreement, Contractor shall retain the first monthly instalment or rental payment until successful transfer of the domain name to Contractor. If you are a Transferee/Rentee, you acknowledge and agree that Contractor is not holding funds on your behalf. If you are a Provider/Rentor, you acknowledge and agree that you have requested that the settlement of funds to you be delayed as provided in this Clause 3.12. Nothing in this Clause 3.12 shall affect the fact that the Transferee’s or Rentee’s payment obligation for the domain name is fully satisfied upon receipt of funds by Contractor as set forth in Clause 3.11.
Article 4. Rights and Obligations of the Client
4.1 Client represents and warrants that it (i) has the full authority and all rights necessary to enter into and fully perform all if its obligations under these Terms; (ii) will not infringe the patent, copyright, trademark, trade secret, right of publicity, or other intellectual property or proprietary right of any third party in its use of the Website or the Services; (iii) will comply with these Terms and all applicable laws, rules, and regulations in its use of the Website and Services; (iv) will not attempt to gain unauthorized access to another network or server; (v) will not disrupt, interfere with, damage, limit the function of, or suspend the use of, this Website or Services, including, without limitation, through the use, delivery or transmission of any viruses, harmful code, unsolicited emails, Trojan horses or any other computer programming routines that are intended to disrupt, damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; and (vi) will not perform any false, abusive or fraudulent activity.
4.2 If an agreement is reached between the Provider and the Transferee with respect to a domain name, the Provider and the Transferee will undertake to provide full cooperation to the Contractor so that the Contractor can facilitate the transfer of the domain name. Upon verification of receipt of the applicable Domain Name Price, Contractor shall transfer the domain name to Transferee. If the Provider and the Transferee have agreed to a Lease to Own Agreement regarding the Domain Name Price, the domain name shall be transferred upon securing the total Domain Name Price in accordance with the conditions as set out in the applicable Lease to Own Agreement.
4.3 Contractor shall invoice the Client upon providing the Services. Parties agree that separate payment and/or billing instructions may apply or be entered into by way of a separate agreement (including a Rental Agreement or Lease to Own Agreement). In case of a domain name transfer between two companies, the Transferee shall submit its business information (including address and VAT reference number, if applicable) to the Contractor in order for Contractor to generate the invoice.
4.4 If the Contractor, for whatever reason, is unable to carry out its work or perform the Services, Contractor shall cancel the Services or, in its sole discretion, work in good faith with the Client(s) to reach a mutually agreed to solution for all Parties involved with respect to such Services.
4.5 If the Client has not fulfilled its obligations under the respective agreement(s), Contractor shall not be obligated to proceed with the transfer of the domain name. In that event, Client will be considered to be in default (“Default”) with immediate effect, without the need to be provided with a notice of default or a term to remedy the breach. Without limiting any other rights or remedies that Contractor may have, the Contractor is entitled to cancel the transaction and/or terminate the respective agreement(s) with immediate effect, without being liable for any direct or indirect damages to the Client.
4.6 The Client must provide the Contractor with correct and valid contact information, including Client’s email address. Client acknowledges and agrees that it is Client’s own responsibility to provide Contractor with valid contact information and a valid email address, and to update this information as often as may be reasonably necessary. Client cannot hold Contractor liable for any missed communication or any negative effects resulting from such missed communication, if such communication was sent to invalid or outdated contact details of the Client.
4.7 Payment of any costs or charges should always be made in the manner and within the period as stated on the invoice and in the currency as provided in said invoice, unless explicitly specified otherwise by the Contractor.
4.8 In case of a disputed invoice by the Client, Client shall inform the Contractor of its objections within 3 days after the date of invoice by means of a written appeal transmitted via email or electronic form. If the Client has not disputed the invoice as set forth in this Clause 4.8, the Client shall be deemed to have accepted the invoice entirely. Partial or full dispute of any invoice will not suspend the Client’s payment obligations thereof. Any failure to timely pay the invoice in full may result in additional surcharges in accordance with the statutory interest, apart from any other rights and remedies that the Contractor may have. In addition, Client is not entitled to set-off any amounts payable to the Contractor.
