Managed Auction Agreement
Posted Date: 01 April 2015
This Sedo Managed Auction Agreement (this “Agreement”) is entered into by and between Sedo GmbH (“Sedo”) and you, and is made effective as of the date of electronic acceptance. This Agreement sets forth the terms and conditions of your application and participation in a Sedo managed auction event (“Managed Auction Service” or the “Service”). Your acceptance of this Agreement signifies that you have read, understand and agree to the terms of this Agreement, along with Sedo’s User Agreement, which is incorporated by reference. Any capitalized terms not defined within this Managed Auction Agreement shall have the meaning as described in the Sedo User Agreement.
2. Description of Managed Auction Service
The subject of this Agreement is the offering of one or more Internet domain names, owned, controlled, and selected by You, the User, and either accepted or denied through the application process described on the Sedo Site, for listing in an auction event organized by Sedo (“Managed Auction Event” or “Auction“). Upon clicking ‘Send’ to submit your application for the Managed Auction Event of your choice, You agree to all terms contained herein. This Agreement becomes effective upon submission of Your application but shall terminate with immediate effect if Sedo does not accept your application or You have not been informed of a decision after five (5) business days. If Your application is accepted, You shall be bound to these terms and conditions for the term as defined below.
By submitting one or more of your Internet domain name(s) (“Domain”) for possible selection in a Managed Auction Event, you agree to the terms and conditions below and have chosen to give Sedo the exclusive right to market and offer your Domain for Sale for the length of time stipulated below. Upon your Domain being successfully sold during a Managed Auction, You agree to use Sedo’s standard online purchase and sale agreement as the controlling terms of sale between You and the Buyer.
All Managed Auction Events will be operated in accordance with the terms of Sedo’s Auction platform as described in section 4.2.2. of the Domain Marketplace Agreement, which is hereby incorporated by reference. In the event of a conflict between any of the terms and conditions contained in the body of this document and those in any document or additional terms referenced herein, those contained in the body of this document shall govern.
Specific rules relating to the Push-to-Auction and Direct Auction features of Sedo’s Domain Marketplace can be found in Section 18.104.22.168. and 22.214.171.124. of Sedo’s Domain Marketplace Agreement, respectively, and should not be confused with a Managed Auction Event, the terms for which are contained herein.
3. Application Process & Fee
Sedo may charge a non-refundable application fee for each Domain submitted for a Managed Auction Event in the amount described on the Sedo Price List or applicable Managed Auction Event application page, which are subject to change from time to time. In order to request that Your Domain be selected for inclusion in Sedo’s Managed Auction Events, the Domain must be comprised of a short, generic term with a high commercial value, Your Domain’s extension must geographically match the language of the Domain, You must select a reasonable Reserve Price (as defined below) and accept the terms of this Agreement. As part of the application process, You confirm that You are the lawful and exclusive registrant and owner of the Domain, that You are able to dispose of the Domain, that no other party has any right to registration of the Domain, and that no third party has made any claim against the Domain, including that the Domain violates another party’s trademark or other intellectual property rights. Should the Domain infringe upon the rights of a third party, You agree to indemnify Sedo for any and all damages or costs incurred from the listing for sale and marketing of your Domain. Upon submission, Your application will be sent to Sedo’s brokerage department to be reviewed for probability of successful sale and appropriateness for that particular Managed Auction Event. Sedo will send You an ‘accepted’ or ‘declined’ notification email within three to five (3-5) business days of the date of submission to the email address registered in Your User Account. The decision whether or not to accept Domain submitted to Sedo’s Managed Auction Events is made in Sedo’s sole discretion. If requested, You agree to provide Sedo with any information necessary to confirm Your control, ownership and/or authorization to sell the Domain.
4. Term & Exclusivity
You agree, in exchange for the consideration described herein, that for the duration of the application process, from submission to acceptance through the start of the Auction Event, and for sixty (60) days after the close of the Auction Event Sedo shall have the exclusive right to list, market and sell the Domain (“Term”).
