Domain Marketplace Terms and Conditions

Version: 01 March 2023

These Terms and Conditions for the Domain Marketplace Service are translated into English, French, Spanish and Chinese and are available to the Customer online. The contractual language is English. Any translation of these Terms and Conditions into another language is therefore for information purposes only. In the event of any ambiguity or discrepancy, the English language version shall control.

1. Introduction

These are the Terms and Conditions of Sedo.com, LLC (hereinafter referred to as "Sedo") for the Domain Marketplace Service (hereinafter also referred to as "Marketplace Agreement", “Marketplace Terms“ or "Agreement").

These Marketplace Terms shall become effective upon their electronic acceptance. These terms and conditions govern your use of Sedo's Domain Marketplace Service (hereinafter referred to as the "Marketplace Service" or the "Service"). By accepting these Marketplace Terms, Customer acknowledges that you have read, understood, and agree to be bound by these Marketplace Terms.

2. Scope

The business relationship between Sedo.com, LLC (hereinafter referred to as "Sedo") and you shall be governed by:

• the following Domain Marketplace Terms and Conditions, and
• the Sedo General Terms and Conditions (hereinafter referred to as "User Terms”),

in each case, in their version valid at the time of their electronic acceptance between Sedo and you, and whereby all provisions of the User Terms are to be applied, provided that no deviating provisions have been made in these Marketplace Terms. In the event of any inconsistency between the provisions of the User Terms and the provisions of these Marketplace Terms, the provisions of these Marketplace Terms shall prevail. All regulations of the User Terms remain in full force and unaffected by the Marketplace Terms, if they are not expressly changed by the Marketplace Terms.

Any deviating terms and conditions of the User shall not be recognized unless Sedo expressly agrees to their applicability in writing. In addition, special terms and conditions may apply to individual business relationships that contain deviations from or additions to the User Terms or the following Marketplace Terms. In this case, any special terms and conditions will be agreed separately with you in writing and will have priority.

You are prohibited from using the Sedo website or the Sedo Services if you are a natural person or entity with whom U.S. persons are prohibited from doing business under the economic sanctions administered by the Office of Foreign Assets Control ("OFAC") of the U.S. Department of the Treasury (an "OFAC Prohibited Person"). The same prohibition shall apply if you are a natural person, entity, or organization with whom business relationships are prohibited as defined in the European Regulation 881/2002 pursuant to the Financial Sanctions List. You represent and warrant that you are not an OFAC Prohibited Person or otherwise not authorized to use the Sedo Website or Sedo's Services. In addition, you may not use the Sedo Website or the Sedo Services if you are a resident of any jurisdiction or you are a citizen or habitual resident of any country in which Sedo, in its sole discretion, has prohibited access to or use of the Sedo Website or the Services. This includes, but is not limited to, persons or entities who are residents of, citizens of, or ordinarily resident in the following countries and regions: Cuba, Iran, the Crimea region of Ukraine, North Korea and Syria.

3. Description of Domain Marketplace Service

Sedo operates a platform specialized in the trading of domain names. Sedo's Users may offer to purchase, or list domain names in Sedo's sales database and release them for sale on the public platform using a variety of listing formats and features. Listing domains allows you to offer for sale the registration right or exclusive right to register Internet domain names (hereinafter collectively referred to as "Domains" or "Domain Names") with or without associated website content. This platform includes Websites available under domains owned by Sedo, those owned by affiliated companies such as Sedo GmbH, and selected partners ("Domain Marketplace"). The method of posting an intent to sell depends on the form of listing selected by the User on the particular Website available in the Domain Marketplace. Users may remove Domain Names they have entered into Sedo's sales database at any time, thereby canceling their distribution in the Domain Marketplace. This does not apply if, and as long as, the respective domain name is the subject of an Open Bid Thread, auction or domain brokerage.

Through the Service, Buyers and Sellers complete the transaction for the purchase of the Domain with Sedo’s assistance. Any Purchase Agreement for a Domain is entered into solely between the Buyer and Seller. Sedo's involvement after the conclusion of the Purchase Agreement is limited to charging a fee for services rendered, or as otherwise agreed upon by all parties.