4.9 If the Contractor cancels a transfer of a domain name through no fault of the Client, the Transferee will be refunded within 3 business days after cancellation (except in case of a Lease to Own Agreement as per Clause 3.8 and 7.12). If the domain name had already been transferred to the Contractor’s temporary domain holding account or registrar, the Provider will receive a new authorization code within 3 business days in order for the Provider to regain control and ownership over the domain name. If such provision of the authorization code is not possible for whatever reason, including a possible transfer lock, the Provider and Contractor will discuss and agree to an alternative way of returning control and ownership of the domain name to the Provider.
4.10 Within 30 days after payment of the Domain Name Price to Contractor, the Transferee shall effectuate the transfer of the domain name itself in accordance with the transfer instructions as sent by the Contractor. Parties may agree to an extension of the transfer period, for example in case the transfer of the domain name is explicitly delayed as agreed by the Contractor and Transferee. If the Transferee doesn’t transfer the domain name within the set timeframe of 30 days, and no exceptions to this clause have explicitly been made, the Transferee is deemed to have waived its rights to the domain name. In the event the transfer of the domain name has not been effectuated within the 30 day’s timeframe, the Contractor will be the legal owner of the domain name. Parties acknowledge and agree that no refund of the Domain Name Price is possible after payment of the Domain Name Price to the Provider.
4.11 When the Provider has already received the agreed Domain Name Price, the respective transaction cannot be reverted, canceled or refunded. In such event, the Provider can no longer make any ownership claims with respect to the domain name to Contractor.
Article 5. Prohibitions
5.1 This Website is owned by Contractor and is protected by one or more copyrights, patents, database rights, trademarks, service marks and/or other intellectual property and proprietary rights that are owned by Contractor. You may not remove, copy or distribute the content of this Website.
5.2 You may not (i) decompose, modify, decompile, translate, reverse engineer, disassemble or otherwise deconstruct all or any portion of this Website or the Services; (ii) use this Website or the Services in a manner that is illegal, or promotes or encourages illegal activity; (iii) modify or alter any part of this Website or the Services; or (iv) circumvent, disable or otherwise interfere with the security-related features of this Website or the Services.
5.3 Minors are banned from entering into any agreement with Contractor, unless they have the express permission to do so from their legal representatives and such express permission has been confirmed by Contractor. By entering into an agreement with the Contractor, you expressly confirm you are not a minor or you have express permission to enter into any agreement from your legal representative.
5.4 It is not permitted to offer for sale and/or place domain names on the Website on behalf of Third Parties without the express written consent of the Contractor.
5.5 You may not use this Website or the Services if you are a person with whom U.S. persons are not permitted to have dealings (an “OFAC-Prohibited Person”) pursuant to economic sanctions administered by the United States Department of the Treasury’s Office of Foreign Assets Control (“OFAC”). This includes (but is not limited to) persons located in, or a citizen of, or ordinarily resident in, the following countries and regions: Cuba, Iran, the Crimea Region of Ukraine, North Korea and Syria. You represent and warrant that you are not an OFAC-Prohibited Person or otherwise ineligible to use this Website or the Services. Further, You may not use this Website or the Services if you are located in, or a or a citizen of, or ordinarily resident in, any other jurisdiction where Contractor has determined, at its discretion, to prohibit access to / use of this Website or the Services. You are required to comply with this Clause 5.5, even if Contractor’s methods to prevent use of this Website or the Services are not effective or can be bypassed.
5.6 In case of violations or suspected violations of any of the above provisions, the Contractor is entitled to take (in its sole discretion) any such measures it considers necessary, including (but not limited to) the removal or cancellation of the domain name offering, denial or suspension of access to the Client and/or relaying contact details (including personal data) to authorized third parties, including rights owners and law enforcement. In addition, Contractor reserves the right take such measures if any act, conduct, transaction, omission, or misrepresentation, exposes Contractor to sanctions, restrictions, or penalties, or upon receipt of any subpoena, order, or request from any government, government official, or law enforcement authority of competent jurisdiction.
