SnapNames Buyer Agreement

SnapNames Auction and Brokerage Buyer Agreement

DISCLAIMER

Updated: September 22, 2014

This web page and the other pages of SnapNames Web.com, LLC ("SnapNames") are provided by the SnapNames 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-SnapNames website, please understand that it is independent from SnapNames, and that SnapNames has no control over the content on that web site. In addition, a link to a non- SnapNames website does not mean that SnapNames endorses or accepts any responsibility for the content, use or products and services made available through such web site.

IN NO EVENT WILL SNAPNAMES 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.

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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 SnapNames Web.com, LLC ("SnapNames"). 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 SnapNames 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 SnapNames may delay delivery of the purchased domain name until such personal check clears. SnapNames reserves the right to accept payment in any form other than those listed at SnapNames' sole discretion.

  4. Confidentiality:

    Except as otherwise provided in our Privacy Policy, SnapNames will not share any personally identifying information gathered about Buyer unless legally compelled to do so. Notwithstanding the foregoing, SnapNames 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. SnapNames Responsibilities:
    SnapNames 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 SnapNames' 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 SnapNames for the Name.
    3. If the Name is registered at a registrar controlled by SnapNames, SnapNames will provide Buyer with all reasonable assistance to manage the Name.
    4. Upon receipt of payment, SnapNames 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 Snapnames 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 SnapNames the full purchase price in a manner prescribed by SnapNames.
    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. SnapNames 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 SnapNames 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:

    SnapNames 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 SnapNames 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 SnapNames 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 SnapNames. 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 SnapNames after transfer has been completed.

SELLER and BUYER acknowledge that SnapNames, or another entity selected by SnapNames, 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:

SnapNames Web.com, LLC

12808 Gran Bay Parkway West
Jacksonville, FL 32258

Phone: 877-352-5630
Email: escrow@snapnames.com

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:

SNAPNAMES 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 SnapNames Web.com, LLC ("SnapNames") 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 SnapNames, or a registrar approved by SnapNames, 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 SnapNames's PayPal account. Once the Domain Name(s) have been secured by SnapNames either in its restricted account or at another registrar, SnapNames 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, SnapNames 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 SnapNames 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, SnapNames will pay the net proceeds for the sale of the Domain Name(s) to the Seller per the Seller's instructions and will cause SnapNames 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 SnapNames 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.
  6. * * * * *


    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


Auction and Brokerage Seller Fees & Policies

Auctions are held daily online and at live events featuring an auctioneer and real-time online bidding.

It is free to submit a domain for consideration in a live or extended auction or to schedule a daily online auction! Fees are only charged for sold domains at the completion of a sale. Additionally, policies have been set-up to promote a fair and efficient marketplace for both buyers and sellers.

Fees

The seller payout amount is the final selling price of the domain less any fees. *Fees are assessed based on the type of auction it is sold at as follows:

SnapNames Daily Online Auction Fees

Submission Fee

Free

Commission Fee

20%
of the final selling price

Handling Fee
Important: All domains scheduled for an online auction must be in your SnapNames registrar account prior to the auction being scheduled

Free

Placement in Promotional Emails and Auction Lists

Free

Auction Example:

Your Reserve Price

$1,000

Winning Auction Sales Price

$2,500

Commission Fee @ 20%

($500)

Your Net Payout

$2,000

Premium Live Event and Extended Auction Fees


featuring an auctioneer and real-time online bidding

Submission Fee

Free

Commission Fee

15%
of the final selling price

20%

of agreed sale price if sold through private brokerage

Handling Fee
1. With domain name in your SnapNames registrar account prior to the event your domain has been selected for.

Free

2. With domain name not in your SnapNames registrar account.

To avoid this fee, simply transfer domains selected for the auction catalog into your SnapNames registrar account prior to the auction.

$100
per domain name

(above $100 fee does not apply to private brokerage sales)

Placement in Promotional Emails and Auction Lists

Free

Auction Example:

Your desired Net Payout

$5,000

Reserve Price Before 15% Commission

$5,882 minimum

Winning Sales Price

$25,000

Commission Fee @ 15%

($3,750)

Your Net Payout

$21,250 if domain at our registrar

Your Net Payout

$21,150 if domain not at our registrar

SnapNames Showcase Auction Fees


featuring hand-picked domains with online bidding

Submission Fee

Free

Commission Fee

15%
of the final selling price

20%

of agreed sale price if sold through private brokerage

Handling Fee
1. With domain name in your SnapNames registrar account prior to the event your domain has been selected for.

Free

2. With domain name not in your SnapNames registrar account.

To avoid this fee, simply transfer domains selected for the auction catalog into your SnapNames registrar account prior to the auction.

$100
per domain name

(above $100 fee does not apply to private brokerage sales)

Placement in Promotional Emails and Auction Lists

Free

Auction Example:

Your desired Net Payout

$5,000

Reserve Price Before 15% Commission

$5,882 minimum

Winning Sales Price

$25,000

Commission Fee @ 15%

($3,750)

Your Net Payout

$21,250 if domain at our registrar

Your Net Payout

$21,150 if domain not at our registrar

*Remember to visit this page prior to submitting or scheduling auctions as fees are subject to change.

Policies

Please be sure to review the policies before submitting or scheduling a domain for auction.

Sellers can promote domains for auction by referring others to the SnapNames marketplace and forwarding all leads and inquiries to your SnapNames Account Executive.

Sellers cannot do the following:

  • Take any action to avoid fees while under non-circumvent or exclusivity terms (see examples below).

    Examples of circumvention of the SnapNames fees include, but are not limited to:

    • Contacting potential buyers or bidders with the intention of avoiding fees by selling a domain outside of the live event or extended online auction and SnapNames marketplace.
    • Requesting an auction cancellation or removing a domain submitted for consideration in an auction.
    • Setting a reserve price above the market value in an attempt to gain exposure for a sale outside of the SnapNames marketplace.
    • Directly selling a domain to an interested party within one year that was a direct or indirect result of sales and marketing efforts of a Live or Extended Auction; such as exposure generated from articles, press releases, advertising and sales any other activities.
  • Attempt to avoid paying any applicable fees on the sale of a domain outside of the SnapNames marketplace while under an exclusivity period.
  • Accept a Bid through auction or private brokerage communications and then later renege/cancel the acceptance of the sale for any reason.
  • Bid on a domain that is owned or represented by the seller, often referred to as shill bidding.
  • Misrepresent any data or information provided about the domain including traffic statistics, revenue, use complaints, ownership rights, or legal proceedings.

(See the seller agreement for exclusivity and non-circumvention details.)

If a policy violation occurs, commission fees are immediately due, an auction may be ended and parties involved may be prevented from participating in the SnapNames marketplace.

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