FOLLOWING ARE THE TERMS ON WHICH SEDO OFFERS YOU ACCESS TO OUR WEB SITE AND SERVICES.
1. Eligible Users
Use of the Site and Services is restricted to persons who: (a) are at least 18 years old, and (b) reside, or have a business address within the United States or Canada. If you are registering as a business entity, you represent that you have the authority to bind the entity to this Agreement. If you are not yet 18, do not have the capacity to enter into contracts, are easily offended, or are accessing this Site from any country where material on this Site is prohibited or illegal, you do not have permission to access the Site or the Services. If a parent or guardian wishes to permit a person under 18, and under his or her supervision, to use this Site, the parent or guardian should email Sedo at firstname.lastname@example.org to make arrangements, although no such access can be guaranteed.
Users outside the United States and Canada are required to use Sedo's affiliate web site located at www.sedo.co.uk. Accessing Sedo's services, products or contents available on our Site, except as expressly allowed through instructions and truthful statements by the User in regard to use of this Site, from places where their contents are illegal, is prohibited. Those who choose to access our Site from other locations do so knowingly on their own initiative and voluntarily at their own risk and are responsible for compliance with local laws.
2. Modification of This Agreement
Sedo may amend this Agreement at any time by posting the amended terms on the Site. Except as stated below, all amended terms shall automatically be effective at 12:01 AM on the Effective Date, which in most cases will be no less than 30 days after the amended terms are initially posted on the Site, or upon your access to the Site and Services after the posting date, whichever occurs first. The posting date and effective date for this Agreement are noted at the top of this document. Except as provided in this Section 2, this Agreement may not be amended or modified except in a writing signed by you and Sedo.
3. Acceptable Use
3.1. User Accounts
If you violate the Acceptable Use terms described herein, Sedo may, in its sole discretion, with or without notice, terminate your access to the Site and Services.
You are allowed to create one (1) user account with Sedo. Your right to use the Site is personal to you. Post office boxes or addresses of office service providers may not be used as an address for a User account. It is likewise not permitted to provide value-added service numbers as telephone numbers for a Customer Account. Furthermore, Sedo reserves the right to forbid the use of freely available email addresses as the email address for a user account.
As a condition of your use of the Site, you warrant to Sedo that you will not use the Site for any purpose that is unlawful, or prohibited by this Agreement. Prohibited uses include, but are not limited to: competitive analysis (including copying and/or providing screen shots, which are copyrighted material owned by Sedo); data mining or scraping through the use of robots, spiders, or otherwise; and/or any use with the potential to infringe the rights of any third party.
In addition, you hereby represent and warrant that: (a) you are an eligible user (see Section 1, Eligible Users); (b) you have provided accurate and complete information in connection with your registration and use of the Site (all such information collectively referred to as "Your Information"), and (c) you will update Sedo to ensure that Your Information remains accurate and complete.
3.2. Use of the Site and Services
You may not use the Site or the Services provided through or in connection with the Site to: (a) defame, abuse, harass, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; (b) conduct or forward illegal contests, pyramid schemes, or chain letters; (c) publish, post, distribute, disseminate or link to any: (i) inappropriate, profane, defamatory, infringing, obscene, adult content, nude, indecent or unlawful topic, name, material or information; (ii) software or other material protected by intellectual property laws, copyright licenses, rights of privacy or publicity, or other proprietary rights, unless you own, control such rights or have received all necessary consents for your use of such software and other materials; (iii) software or other material that contains viruses, corrupted files, or that may or are intended to damage the operation of another's computer (e.g., "cracks", "hacks", or other programs written to defeat the security measures of any computer, system or program(s)); (d) sell, distribute, disseminate or link to any sites for marketing, sales or distribution of: firearms, explosives, ammunition, liquor, tobacco products, food that is not packaged or does not comply with all applicable laws for sale to consumers by commercial merchants, pharmaceuticals and controlled substances, counterfeit, pirated or stolen goods, fraudulent goods, any goods or services that infringe or otherwise violate a third party's rights, registered or unregistered securities, goods or services that: (i) you cannot legally sell, (ii) are misrepresented, and/or (iii) if sold, would cause Sedo to violate any law, statute or regulation; (e) harvest or otherwise collect information about third parties, including email addresses, without the express consent of such third parties; (f) restrict or inhibit any other user from using and enjoying its rights in the Services or the Site, interfering with or disrupting the Services or the Site service or servers or network connected to the Site; (g) use a Domain in connection with your use of the Site that is confusing or misleading to other Users or to the public; (h) email or otherwise transmit, distribute, publish or disseminate any junk email, spam, chain letters, pyramid schemes, or any other form of duplicative or inappropriate solicitations or messages (commercial or otherwise); (i) violate the rights of any third parties, including, but not limited to, trademark, naming or publicity rights, or (j) violate any applicable government laws or regulations. Sedo does not condone or allow spam. Sedo will cooperate with legal authorities and Internet service providers in releasing information about users who violate this Acceptable Use Policy.