Article 6. Bids and/or Offers
6.1 Every bid or offer that the Client and/or User places on a domain name which is offered for sale and/or placed on the Website is legally binding. A bid or offer can therefore not be revoked. If the bid or offer is accepted by the Provider, the bidding party is obliged to cooperate in submitting payment and transferring the domain name within the set timeframe.
6.2 The Contractor acts as an intermediary only, and does not make any warranties with respect to the domain name. It is the Client’s own responsibility to investigate the domain name and to perform the necessary due diligence, including, without limitation, in respect of title. Parties acknowledge and agree that due to the high volume of domain names offered via the Website, the Contractor has no obligation to have any knowledge of the background, contents or previous use of any domain names offered through the Website.
6.3 Every bid or offer placed by the User is valid for a duration of 7 days.
6.4 The Provider is entitled to revoke an offer or counter offer within 7 days after placing the bid, offer or counter offer [if the bid, offer or counter offer has not already been accepted].
Article 7. Rental Agreement and Instalment Agreement
7.1 The Client and the Contractor may enter into a separate Rental Agreement and/or Lease to Own Agreement. With respect to the Rental Agreement and the Lease to Own Agreement, the terms and conditions as provided in these Terms apply. In that respect, the term “Provider” can be substituted for “Rentor” and “Transferee” for “Rentee”, as applicable.
7.2 Any commissions may be subtracted from the payment, instalment payment or rental payment and, if these payments are not sufficient, from the subsequent payments. In the event that the domain name is purchased in instalments or rented, the commission subtracted will be limited to the secured instalment or rent payment (e.g.: if the commission is 9%, and the instalment price $100, the Contractor only subtracts $9 from the payout of the Provider for each instalment).
7.3 In the event of purchase of a domain name by way of Rental Agreement and/or Lease to Own Agreement, the Transferee shall only use the domain name in accordance with any applicable law and regulation, and with all duty and care. For the avoidance of doubt, the Transferee is banned from using the domain name in case such use:
- is in breach of any applicable law, statute, or regulation;
- is fraudulent, criminal or unlawful;
- promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
- infringes or breaches the patent, copyright, trademark, trade secret, right of publicity or other intellectual property) rights of any Third Party;
- contains video, audio photographs, or images of another person without his or her permission (or in the case of a minor, the minor’s legal guardian’s permission);
- provides information on any illegal activity (including, but not limited to, instructional information on acquiring or fabricating illegal weapons or drugs, privacy violations or distributing computer viruses);
- publicizes or promotes commercial activities an/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, and pyramid schemes; or
- involves the use, delivery or transmission of any viruses, harmful code, unsolicited emails, Trojan horses or any other computer programming routines that are intended to disrupt, damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.
7.4 Notwithstanding the above, Client acknowledges and agrees that any (other) prohibited activity as referred to in Clause 5 above, as well or any other activity which may cause damages to the Provider or another person or Third Party and/or which may decrease the value of the domain name are strictly prohibited. Such activities include (but are not limited to) the use of aggressive SEO strategies, techniques and tactics that focus only on search engines and not a human audience, and usually does not obey search engines guidelines (blackhat SEO), such as keyword stuffing, invisible text, doorway pages, adding unrelated keywords to the page content or page swapping (changing the webpage entirely after it has been ranked by search engines), and the use of the domain name for spam activities.
7.5 In case of violation of the Terms included in Clause 5 and this Clause 7, the Transferee shall forfeit (in addition to Contractor’s other rights and remedies) an immediately payable contractual penalty of twice the amount of the fees included in the Lease to Own Agreement, or, in case of a Rental Agreement, 24 times the monthly rent. This contractual penalty shall be calculated per violation or, at Contractor’s sole discretion, per day or part of that day that the violation continues after Contractor has made Transferee aware of the violation. In addition, Transferee shall be obliged to limit any further damages and/or remediate any diminished value of the domain name associated with the violation.