BEFORE ENTERING INTO A BINDING AGREEMENT TO PURCHASE A DOMAIN AND/OR ACCESSING SEDO'S WEBSITE AND SERVICES, YOU MUST PERFORM, AND ARE RESPONSIBLE FOR, ALL RESEARCH NECESSARY TO ENSURE THAT YOU ARE AWARE OF ANY FACTORS AFFECTING YOUR REGISTRATION AND USE OF THE DOMAIN OR USE OF THE DOMAIN WITH SEDO'S WEBSITE AND SERVICES, INCLUDING, BUT NOT LIMITED TO, THE APPLICABLE ANNUAL REGISTRATION FEES, CHARGED BY AN ACCREDITED REGISTRAR, REQUIRED TO MAINTAIN YOUR REGISTRATION AND USE OF THE DOMAIN, THAT YOUR PROSPECTIVE USE OF THE DOMAIN WILL NOT INFRINGE THE RIGHTS OF ANY THIRD PARTIES, AND THAT YOU HAVE ALL THE INFORMATION NECESSARY TO MAKE AN INFORMED PURCHASING DECISION.

4. Fees and Related Costs

Sedo charges Sellers a fee (also referred to as “Commission”) for sales originating and/or completed as a result of Sedo's Services. Sedo's standard fees and any changes will be posted to our Price List and will be binding on the effective date noted there.

Once Buyer and Seller have entered into an agreement for the purchase and sale of a Domain, should the payment and transfer of the respective Domain fail for reasons unrelated to a breach by Sedo of the Domain Transfer Agreement, Sedo reserves the right to collect any applicable Commission fee for the sale from that party who has violated his/her obligation to cooperate in the completion of the transaction, including Buyers who would not otherwise be subject to such fee. Furthermore, claims for damage compensation or contractual performance may be asserted by the non-breaching party against that party which violates his/her obligations under these terms or the terms of the applicable Purchase Agreement.

Sedo reserves the right to charge Users a Marketplace Handling Fee, equal to two times (2x) the minimum commission fee for the respective Domain listing, for those instances where User has acted with the apparent intent to harm. Intent to harm includes, but is not limited to, (i) obtaining an advantage, such as avoiding payment of Sedo’s Commission fees; (ii) submitting an erroneous offer or an offer with fraudulent intent; (iii) raising the Reserve Price after an Auction Period has started and/or (iv) preventing the completion of a purchase and sale of a Domain.

5. Domain Marketplace Terms of Use

As provided in this Agreement and in applicable posted policies, Sedo offers its registered Users a domain trading platform ("Domain Marketplace") whereby Domain owners (“Sellers”) may list, market, auction, and sell Domains to buyers, and whereby domain buyers (“Buyers”) on the Website, and promotional partner network, may search, bid, and purchase Domains from their owners. In this regard, Sedo reserves the right to allow the submission or acceptance of an offer only to previously certified Users.

Users wishing to list their Domain for sale start by choosing the listing type as described below in Section 6.3. Users seeking to buy Domains may enter search terms on the Website to query the Domain Marketplace for relevant Domain listings and then either submit a bid with an offer to buy or accept the Seller's stated price. These bids and the responses of the Sellers and Buyers will be forwarded to the other party free of charge via the email addresses provided as part of User registration. Sedo cannot guarantee that any particular bid or response will be transmitted to, and/or received by, the intended recipient. Sedo acts here neither as a Buyer nor Seller, neither as a lessee nor lessor, nor as the representative of any of the above-mentioned parties and assumes no responsibility for the contents of a Seller’s Domain listing or a Buyer’s offer for a Domain.

Not all domain extensions are alike, and certain top-level domains (“TLDs”) carry abnormal registration policies, restrictions, prices and other associated fees. Buyer and Seller are responsible for conducting all research necessary to make themselves familiar with the rules, regulations and fees of the associated registrar for the contemplated Domain prior to entering an agreement to purchase or sell a Domain. Buyer and Seller agree that Sedo shall not be held responsible or liable in any way for any registration policies, prices or fees associated with a Domain and that either party’s lack of awareness of such shall not be grounds to invalidate a Purchase Agreement.

In the event that a Seller and Buyer negotiate an agreement for the purchase and sale of a Domain via the Domain Marketplace, the Buyer and Seller agree that the terms of the purchase and sale will follow the standard online purchase and sale agreement (“Purchase Agreement”) supplied by Sedo and available for review here. In addition, Buyer and Seller agree to use Sedo’s Domain Transfer Service, which is provided free of charge for all sales completed on the Domain Marketplace, to manage the steps necessary to close the transaction in accordance with the terms of the respective Purchase Agreement. You agree that the Domain Transfer Terms and Conditions effective at the time of the conclusion of the Purchase Agreement are valid and govern the use of the Domain Transfer Service.

To the extent that additional data, web pages or other items are to be transferred along with the Domain, these are not the subject of the Sedo Domain Transfer Service and, in particular, they do not affect Sedo's right to remit the purchase price to the Seller. Buyer and Seller are solely responsible for arranging the transfer of these additional contractual components.