You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products, services or benefits obtained from the Site, except as expressly provided herein. At all times, you remain solely responsible for Your information.
3.3. Privacy and Confidentiality
You agree not to share any information provided to you by or on behalf of Sedo with any third party except as expressly permitted herein. If you sell or otherwise distribute goods or services that compete with or may otherwise serve as a substitute for products or services sold or otherwise distributed by Sedo via the Site or offered by the Site, you may not: (a) use or acquire, or have any other person use or acquire on your behalf, the products or services of the Services or the Site for which you offer competing or substitute products or services; or (b) advertise, promote, market or solicit offers to acquire such competing or substitute products in connection with your use of the Services or the Site.
Sedo is not obligated to monitor the content on the Site. However, with respect to the use of the Services or the Site, Sedo reserves the right to disclose any information, communication, or materials as necessary to satisfy any applicable law, regulation, legal process or government request, or to edit, refuse to post or to remove any information or materials, in whole or in part, from the Site, in Sedo's sole discretion, without notice at any time.
3.4. User Account Certification/Limited Use of Site and/or Services
In order to preserve a safe and secure Site and Services for our users, Sedo may elect to require you to perform a user account certification process that may include, but is not limited to, confirming your billing information, verifying the accuracy of your account details, requesting a copy of government-issued identification, and other account certification methods as Sedo may develop in its sole discretion at any time. Failure to perform the requested user account certification methods will result in limited access to the Site and Services.
3.5. Violations of Acceptable Use
Sedo may elect to discontinue offering the Site or the Services, or any portion thereof, at any time for any reason, with or without advance notice.
You are responsible for safeguarding the confidentiality of your password(s) and login name(s) issued to you by Sedo, and for any use or misuse of your account or the Services or the Site resulting from any third party using a password or login name issued to you.
You agree that you will notify Sedo immediately of any known or suspected unauthorized use, breach of security, or violation of this Agreement, on or relating to the Site.
4. Sedo Fees
Except as otherwise noted, creating a user account with Sedo is free. We do charge fees for our domain-related services and you are given an opportunity to review and accept the fees that will be charged in connection with certain Services. You are responsible for all applicable taxes (except for Sedo's income taxes), costs, hardware, software, services and all other costs and expenses related to the Services or your activity conducted through the Site. Sedo may, in its sole discretion, add, delete or change any of the Services provided or fees charged by Sedo. Sedo's standard fees and any changes will be posted to our Price List, and the applicable Services and fees will be binding on the effective date noted on the Price List. No advance notice is required for any prospectively-effective change in Services offered or fees charged therefore.
Unless otherwise stated, all fees and currency amounts are quoted in United States Dollars. The fees charged for Sedo services that are specified by Sedo are considered to be end prices and are understood to include any applicable taxes.
5. Specific Services and Applicable Terms
The following terms and conditions pertain to particular Services offered by Sedo or through the Site.
Among other Services, Sedo and the Site serve as a trading platform as well as a separate auction platform to allow Users to offer to sell and buy Domains, complete web sites, and/or web-based businesses (collectively, "Domains"). Sedo only gets involved in a resulting transaction to collect a fee for Services, or as otherwise agreed by all parties.
Before entering into a binding agreement to purchase a Domain 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, including, but not limited to, the applicable annual registration fees 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.