7.6 In case of a Rental Agreement [or Lease to Own Agreement], Rentor is further prohibited to sell or rent the domain name to any Third Party, to pledge the domain name as security if such pledge frustrates the (performance of the) Rental Agreement, or to act in any other way which is in conflict with this agreement or which may cause damages to the Contractor and/or the Rentee, after the deposit of the Domain Name Price. Rentor acknowledges and agrees that it shall be fully liable to the Contractor and/or the Rentee for any damages resulting from its breach of this clause.
7.7 If the Transferee fails and/or neglects to fulfil its obligations as per the respective agreement, the Provider may terminate the agreement with immediate effect. Transferee acknowledges and agrees that it shall be fully liable to the Contractor and/or the Rentor for any damages resulting from its breach of the agreement.
7.8 Parties acknowledge and agree that the Contractor may terminate the Rental Agreement and/or Lease to Own Agreement with immediate effect upon written notice thereof if the Client:
- institutes insolvency proceedings;
- has a receiver appointed;
- has been declared bankrupt;
- is dissolved;
- has any attachment levied on a substantial part of its assets.
7.9 Notwithstanding the foregoing, if the Provider has been declared bankrupt and the first instalment has been paid by the Transferee, the domain name shall be transferred to the Transferee immediately unless prohibited by applicable law or bankruptcy order.
7.10 After termination of the Rental Agreement or Lease to Own Agreement, as applicable, the Provider may rent or sell the domain name to any party, including competitors of the Transferee. If the Lease to Own Agreement has been terminated by the Provider, the Lease to Own Ageement will retroactively be considered to be a Rental Agreement and all instalments paid are to be considered as rent.
7.11 Client agrees to relinquish its right to invoke the recission of the Rental Agreement or Lease to Own Agreement, on whatever grounds.
Article 8. Complaints
8.1 A Client can submit complaints about the Services provided by the Contractor by sending an e-mail to firstname.lastname@example.org along with a complete and clear description of the complaint and relevant documentation.
8.2 Complaints should be submitted within a reasonable timeframe after Client becomes aware of any defect in the Services. In this respect, any complaints filed within a period of 14 days are deemed to have been submitted within a timely manner.
Article 9. Liability
9.1 This Website, its contents, and all information, products, and Services contained in or offered through this Website or by Contractor are property of Contractor and are provided on an “as is” and “as available” basis without representations or warranties of any kind. Contractor expressly disclaims all such representations and warranties, either express or implied, including, without limitation, warranties of title, merchantability, fitness for a particular purpose, or noninfringement and any implied warranties arising from course of dealing or course of performance. Contractor does not warrant that the Services or this Website or its contents, will be complete, accurate, uninterrupted, secure, or error free or that the Website or the server that makes it available are free of viruses or other harmful components. All information on the Website is subject to change without notice.
9.2 You are not permitted to reproduce the Website or parts thereof or publish without the prior written consent of Contractor, except for the exceptions provided in the law such as personal, non-commercial use. Certain (hyper)links on the Website lead to websites outside the domain of the Website. These are not the property of Contractor but included merely to inform the visitor. If these links are activated, one leaves the Website. On these websites the rules of the such website (holder) apply. If you have any questions on this matter, you may contact the website owner about it. This also applies to the use of the services of external service providers, such as third party payment services.
9.3 For complaints, comments or the identification of content that infringes any law or infringes the intellectual property rights of third parties, please e-mail us at email@example.com. We will reply to all complaints and comments in a timely manner. Contractor is not liable for this content. Contractor reserves the right, if it sees reason to do so, either or not in response to a report, to remove certain content from the websites and keep it removed. If Contractor considers that a User is not acting in accordance with the law and / or these Terms or the Privacy Statement, or otherwise makes unreasonable use of the Website, then Contractor is authorized to take, among others, the following measures:
- the User may be excluded from the Services;
- specific functionalities may be limited, including, but not limited to, suspension of the User’s account, deletion of transactions, limiting the use of the Website; and
- the personal data of those involved can be processed; if there is a reason to do so, Contractor can, within the limits of the law, share the personal data of those involved, for example, to the police.