6. Domain Marketplace Rules and Requirements

At all times Buyers and Sellers remain bound by the terms and conditions of this Domain Marketplace Agreement and those policies related to listing, negotiating, buying and selling Domains on the Sedo Domain Marketplace where posted on the Website or found in the Policies section of the Website. Each Sedo User is limited in the number of Domain negotiations ("Open Bid Threads") in which they may participate simultaneously, depending on their User account certification status. Sedo makes no representations or warranties regarding the features of Domains listed on the Domain Marketplace. This shall apply particularly, but not exclusively, to visitor statistics, traffic statistics, and the precise alphanumerical composition of a Domain.

6.1 Legal Relationship as between Sedo, Buyer and Seller

Sedo is neither owner of the Domains listed in the Domain Marketplace, nor does it have any influence or control on the business conducted among Users of the Domain Marketplace. Sedo also does not act as an intermediary in the context of the Marketplace Service.

The responsibility for the content of Domain listings, including the accuracy of any statistics, whether measured and displayed by Sedo or otherwise, lies exclusively with the respective Sellers. Sedo shall not be liable for legal transactions or other acts of Domain Marketplace Users. This also applies to any violations of rights of a third party through the use of Sedo's Services, including, but not limited to, the listing of a Domain in the Domain Marketplace that infringes intellectual property rights, rights of the use of a name, and trademark rights. Buyer and Seller agree that Sedo shall not be held responsible for the failure of either party to a Purchase Agreement to complete their obligations under such an agreement, and that Sedo, as the neutral facilitator of the Domain Marketplace and associated Services, shall not be subject to any claims arising from the attempted purchase and sale of Domains.

6.2 Contacting Prospective Buyers and/or Sellers

Notwithstanding the terms of Sedo’s Privacy Policy, Sedo reserves the right to contact prospective Buyers and Sellers to help both Users reach a mutually agreeable conclusion to their negotiation. Likewise, in the event a User lists, views or makes an offer for a Domain where another User has hired Sedo’s Domain Brokerage Service to represent them in negotiations to either sell or acquire the respective Domain, the unrepresented User agrees that Sedo may utilize their User account information to contact them on the represented User’s behalf.

6.3 Domain Listing Options

Sellers have several listing options when offering Domains for sale on the Domain Marketplace. Sellers can list their Domain for immediate purchase (“Buy Now“), or list their Domain for sale on the Sedo trading platform to receive an offer to purchase a domain (“Make Offer“), or list their Domain for sale through an Auction. Sellers may delete their Domain listings from the Domain Marketplace at any time without cost unless their Domain (i) is subject to an Open Bid Thread or Auction; (ii) has been sold and is pending payment and/or transfer, and/or (iii) is subject to a brokerage agreement.

For as long as Seller has selected one of the listing options, Sedo may disclose that the Domain is available for sale, on its website and throughout the SedoMLS partner network, along with relevant information about the Domain. This information may include, but is not limited to, pricing information, the Seller jurisdiction, the age of the Seller’s Sedo account, statistics about interest in the domain such as the number of previous bids and views of the Sedo listing, and, if Seller is directing the Domain to Sedo’s nameservers, statistics related to Domain traffic.

6.3.1 Buy Now Listings

Sellers may submit a Buy Now Domain listing by submitting or updating their Domain listing in their User account to include a fixed price that serves as an open-ended offer to Buyers on the Domain Marketplace to sell the Domain at the indicated price without negotiation. This offer to sell the Domain at the indicated price shall remain binding until Seller updates the respective Domain listing in their Sedo User account with a different fixed price offer, or an alternative listing type, and this update has been reflected on the Domain Marketplace. Seller’s Domain prices indicated in Buy Now listings are considered to be the end price for the Buyer, including any applicable taxes. When available, Buyers on the Domain Marketplace may still submit a binding offer to the Seller below the binding Buy Now price indicated by Seller, which Seller can either accept or ignore.

The prospective Buyer acknowledges that in the case of a fixed price for a posted Domain, the purchase contract for the Domain in question at the stated purchase price in the stated currency comes into effect at the moment his bid is received by Sedo as a declaration of acceptance or, in the case the buyer submitted a binding offer lower than the Seller’s Buy Now price, at the moment the buyer’s offer is accepted by the Seller.

The interested User, as Buyer, cannot later claim, either against Sedo or against the Seller, that he did not know that his declaration was a legally binding declaration of acceptance.

6.3.2 Make Offer Listings

If a Seller does not state a fixed sales price when listing a Domain in their User account for sale, the Domain listing will default to a Make Offer listing and will serve as an invitation for other Users to submit an offer and negotiate for the purchase and sale of the Domain that is the subject of the Domain listing.