5.1. Online Domain Sales Platform
5.1.1. Domain Sales Marketplace
220.127.116.11. Description of Service: Domain Sales Marketplace
Except as otherwise provided in applicable posted terms, users offering their Domains for sale or lease ("Sellers") may list their Domains in the Sedo Marketplace (the "Domain Marketplace") free of charge. Sellers are free to delete their Domains from the Domain Marketplace at any time without cost unless their Domain is subject to an Exclusive Brokerage agreement, active negotiation, or pending transfer. Sedo charges Sellers a commission for sales originated and/or completed as a result of Sedo's Services. Except in the case of Buy Now price Listings (defined below), you have an opportunity to review the fees that you will be charged, per the applicable Price List, before moving forward with any transaction.
Prospective Buyers or lessees of Domains ("Buyers") may enter search terms into the Marketplace to look for offers, and to enter bids for certain entries. These bids and the responses of the Sellers 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 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. Within the scope of the basic Domain Marketplace Service, Sedo does not act as an auctioneer or as a broker.
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 purchase and sale agreement supplied by Sedo and available for review at [link]. In addition, Buyer and Seller agree that the purchase and sale transaction shall be managed by Sedo in accordance with the terms of Sedo's Domain Transfer and Escrow Services as described below in Section 5.2. The fees for Sedo's Domain Transfer and Escrow Service are posted as set forth in Section 4, entitled Fees.
Should the registration of a Domain that is the subject of a purchase and sale transaction be in risk of expiring with its relevant Domain 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 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.
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 through Sedo’s Site and Services. Buyer and Seller agree that Sedo shall not be held responsible for any abnormal registration policies, prices or fees. All registration fees must be paid by the Buyer or Seller respectively.
18.104.22.168. Limited Number of Open Bid Threads
Dependent upon User status, each User is limited in the number of Domain negotiations ("Open Bid Threads") in which they may participate simultaneously.
22.214.171.124. Currency of the Bidding Process
During the bidding process, Users have the opportunity to select the currency for offers or counter-offers for Domains. 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 be considered valid until the conclusion of the bidding process.
126.96.36.199. Binding Offers
Sedo makes no representations or warranties regarding the features of Domains listed in the Domain Marketplace. This shall apply particularly, but not exclusively, to visitor statistics, traffic statistics, and the precise alpha-numerical composition of a Domain.
If, during the course of an Open Bid Thread, a User makes an offer for the conclusion of a purchase and sale agreement, then he/she is bound to this offer for 168 hours, which corresponds to seven days from the time when the offer was rendered.
Due to the binding nature of offers to purchase or sell Domains, Users should review the Domain listing to avoid mistake before submitting a binding offer. Mistake does not relieve a User from their 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.
A belated acceptance of the offer or a counter-offer shall be considered to be a new offer.
188.8.131.52. Fixed Price and Minimum Offer Listings
If the Seller states a fixed, Buy Now selling price, then a binding offer for the conclusion of an agreement for the stated sales price lies in the listing of the Domain and is binding until the Domain listing in the Seller's user account has been changed and the change has been reflected on the Domain Marketplace. The sales price is considered to be the end price for the Buyer including any applicable taxes.
If the Seller does not state a Buy Now price, the Domain listing serves as an invitation for other Users to submit an offer for the purchase and sale of the Domain that is the subject of the Domain listing.
If the Seller states a minimum offer, the Domain listing serves as an invitation for other Users to submit an offer in excess of the stated amount for the purchase and sale of the Domain that is the subject of the Domain listing.
5.1.2. Domain Auctions
184.108.40.206. Description of Service: Domain Auctions
Once a prospective Buyer enters an offer for a Domain via Sedo’s Domain Marketplace, a Seller is presented with the option to enter the Domain into an Auction, rather than proceed in a traditional offer/counter-offer negotiation. Once the Seller chooses the Auction option, the Auction Period has commenced. In this case, the Seller accepts the offer from the potential Buyer, setting the offer amount as the reserve. During this period, other potential Buyers have the ability to use the Auction platform to bid on the same Domain for an amount of money higher than the original bid.
220.127.116.11. Binding Declaration of the Seller
When the Seller enters a Domain or Web Project as an Auction, he/she accepts the offer received, from the Initial Bidder, as the reserve price for his/her Auction, prior to the selection of the Auction Period. The Initial Bidder’s offer is automatically accepted and the Auction closes with the Initial Bidder as the winner IF no other higher bids are received by the close of the Auction Period.