9.4 Except in case willful misconduct, Parties acknowledge and agree that Contractor is not in any way liable for any damages resulting from the provision of the Services or any defects in the performance of the Website and/or the secure access to the Website or parts thereof. All information on the Website is subject to typos or misspellings. For the avoidance of doubt, the Contractor is therefore not in any way liable for any damages resulting from:
- the use of Services from the Contractor, including (but not limited to) use of Contractor’s Website (including the landing pages), (active) service brokerage and transaction concerning the transfer of the domain name and other Services offered by the Contractor;
- false or incomplete information on the Website or any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft, destruction or unauthorized access to, alteration of or use of any asset;
- use of Third Party services or use of purchased domain names or other services via the Website, including the use of the payment services offered on the Website through Third Parties (such as Contractor’s payment provider Adyen);
- defects in the actual state, including the accessibility, of the domain names;
- acts of Third Parties hired by the Contractor, including Third Parties that effectuate mediation or financial settlements; and
- changes in the services of the Contractor or changes in or on the Website.
9.5 Notwithstanding Clause 9.4 above, the Contractor shall only be liable in case it has been provided with a clear and written notification of default, along with a reasonable timeframe to remedy such breach. Any liability of the Contractor is limited to direct monetary damages only.
9.6 In no event shall Contractor be liable for any indirect, incidental, special, punitive, or consequential damages however caused arising out of these Terms, the Website, or the Services, whether in action or contract, negligence or any other theory, even if Contractor has been advised of the possibility of such damages.
9.7 The Contractor is not liable for any damage suffered by the Client which is the result of Force Majeure, or any other acts or circumstances beyond the reasonable control of the Contractor or third parties engaged by the Contractor. This shall include the non-availability or non-safe availability of the Website or parts thereof, spam, spyware, viruses and the like which can be transmitted through the communication of the Contractor or when using the Website and also transmission errors, malfunctions or non-availability of the facilities necessary to carry out the contract.
9.8 If the Contractor for whatever reason is obliged to pay any damages to the Client, any such payment shall be limited to and not exceed the lesser of (i) USD $150; or (ii) the total amount of fees paid by the Client to the Contractor in the three weeks prior to the act causing the damage.
9.9 The prerequisite for the existence of any right to compensation is that the Client reports the damage as soon as possible after the occurrence thereof in writing to the Contractor. Any claim for compensation against the Contractor shall expire by the mere lapse of 6 months after the claim arises.
Article 10. Indemnification
10.1 The Provider declares to the Contractor that it is the owner of the domain name offered by Provider and it does not infringe on the patent, copyright, trademark, trade secret, right of publicity or other intellectual property rights of third parties or is otherwise unlawful.
10.2 The Provider and Transferee (or Rentor and Rentee, as applicable) shall defend, indemnify and hold harmless the Contractor from and against any and all claims, losses, damages, liabilities, costs and expenses, including attorneys’ fees, arising from or relating to any agreement entered into between said parties by way of using the Services.
10.3 The Client shall defend, indemnify and hold harmless the Contractor from and against any and all claims, losses, damages, liabilities, costs and expenses, including attorneys’ fees, arising from or relating to (i) Client’s use this Website or the Services; (ii) any breach of contract relating to any agreement the Client is a party to as a result of its use of the Services; (iii) Client’s violation of these Terms; (iv) Client’s violation of any third-party right, including without limitation any intellectual property or other proprietary right; and (v) Client’s violation of any applicable law, statute, ordinance, or regulation.
Article 11. Confidentiality
11.1 By using the Services, the Client agrees that it will keep any information with respect to the Services confidential, and that it shall not use any confidential information of Contractor, except in performance of any agreement between Client and the Contractor. Client shall disclose the confidential information of the Contractor only on a need to know basis and solely for purposes of the agreement. The Client will protect the confidential information in the same manner as it protects its own confidential or proprietary information of a similar nature, and in no event with less than reasonable care.