Sellers may submit a 'Minimum Offer' preference for their Domain listing by submitting or updating the Domain listing in their User account to include a minimum price at which Seller is willing to consider offers. A Minimum Offer indication on your Domain listing serves as an invitation for other Users to submit an offer in excess of the stated amount to negotiate for the purchase and sale of the Domain that is the subject of the Domain listing.

Please note, Buy Now and Make Offer Domain listings are automatically promoted on the Sedo Website and the websites of Sedo's promotional partners based on the listing preferences of Sedo's partners, which are subject to change from time to time without prior notice.

6.3.3 Binding Period for Submitted Offers

If, during the course of an Open Bid Thread a User makes an offer, which if accepted would result in a binding Purchase Agreement, or at any time a prospective Buyer makes an offer for a Buy Now listing below the Seller’s stated price, then he/she is bound to this offer for 168 hours, which corresponds to seven (7) days from the time when the offer was rendered, unless, when available as an option, a prospective Buyer has chosen a different duration of time at the time of submitting their offer, of which the Seller will be notified. (“Offer Period”). Likewise, if, during the course of an Auction, a User makes an offer, which if accepted would result in a binding Purchase Agreement, above the original bid or Reserve Price then he/she is bound to this offer for the length of the Auction Period.

Due to the binding nature of offers to purchase or sell Domains, Users should review the Domain listing carefully and perform all necessary research on suitability for intended uses to avoid any misunderstanding before submitting a binding offer. Once an offer is submitted a User is responsible for all resulting obligations to purchase or sell a Domain once a binding offer has been accepted. The Buyer's offer shall lapse if the other User rejects the offer, accepts another User's offer, submits a counter-offer, or the binding time period is allowed to lapse. The potential Buyer’s offer shall not lapse solely because the other User responds to the offer within the Offer Period by placing the Domain in an auction.

A belated acceptance of the offer or a counter-offer shall be considered to be a new offer.

6.4 Conclusion of a Purchase Agreement for Buy Now and Make Offer Listings

In the event the Buyer accepts an offer for immediate purchase, an effective Purchase Agreement for the Domain is concluded between Buyer and Seller.

If a negotiated purchase is started, a bidding process is started with the submission of a bid. The submission of the first bid by the prospective Buyer is considered as an offer for the conclusion of a Purchase Agreement contract for the listed Domain at the specified purchase price. If the Seller accepts this offer, an effective Purchase Agreement is concluded between the Buyer and the Seller. Alternatively, the seller may reject this offer or submit a new offer, which shall be deemed to be a rejection of the offer submitted by the prospective buyer and deemed to be a new counter-offer. A Purchase Agreement is concluded as soon as one of the parties accepts the offer or counteroffer of the other party.

These bids and the responses of the Sellers and Buyers will be forwarded to the other party free of charge via the email addresses provided as part of User registration. Sedo cannot guarantee that any particular bid or response will be transmitted to, and/or received by, the intended recipient. Sedo acts here neither as a Buyer nor Seller, neither as a lessee nor lessor, nor as the representative of any of the above-mentioned parties and assumes no responsibility for the contents of a Seller’s Domain listing or a Buyer’s offer for a Domain.

All declarations of intent made in the bidding process are understood to incorporate the non-dispositive rules of the standard online purchase agreement supplied by Sedo and available for review here.

6.5 Consequences of Contractual Breach and Indemnification

In the event of your breach of any of the provisions of these Marketplace Terms and Conditions or against the concluded Purchase and Agreement between Buyer and Seller, Sedo is authorized to terminate the relationship with you and/or to block your User account.

You shall indemnify and hold Sedo and its affiliates harmless from and against any and all claims for damages, liability, warnings, cease-and-desist letters from third parties, and other claims, as well as any and all costs and expenses in connection therewith, which have been caused by your conduct (including omissions).

You acknowledge and agree that in case of non-cooperation after the conclusion of the Purchase Agreement, the non-cooperating party may be sued by the other party for compliance with the Purchase Agreement or for the payment of claims for damages related to the Purchase Agreement and shall bear any legal costs that may arise in this connection.

6.6 Taxes, Currency, & Purchase Price Conversion

All prices quoted between Users during the negotiation or auction process or used by Seller in Buy Now listings or Minimum Offer preferences are understood to be end prices including any applicable taxes such as the statutory value added tax. During the bidding process, Users have the opportunity to select the currency for offers or counter-offers for Domains, where available. As soon as both parties have used the same currency for the offer and the counter-offer within an Open Bid Thread, this currency shall become the controlling currency until the conclusion of the negotiating process.