The Auction Period ends seven days following the entry of the initial bid which triggered the seller to start the auction. During the Auction Period the Seller agrees that he/she must sell the Domain to the Initial Bidder for the price reflected in the offer that Seller used to trigger the start of the Auction. During this period, Sedo may not cancel the Auction.
If the Seller enters a particular Domain into an Auction Period and an Initial Bidder has previously bid on the Domain, the Seller is bound to the offered price for seven days from the time the Initial Bidder placed an offer, not seven days from the time the Auction Period was entered into.
Seller further agrees that he will accept the highest valid offer made during the Auction Period so long as the Auction Period was not cancelled by Sedo in accordance with these terms and conditions. Once the Seller enters a Domain or Web Project as an Auction, he is prohibited from offering or selling this Domain or Web Project anywhere else other than within that Auction.
18.104.22.168. End of Auction
Generally, an Auction Period will run for a seven day. However, because a Seller may choose to select the Auction option at any time after an initial bid has been made, it does not mean that the Auction Period must run for seven days from the time of selecting the Auction option, but from the entry of the initial bid by a potential Buyer. 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. During this Auction Period, the Seller and all potential Buyers are bound to the Auction. Upon approaching the close of the seventh day, the Auction Period will extend for ten minutes each time a valid offer is placed within the last five minutes of the Auction Period.
22.214.171.124. Auction Period and Transfer
During the Auction Period, the highest offer made on a particular Domain will be indicated on the Bidding Page via Sedo’s website. Sedo customers can then enter the Auction by placing higher offers. All offers will be construed as firm offers to buy the Domain for the offered price in accordance with the conditions of the purchase and sale agreement for the Domain.
If no offer is made during the Auction Period and the Auction was not cancelled by Sedo or otherwise, a legally binding contract exists between the Seller and the potential Buyer who placed the last bid before the Auction ends. If valid higher offers are placed during the Auction Period, and the Auction was not cancelled by Sedo or otherwise, a legally binding contract exists between the Seller and the prospective Buyer who placed the highest bid as reflected at the end of the Auction Period. This contract exists even if the Sedo bidding page is not available at the end of the Auction Period.
After the Auction Period ends, Buyer and Seller agree that the transfer of the Domain or Web Project will be conducted by Sedo in conjunction with the Terms and Conditions of the Sedo Escrow Service as described in Section 5.2.
126.96.36.199. Sedo’s Right to Cancel Auction
Sedo reserves the right at Sedo’s sole discretion to cancel an Auction Period at any time, including, but not limited to, if the offered Domain or Web Project infringes the intellectual property rights or other rights of a third party. If the Auction Period is cancelled, any contractual relationship between the Seller and the highest bidder and/or the person who made the last offer before the Auction Period that may have existed will cease.
188.8.131.52. Sedo’s Right to Delete Bids
184.108.40.206.1. Deleting Bids Made in Error
Sedo reserves the right to delete individual bids during the Auction Period if it believes that such bids were placed clearly erroneously, by mistake, or were determined not to be a bonae 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 anytime if the User is found to have placed a fraudulent bid during an Auction Period. In the event that Sedo invalidates a current high bid, the next highest bid, including the previous high 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.
220.127.116.11.2. Deleting Bids Made Fraudulently
Sedo reserves the right to delete individual bids during the Auction Period if it believes that such bids were fraudulent, fake, “shill” bids or were determined not to be a bonae fide firm offer. Sedo reserves the right to contact you to verify your identity, 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 anytime if the User is found to have placed a fraudulent bid during an Auction Period. In the event that Sedo invalidates a current high bid, the next highest bid, including the previous high 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.
Sedo in no way guarantees or further warrants that the web page on which bids can be placed (“Bidding Page”) during the Auction Period is permanently 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 a mechanism 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 the Domain Auction if the webpage would have been available.
With regards to auctions other than Sedo’s standard marketplace triggered auctions, 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 length of time the auction is active and/or cancelling such auctions.