During the Term, You may not use the service of another broker or auction house regarding the Domain. You further agree to forbid anyone You may have previously hired to broker or auction the Domain. At Sedo’s discretion, the Domain may not receive offers through Sedo’s Offer/Counter-Offer system once an Auction application has been submitted and subsequently accepted. Exclusivity is triggered upon submission of your Auction application, not acceptance thereof. If Sedo does not accept Your application, You will no longer be bound to exclusivity or these Terms and Conditions. If Your application is accepted, You shall be bound to this clause along with the all other terms and conditions herein for the remainder of the Term.
5. Auction Reserve Price
When submitting your Domain you are asked to select a reasonable minimum price at which you are willing to sell your Domain at auction (“Reserve Price”). The exact Reserve Price is not disclosed to interested buyers or other third parties, including Auction Event bidders, provided auction viewers are sometimes shown a reserve price range. You agree to commit to the sale of the Domain and take all steps necessary for the transfer of ownership so long as prospective buyer bids on the Domain reaches a price equal to or greater than the Reserve Price stated by You in your application. Failure to do so shall be considered a material breach of these Terms and Conditions and may subject You to claims from the third party who meets the Reserve Price and ultimately wins the right to purchase the Domain at auction.
6. Commission Fees
In consideration of the Auction Event services to be performed by Sedo, including the marketing of your respective Domain and said Auction Event, You agree to pay Sedo a commission fee equal to the amount quoted on the Sedo Price List for each Domain (“Commission Fee”).
7. Delisting Fees & Failure to Transfer Domain
Upon learning of a prospective breach of this Agreement, Sedo reserves the right to remove Your Domain from the Auction Event inventory and to cease marketing the Domain at any time. Due to the detrimental impact on Sedo for the successful operation and marketing of the respective Auction Event, You will be charged a delisting fee of twenty-five percent (25%) of the Reserve Price for each Domain in breach (“Delisting Fee”). A breach of this Agreement includes, but is not limited to, listing the Domain for sale with any domain marketplace besides Sedo, authorizing a third party to broker the sale of the domain on your behalf, and failure to provide timely proof of ownership or authority to sell. If Sedo believes that You have breached this Agreement and that a delisting may be necessary, while the Domain may remain delisted, upon notice from Sedo delivered to the email address listed in your Sedo user account, You will have the shorter of either five (5) business days or until the Auction Event has started to cure the violation and avoid a Delisting Fee. Should Sedo learn of said breach once the Auction Event has started, Sedo reserves the right to delist the domain immediately and charge a Delisting Fee.
Upon the conclusion of a successful Auction, in the event of a material breach of this Agreement caused by your failure to commit to the sale of the Domain and take all steps necessary for the transfer of ownership of the Domain, You understand and agree that Sedo may, at its discretion, terminate this Agreement immediately. Should Sedo exercise this right to terminate, You agree that Sedo will be substantially damaged by such a breach and that, considering that precise damages are difficult to calculate, You agree to pay to Sedo the greater of either €2000 EUR or the commission that would have otherwise been due to Sedo based on the Reserve Price. In addition, Sedo reserves the right to recover from You any other consequential damages, and reasonable attorney's fees, which may arise due to the violation of this Agreement
8. Limitation of Liability
In addition to those terms found in the Sedo User Agreement, Sedo assumes no responsibility or liability for (a) for any faulty or failed electronic data transmissions; (b) any unauthorized access to, or theft, destruction or alteration of entry forms or submissions at any point in the operation of an Auction; (c) any technical malfunction, failure, error, omission, interruption, deletion, defect, delay in operation or communications line failure, regardless of cause, with regard to any equipment, systems, networks, lines, satellites, servers, computers or providers utilized in any aspect of the submission of a bid or operation of an Auction; (d) inaccessibility or unavailability of the Internet, or; (e) any injury to or death of participants which may be related to or resulting from any attempt to participate in an Auction or download of any materials related to an Auction.