The purchase price for the Domain shall be a price in the currency upon which agreement has been reached through the timely acceptance of an offer. This purchase price in the agreed-upon currency shall form the basis for the execution of the Purchase Agreement between the Buyer and the Seller as well as formulating any fees owed Sedo.

6.7 Special Rules for Auction Listings

Sedo provides Sellers multiple options for selling their Domain in a public auction that occurs on the Sedo Website or is otherwise moderated by Sedo (“Auction”).

For each option, you set 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 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 reach a price equal to or greater than the Reserve Price. 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.

The following provisions set forth under Section 6.7 shall have priority for the conclusion of Purchase Agreements as a result of an Auction. In all other respects, the provisions set out in these Marketplace Terms and Conditions shall apply mutatis mutandis to purchase contract conclusions insofar as they are also applicable in their meaning to an auction process and insofar as they have not been modified by the provisions set out under this Section 6.7.

6.7.1 Direct Auctions

Upon paying a Direct Auction Fee, Seller may commence an Auction Period prior to an offer being submitted for their Domain and the following additional conditions shall apply. Sellers may set a price of their own choosing as their binding Reserve Price. During the Auction Period, the current highest bid will be indicated on the Bidding Page. In addition, it will be indicated on the Bidding Page if the current highest bid is lower than the Reserve Price, though under no circumstances will the Reserve Price ever be revealed. In the event that Sedo invalidates a current high bid during an Auction Period, the next highest bid will take the place of the active high bid with all resulting obligations, provided that such bid is still the high bid at the end of the Auction Period. If the Reserve Price is not reached within the Auction Period, the Domain will not be sold to any of the potential Buyers. The Seller reserves the right to lower his Reserve Price during the Auction Period but may not raise the Reserve Price under any conditions.

6.7.2 Auction Period within Direct Auctions

Sedo Auction bidding periods during which additional offers may be submitted to purchase the Domain from different potential buyers traditionally end seven (7) days following the payment of the Direct Auction Fee (“Auction Period”). Upon approaching the close of the Auction Period, the Auction Period will extend for ten (10) minutes each time a valid offer is placed within the last five (5) minutes of the Auction Period.

At the end of the Auction Period, an effective Purchase Agreement for the Domain is concluded between the Seller and the highest bidder or the first bidder, if no bid exceeding the initial bid has been submitted, so long as the winning offer exceeds the Reserve Price. Seller agrees to accept the highest offer made during the Auction Period so long as Sedo did not cancel the Auction Period in accordance with these terms and conditions. The resulting Purchase Agreement exists whether or not the Sedo Bidding Page is available at the end of the Auction Period. Once the Seller enters a Domain as an Auction, he is prohibited from offering or selling this Domain anywhere else other than within that Auction.

6.7.3 Push-to-Auction

If a prospective Buyer has submitted an offer for the conclusion of a Purchase Agreement within the scope of a negotiated purchase, the domain Seller may decide to put the domain name up for "auction" ("Push-to-Auction") instead of continuing the usual course of negotiations (offer - counter-offer). This will start an Auction process. In this case, the domain Seller conditionally accepts the offer of the prospective Buyer with the possibility that other prospective Buyers will submit higher bids within the Auction Period.

6.7.4 Auction Period within Push-to-Auctions

Once the Seller chooses the option to Push-to-Auction, the Auction Period begins and the Seller accepts the most recent offer from the prospective Buyer (the “Initial Prospective Buyer’s Bid”) as the Reserve Price. During this period, other prospective Buyers may use the Auction platform to submit offers to purchase the same Domain for a higher purchase price than the bid with which the auction was initiated. At the end of the Auction Period, a legally binding Purchase Agreement is formed between the Seller and the highest bidder.

If Sedo declares a current high bid invalid during an Auction Period, the next highest bid will take the place of the active high bid with all resulting obligations, provided that this bid is still the high bid at the end of the auction period.

However, if no other prospective Buyer submits an offer to purchase the domain at a higher price than the Initial Prospective Buyer’s Bid during the Auction Period, the initial prospective Buyer's offer will be automatically accepted and the Auction Period will end with the initial prospective Buyer as the highest bidder, thus creating a legally binding purchase agreement between the Seller and the initial prospective Buyer.

The resulting Purchase Agreement exists whether or not the Sedo Bidding Page is available at the end of the Auction Period.