18.104.22.168. Auctions with Reserve Price
Upon receiving prior permission from Sedo, a Seller may commence an Auction Period prior to an offer being placed for the particular Domain or Web Project. If such an agreement is reached between Sedo and the Seller, the aforementioned as well as the following conditions will apply.
The Seller has the right to set a reserve price for which he is willing to sell the Domain (“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 then the Reserve Price, though under no circumstances will the Reserve Price ever be revealed. 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 shall not raise the Reserve Price under any conditions.
An Auction Period running with a Reserve Price may be distinguished from a general Auction Period in that it may, at the selection of a Sedo broker, in conjunction with an agreement with the Seller, run for longer than seven days.
5.1.3. General Terms Applicable to Both Marketplace and Auction Platform
22.214.171.124. Domain Listing Rules
The following Domain listing requirements and obligations apply to your use of Sedo’s Domain Marketplace and Auction Platform:
(a) The Seller agrees to set up a user account and to fill out the registration form completely and accurately. The Domain Seller must be the verified owner of 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.
(b) 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 a third-party Domain registrar or other service provider. 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 Site 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 service provider. 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. Any content or material associated with a developed website that is the object of a purchase and sale agreement must be materially described in writing to be subject to the relevant purchase and sale agreement.
(c) As a Seller of a Domain listed on the Domain Marketplace and/or Auction, you represent and warrant that: (i) you have registered the Domain with the appropriate Domain registrar or other registration authority; (ii) your registration of the Domain is current and not subject to deletion, cancellation, rescission, or deactivation by the 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 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, listed 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.
(d) The Seller agrees not to list any Domains which violate Sedo's Offensive Domain Name Policy, which is hereby incorporated by reference. Sedo may refuse to list, or remove the listing for, any Domain which, in Sedo's sole discretion, 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, inconsistent with Sedo's general policies or Acceptable Use terms, or otherwise may infringe any proprietary right of any third party.
(e) 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 Buyer during the course of negotiation or which are measured and displayed by Sedo.
(f) 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 Site or the Services.
(g) You understand 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, commission or alter the terms of the purchase and sale.
(h) The Seller agrees to keep any data which he/she has added to the Domain Marketplace up-to-date. If a Domain has been sold, he/she is to remove it 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.
All prices quoted between Users during the bidding process or used as a Buy Now price or Minimum Offer are understood to be end prices including any applicable taxes.
126.96.36.199. Purchase Price/Currency Conversion
The purchase price for the Domain shall be the price in the currency upon which agreement has been reached through the timely acceptance of an offer. This purchase price in this agreed-upon currency shall form the basis for the execution of the purchase and sale agreement between the Buyer and the Seller as well as formulating any fees owed between the Seller and Sedo.
If the agreed-upon currency is not identical with the currency selected by the User or with the currency assigned to the User in his/her User account, then a conversion of the purchase price into the currency selected by the User or assigned to the User shall automatically be made at the moment agreement between the parties is attained. The exchange rate of this conversion shall be determined in accordance with the exchange rate of the European Central Bank which was valid at the point in time agreement was reached, rounded to five (5) places behind the decimal point.
The result of any conversion in accordance with paragraph two above shall be commercially rounded, dependent upon the currency assigned to the Customer, to full US dollars (USD) or full Euros (EUR) or full British pounds (GBP). The result of commercial rounding shall be the purchase price of the User in the currency selected by the User or assigned to the User.
188.8.131.52. Legal Relationship between Sedo, Buyer, and Seller
Sedo is neither owner of the Domains listed in the Domain Marketplace and/or Auction nor does it have any influence or control on the business conducted among Users of the Domain Marketplace and/or Auction. 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, Buyers, and Users.
Sedo shall not be liable for legal transactions or other acts of Domain Marketplace and/or Auction users. This also applies to any violations of rights of a third party through the listing of a Domain in the Domain Marketplace and/or Auction, in particular his/her/its 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 and sale agreement to follow through with their obligations under such an agreement and that Sedo, as the neutral facilitator of the Domain Marketplace, Auction, and associated Services, shall not be subject to any claims arising from the attempted purchase and sale of Domains.