11.2 Notwithstanding Clause 11.1 above, Client may disclose confidential information of the Contractor to the extent that such disclosure is required by law or by the order of a court or similar judicial or administrative body and/or competent supervisory authority, provided that the Client notifies the Contractor of such required disclosure as soon as it becomes aware thereof in writing.
11.3 Communication of confidential information shall in no case be construed as granting an express or implicit license, proprietary rights, title or interest whatsoever with respect to the confidential information.
Article 12. Notices
12.1 Notices to the Contractor may be sent to the Contractor via the contact form available on the Website.
12.2 Notices to the Client will be sent to the provided e-mail address, or by mail in case there is reason to do so and an address is available.
Article 13. Termination
13.1 In addition to Contractor’s termination rights as provided elsewhere in these Terms, Contractor is entitled to terminate and/or cancel any agreement with the Client with respect to the Services if the Client:
- institutes insolvency proceedings;
- has a receiver appointed;
- has been declared bankrupt;
- is dissolved; or
- has any attachment levied on a substantial part of its assets.
13.2 In the event of a termination in accordance with the above, Contractor shall not be obliged to refund any received amounts or pay compensation to the Client.
Article 14. Force Majeure
14.1 Contractor shall not be liable for any delay or non-performance of its obligations under any agreement with respect to the Services to the extent that such delay or non-performance is due to an event that is not attributable to the Contractor (“Force Majeure”). This includes (but is not limited to) war, civil unrest, terrorist acts, strikes, lock-out and other general labor disputes, acts of government, natural disasters, pandemics, breakdown or general unavailability of transport facilities, general shortages of energy, general shortages of materials, accidents, fire, explosions and Acts of God.
14.2 In the event of Force Majeure, Contractor shall inform the Client in writing of its occurrence. Contractor is entitled (but not obliged) to cancel or terminate the agreement associated with the Services in case of Force Majeure, without incurring any costs or payments to the Client.
Article 15. Miscellaneous
15.1 These Terms, as well as any Rental Agreement and Lease to Own Agreement are governed by the laws of the United States of America (“USA”). Any dispute resulting out of or in connection with these Terms or any associated agreement shall be exclusively submitted to the competent court in Travis County, Texas, USA.
15.2 The provisions of these Terms set out the legal relationship between the Parties and replace all previous agreements or statements made by the Contractor and only provide evidence for it.
15.3 The Client agrees that any version received and/or saved by the Contractor with respect to any communication or measurement (monitoring) from the Client shall be considered authentic and leading, unless the contrary is proven by the Client.
15.4 These Terms might have been drafted in multiple languages. In case of any discrepancy between the language versions of these Terms, the English version is considered leading and binding, and shall prevail in the event of any dispute as to the scope or content of the Terms.
15.5 Our Privacy Statement, which you may view at namedibs.com/privacy-policy, is incorporated herein by reference. By accepting these Terms, you acknowledge that you have reviewed the Privacy Statement and expressly consent to the use and disclosure of your personally identifiable and other information as described in the Privacy Statement.
B. Registrar Services
The following additional Terms apply with respect to Registrar Services provided by the Contractor to the Client.
Article 16. Additional Client obligations
16.1 Client and Contractor shall enter into a Registration Agreement, which includes the application procedure for registering domain names through the Website. By entering into the Registration Agreement, Client agrees to be bound by these Terms, as well as any applicable terms, regulations and possible domain name dispute resolution policies that may apply with respect to the registration of the domain name.
16.2 Registration Services shall only be provided after the following conditions are met:
- acceptance by the Client of the applicable Terms and Agreement(s);
- acceptance by the Contractor (in its sole discretion) of the domain registration application; and
- payment of the applicable fees by the Client.