You acknowledge that the Auction Period for a Push-to-Auction runs from the time the Seller selects the Push-to-Auction option until seven (7) days after the Initial Prospective Buyer’s Bid was placed. A Seller may choose to select the Push-to-Auction option up to five (5) days after Initial Prospective Buyer’s Bid was placed, but it does not mean that the Auction Period will run for seven days from that time. Therefore, if the Seller selects the Auction option two days after a potential Buyer enters an offer, the Auction Period will only run for five days. Upon approaching the close of the Auction Period, the Auction Period will extend for ten (10) minutes each time a valid offer is placed within the last five (5) minutes of the Auction Period.

6.7.5 Managed Auction Event

Alternatively, Sellers may submit their Domain for consideration to be chosen for a Sedo managed auction event that Sedo may stage from time to time at its own discretion. Sellers are instructed to apply for the Auction event via the Domain Management tool in their Sedo User account, review and accept the related Managed Auction Event Agreement. Sedo will review all Domain submissions for suitability with the Managed Auction Event. If your Domain is accepted, you will be notified and the Managed Auction Event Agreement as well as any Auction procedure terms of this Agreement shall apply.

The rules on the auction procedure and conclusion of Purchase Agreement for Managed Auction Events are the same as those for a Direct Auction and insofar apply in accordance with the rules for Direct Auctions pursuant to these Marketplace Terms and Conditions.

6.7.6 Auction Period within Managed Auction Event

For Managed Auction Events, the time for the end of the Auction will be determined individually for each Auction by Sedo, which can be viewed online. Sedo may extend the Managed Auction Period at its sole discretion. Sedo will exercise this right in particular if, due to difficulties in the software and/or hardware infrastructure, a problem-free participation in the bidding process was not guaranteed for all prospective bidders.

7. Sedo’s Rights

7.1 Sedo's Right to Cancel Open Bid Thread or Auction

Sedo reserves the right at Sedo's sole discretion to cancel an Open Bid Thread or Auction at any time, before or after the start of the Offer Period or Auction Period, including, but not limited to, violations of the terms of this Agreement, if the offered Domain risks infringing the intellectual property rights or other rights of a third party. If the Open Bid Thread or Auction Period is canceled, any binding or contractual relationship between the Seller and the highest bidder and/or the person who made the last offer shall be nullified.

7.2 Rejected and/or Blocked Domain Listings

Sedo reserves the right, at any time without prior notice and at its sole discretion, to reject the listing of any Domain on our Domain Marketplace or to remove and blacklist Domain listings which have already been entered, without prior warning, without giving any reasons and at any time, especially in the case of User's violation of this Agreement, or suspected violation of third party rights concerning a Domain, or suspected violation of applicable laws. The deletion shall remain in effect until the matter has been clarified by a court or arbitration tribunal. Relevant rights of third parties are in particular the company name rights, general name rights, and trademark rights.

7.3 Sedo’s Right to Delete Bids Made in Error

Sedo reserves the right to delete individual bids during an Open Bid Thread or Auction Period if it believes that such bids were placed clearly erroneously, by mistake, or were determined not to be a bona fide firm offer. Mistake on the part of the User must be reasonably obvious. The User must communicate the mistake to Sedo, in writing and within a reasonable amount of time. Users may not claim mistake with the purpose of interfering with or circumventing the completion of a transaction. Sedo may suspend the User's account at any time if the User is found to have falsely claimed mistake during an Open Bid Thread or Auction Period. In the case of bids canceled during an Auction Period, should Sedo invalidate a current high bid, the next highest bid shall take the place of the active high bid with all due obligations should such bid remain the high bid at the close of the Auction Period.

7.4 Sedo’s Right to Delete Bids Made Fraudulently and Offer Verification

Sedo reserves the right to delete individual bids during an Open Bid Thread or Auction Period if it believes that such bids were fraudulent, fake, "shill" bids or were determined not to be a bona fide firm offer. Sedo reserves the right to contact you to verify your identity, the validity of the bid, as well as request documents to support the validity of your bids. If Sedo is not able to verify the information in a reasonable amount of time, please be advised that Sedo has the right to delete the bid without objection. Sedo may suspend the User's account at any time if the User is found to have placed a fraudulent bid during an Open Bid Thread or Auction Period. In the case of bids canceled during an Auction Period, should Sedo invalidate a current high bid, the next highest bid shall take the place of the active high bid with all due obligations should such bid remain the high bid at the close of the Auction Period.

7.5 Sedo's Right to Cancel Bids in Case of Third Party Infringement or Violation of Law

Finally, Sedo has the right to reject a submitted bid or cancel an Auction if it becomes credibly aware of an infringement of third party rights or a violation of law by the domain name.

7.6 Consequences of Make Offer or Auction Cancellation

In the event that Sedo cancels a Make Offer or Auction process, no contract will be concluded between the Domain Seller and the prospective Buyers who have placed a bid in the Auction, nor the prospective Buyer who originally submitted an offer, in the case of Push-to-Auction. In the event that Sedo declares a current high bid in an Auction to be invalid, the next highest bid shall take the place of the active high bid with all associated obligations if that bid remains the high bid at the end of the Auction Period.

7.7 No Warranty by Sedo

Buyer acknowledges that Sedo makes no warranty, representation or guarantee that the Domain Seller actually owns the Domain sold or any associated website content or that the Domain Seller is actually and legally able to procure ownership of the Domain sold or any associated website content.

Sedo further does not warrant, represent or guarantee that a transfer of the offered Domain name, or any associated website content, to the buyer is technically possible and feasible.

Sedo also makes no warranty, representation or guarantee as to any characteristics of the Domain name or associated website content in question. This applies in particular, but not exclusively, to visitor numbers and traffic information.

Finally, Sedo does not warrant, represent or guarantee that the registered Domain name or any associated website content is free of corporate, name, trademark or other third party rights and may be used by Buyer without violating any third party rights or laws; any such verification is solely the responsibility of Buyer prior to the purchase of a Domain name or any associated website content.

Buyer acknowledges and recognizes that he must assert any claims for withdrawal, reduction or damages with regard to the purchased Domain name or any associated website content directly against his contractual partner, the Seller.

7.8 Release from Liability based on Website Availability

Sedo in no way guarantees, represents, or warrants that the Website and/or specific web page on which bids can be placed ("Bidding Page") during an Open Bid Thread or Auction Period will always be accessible. If a Bidding Page is not accessible, the Seller may not, in the future, refer to a potentially higher bid during this time period as justification for not following through with a sale. Furthermore, a potential bidder may not argue, for the same purposes, that he would have been the highest bidder for a Domain if the Website and/or Bidding Page had been available.

With regards to all Sedo Auctions, including Managed Auction Events, such as broker-assisted auctions, promotional auctions, or auctions held at affiliate websites like GreatDomains.com, in the case of technical issues which may occur within Sedo's servers, networks, or other mechanisms, Sedo may, to the extent they are within Sedo's control, take actions reasonably necessary to remedy such issues as they occur. Such actions include, but are not limited to, extending the Auction Period, rescheduling or canceling such Auctions.

7.9 Publication Rights

You grant Sedo the right to publish the name of the sold Domain as well as the final Purchase Price for reference purposes on its website or other places.

This does not apply if Buyer or Seller requests that the information not be published so long as the request is made in writing to the attention of Sedo, in due time, prior to the termination of the Domain Transfer Service. In this case, Sedo reserves the right to charge an additional fee for waiving the publication right equivalent to a percentage of the final purchase price, as indicated on Sedo's current Price List.

If the Domain name was sold as part of an Auction, the Domain name and highest bid were available for viewing on the Internet at the end of the auction and so the parties are not able to request that the information not be published.

8. Buyer and Seller Terms Applicable to all Listing Types

The following Buyer and Seller duties and obligations apply to your use of Sedo's Domain Marketplace and Auction platform:

8.1 Legal Ownership over the Domain

Buyer and Seller agree to create and maintain a User account and to fill out the registration form completely and accurately. The Domain Seller must be the verified owner of the registration, or exclusive right to register, the Domain name listed for sale. Unless the domain owner has a privacy shield for WHOIS database purposes, information provided within the Sedo User's account must correspond to the information contained in the WHOIS database provided that Users may be asked, at Sedo’s discretion, to provide sufficient proof of their right to list a respective Domain for sale on the Domain Marketplace.

8.2 Valid Registration of the Domain

Should the registration of a Domain that is the subject of a purchase and sale transaction be in risk of expiring with its relevant registrar, or if the expiration date lies within the next sixty (60) days from the date when an agreement is made for the purchase and sale of the Domain, Seller agrees to renew the Domain’s annual registration and is solely responsible for any costs or fees associated with such renewal. Buyer and Seller are each respectively responsible for any related fees charged by his/her registrar and/or service provider.

8.3 Restrictions Imposed by Domain Registration Contracts

Domains are the result of, and are subject to, all of the conditions, limitations, and restrictions contained in Domain registration agreements between the Seller and their third-party Domain registrar or reseller. As such, the transferability of Domain registration may be limited, prohibited, or otherwise subject to conditions imposed by the Domain registrar or service provider. Nothing in this Agreement or on the Website shall be construed to imply that the Seller possesses any rights to a Domain beyond those specified in the Seller's agreement with the relevant Domain registrar or reseller. When referencing a Domain as the object of a purchase and sale transaction within these terms, Domain shall refer to any rights the Seller may possess with regard to the registration of a particular Domain under its Domain registration agreement with a Domain registrar at the time of agreement. Any content or material associated with a developed website that is the object of a Purchase Agreement must be materially described in the Seller’s listing or negotiation history to be subject to the relevant Purchase Agreement.