16.3 The Client is responsible for ensuring that all information provided to the Contractor is complete and accurate.
Article 17. Limitation of Liability
17.1 Client acknowledges and agrees that Contractor does not control all aspects of the domain name registration process. Contractor shall therefore not be liable for any inaccuracies regarding the registration information relating to information provided by the Client or any information processed and/or used by the respective domain name registry. Contractor shall not be held liable and not refund any domain name registration due to spelling errors/typos.
17.2 Client acknowledges and agrees that Contractor only acts as an intermediary on behalf of the Client. As a result, Contractor shall not perform any actions with respect to the Registrar Services without Client’s prior written instructions or consent. Client acknowledges and agrees that Contractor shall not be liable for any damages as a result of Client’s own omissions or incomplete or untimely instructions.
17.3 Client acknowledges and agrees that the domain name registration is subject to suspension, cancellation or transfer to correct mistakes by the Contractor, another registrar, or a registry administrator in administering the domain name or for the resolution of disputes concerning the domain name pursuant to an ICANN policy or procedure. It is Client’s sole responsibility to verify if any domain name is infringing the patent, copyright, trademark, trade secret, right of publicity or other intellectual property rights of any third Party prior to registration. In the event that the domain name is found to be infringing , Contractor may cancel or terminate the registration with immediate effect, without any obligation to refund any amounts paid by the Client to the Contractor or without the obligation to compensate the Client for any damages incurred therewith. Client acknowledges and agrees that Contractor is entitled (in its sole discretion) to suspend, cancel, transfer or otherwise modify a domain name registration in order to comply with a court order. In no event shall Contractor be liable to the Client in that respect.
17.4 Client shall defend, indemnify and hold harmless the Contractor from and against any and all claims, losses, damages, liabilities, costs and expenses, including attorneys’ fees, arising from or relating to Client’s breach of the Registration Agreement, these Terms or any policies which apply to the Services, as well as Client’s use of the domain name or any Third Party claim with respect to the domain name.
Article 18. Fees
18.1 Registrar Services are subject to payment of the applicable fees. All fees are non-refundable, in whole or in part, even if your domain name registration is suspended, cancelled or transferred prior to the end of your then-current registration term. It is the responsibility of the listed registrant for the domain name to maintain records appropriate to document and prove the initial domain name registration date.
18.2 Contractor reserves the right to modify fees, surcharges, and renewal fees or to institute new fees at any time with 30 days’ notice, for any reason, at its sole discretion.
Article 19. Registration information
19.1 As part of the domain name registration process and in accordance with ICANN policies, a registered name holder is required to submit, and update within seven (7) days of any change, complete and accurate information, including (but not limited to) the following:
- The domain name registrant’s name and postal address;
- The domain name being requested;
- Administrative contact information, including the name, postal address, email address, telephone number, and where available, fax number of the administrative contact for the domain name; and
- Technical contact information, including the name, postal address, email address, telephone number, and where available, fax number of the technical contact for the domain name; and
- Billing contact information, including the name, postal address, email address, voice telephone number, and where available, fax number of the billing contact for the domain name.
- The original creation date of the domain name registration;
- The submission date and time of the registration to Contractor and by Contractor to the proper registry;
- Communications (electronic or paper form) constituting registration orders, modifications, or terminations and related correspondence between Client and the Contractor;
- Account records for your domain name registration, including dates and amounts of all payments and refunds;
- The IP addresses of the primary nameserver and any secondary nameservers for the domain name;
- The corresponding names of those nameservers;
- The name, postal address, email address, voice telephone number, and where available, fax number of the technical contact for the domain name;
- The name, postal address, email address, voice telephone number, and where available, fax number of the administrative contact for the domain name;
- The expiration date of the registration; and
- Information regarding all other activity between you and us regarding your domain name registration and related services.
Client therefore acknowledges and agrees that Contractor will make this information available as part of the domain name registration process.
19.2 Upon renewal of the domain name registration, the type of information Client is required to provide may have changed. Client acknowledges and agrees that the Contractor may refuse renewal of the registration if the Client fails to timely submit any additional required information.