8.4 Warranty / Guarantee

As a Seller of a Domain listed on the Domain Marketplace and/or Auction, you represent and warrant that: (i) you have registered, or have the exclusive right to register, the Domain with an appropriate Domain registrar or other registration authority; (ii) your registration rights to the Domain are current and not subject to deletion, cancellation, rescission, or deactivation by any applicable Domain registrar or other registration authority; (iii) you have not taken any action that would impair your ability or right to transfer the Domain registration right and no such action has been taken against you; (iv) the Domain has not been used in such a manner as to infringe the rights of any third party, including, but not limited to, trademark, naming or publicity rights; (v) the Domain is not the subject of any legal disputes or proceedings challenging your right to register or use the Domain; (vi) you will accurately describe the subject listing; (vii) you own and have the right to sell the content, if applicable, that you have included in your listing as part of your Domain; and (viii) if your offer to sell and transfer the Domain is accepted, you will complete the transaction with a ready, willing, and able Buyer. You will not, under any circumstances, list or transfer the rights to any Domain that you do not have sufficient rights to transfer, or that is illegal to transfer under applicable law.

8.5 Compliance with Sedo Policies

The Seller agrees not to list any Domains that violate any of Sedo's posted acceptable use policies and accepts that Sedo may refuse to list, or remove the listing for, any Domain that, in Sedo's sole discretion is deemed inappropriate for the Services. This may include, but is not limited to, Domains which may potentially infringe or violate the proprietary rights of any third person or any other Domain, or which, in Sedo's sole discretion, is inflammatory, offensive, or inappropriate and inconsistent with Sedo's general policies or acceptable use terms.

8.6 Restrictions

The Seller of a Domain agrees not to enter a bid for his/her own offer and not to instruct other persons to do so. In addition, any User manipulation of Domain listing statistics is prohibited, including, but not limited to, manipulating or otherwise falsely inflating traffic statistics represented to prospective Buyers during the course of negotiation or which are measured and displayed by Sedo.

You will not yourself, nor will you allow or enable another, to directly or indirectly interfere or attempt to interfere with the operations of the Website or the Services.

8.7 Abuse Comment System / Offer Detail Page

You understand and agree that Sedo's comment system cannot be used to communicate with the Buyer and/or Seller with the purpose of circumventing Sedo's user agreement and/or to alter/augment sales of domains, avoid commission, or alter the terms of the Purchase Agreement, besides the inclusion of website content, which shall not be included in Sedo’s Domain Transfer Service and must be transferred between Seller and Buyer directly. Misuse of the comment system to communicate contact information such as phone numbers, email addresses, or any other means of communicating outside of the Domain Marketplace comment system is strictly forbidden and a material breach of this Agreement.

8.8 Obligation to Maintain Data and Domain Names in Your User Account

The Seller agrees to keep any data they have added to the Domain Marketplace up-to-date - in particular the e-mail address as well as the Domain listings in the Sedo database. If a Domain has been sold or if Seller no longer retains registration rights to the Domain, he/she is to immediately remove the respective Domain from their User account. Furthermore, the Seller agrees to remove a Domain from the Domain Marketplace and/or Auction immediately if a warning has been issued, or as soon as any notice or knowledge has been received that the rights of a third party or applicable laws could be violated by the listing. This shall apply until legal clarification of the situation has been made.

9. Miscellaneous

9.1 Reservation of Right to Make Changes

Sedo is entitled to amend the content of these Terms and Conditions with the consent of the User, provided that the amendment is reasonable for the User, taking into account the interests of Sedo. Consent to the amendment shall be deemed granted unless the User objects to the amendment in writing within two (2) weeks of receipt of the notice of amendment. Sedo undertakes to inform the User of the consequences of failing to object when notifying the User of the change. If the User objects within this period, Sedo is entitled to terminate the contractual relationship with the User and to block the User's account.

9.2 Severability

If any provision of these Domain Marketplace Terms and Conditions, or any provision in the User Terms, are or become invalid in whole or in part, the validity of the remainder of the Domain Marketplace Terms and Conditions or User Terms shall not be affected. The invalid provision shall be replaced by an appropriate provision that comes as close as possible to what the contracting parties intended.