Sedo will always try to complete the purchase and sale of a Domain. If an agreement has been made over Sedo’s Marketplace or Auction platform, between a Buyer and a Seller, absent new, material information presented to Sedo, or unless the Buyer is claiming breach of contract or anticipatory breach of contract, Sedo will move forward with a domain transaction. If Sedo has received payment from the Buyer and the domain from the Seller, the domain will be forwarded to the Buyer and payment to the Seller accordingly. At that point, the aggrieved party, either Buyer or Seller, would have to initiate a legal process or proceeding against the other party. Both Buyer and Seller agree that Sedo is not responsible or liable in any way for a transaction ending in this manner.
184.108.40.206. Rejected and/or Blocked Domain Listings
Sedo reserves the right, at any time, to reject the listing of any Domains into our Domain Marketplace and/or Auction 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 rights of a third party concerning a Domain, or suspected violation of applicable laws.
5.2. Domain Transfer and Escrow Service
5.2.1. Description of Service
The Domain Transfer and Escrow Service offers users Sedo's assistance with the purchase and transfer of ownership of Domains. Sedo acts here neither as a Buyer or Seller, nor as the representative of a Buyer or a Seller, nor as a broker. Sedo acts as a secure technical and financial intermediary and will hold the purchase price in escrow for the Buyer while the Seller transfers ownership of the Domain to Buyer. Upon conclusion of the Domain transfer process, Sedo will release Buyer's funds from escrow and forward the purchase price to the Seller, less applicable fees.
Drafting of custom Purchase and Sale Agreements or any legal consultations on the part of Sedo are not included in the Service and must be obtained from User's own legal representative.
5.2.2. Fees and Related Costs
The amount of the fee for the Domain Transfer and Escrow Service is specified on the Sedo Price List, which is located on the Site and which is subject to change from time to time.
In the event of Domain transfers that concern the purchase and sale of a Domain which the Seller had listed on the Domain Database, the Seller shall be responsible for paying the Sedo Domain Transfer and Escrow Service fee.
In the event of Domain transfers that concern the purchase and sale of a Domain within the parameters of the Domain Brokerage Service, the Buyer shall pay the Sedo Domain Transfer and Escrow Service fee.
When a Domain is transferred from the Seller to the Buyer, further costs can be incurred, based upon the participating registry and registrar providers. The responsibilities for these payment obligations are defined by the relationship of the Customer to the provider. This can include, but is not limited to, the responsibility of the Seller to pay for a registration renewal when the domain is set to expire within the next sixty (60) days from the time agreement was reached.
220.127.116.11. Reaching an Agreement
In the event that a purchase and sale agreement has been reached between the Buyer and the Seller during the course of a Marketplace or Auction bidding process, Sedo shall provide a standard online purchase and sale contract for Buyers and Sellers that is automatically tailored to the sale of the Domain that was the subject of their negotiation. Depending upon the processing stage of the transaction, the other User’s respective data may be made anonymous until the transaction is complete. Should either party fail to meet to their obligations under the respective agreement, the identity of the breaching User shall be provided to the injured User upon request.
5.2.3. Management of Domain Transfer
18.104.22.168. Obligation of Buyer to Make Payment to Designated Escrow Account
After reaching agreement for the purchase and sale of a Domain, Sedo shall contact the Buyer via email to request the transfer of the amount due to Sedo's escrow account where it will be safeguarded until transfer of Domain ownership has been completed. Upon said request, the Buyer is obligated to remit payment of the amount owed to Sedo's escrow account.
22.214.171.124. Transfer of Domain and/or Internet Project
Once the full amount of the purchase price owed has been received by Sedo's escrow account, the process of transferring ownership of the Domain from the former owner (the Seller) to the new owner (the Buyer) shall commence. Sedo shall then instruct the Buyer and the Seller of the Domain as to the required steps and best practices involved in the technical domain name registration transfer process. Sedo can only ensure the prompt and orderly transfer of Domain ownership if Sedo's instructions to the Buyer and Seller are strictly followed. As such, the Buyer and Seller are obligated to provide the required cooperation to each other and to Sedo. Failure to cooperate may be considered by the injured party as a material breach of the relevant purchase and sale agreement.
126.96.36.199.1. Quick Transfer
In certain specialized cases, to effectuate a “quick” transfer, Sedo will conduct domain “pushes”, which includes creating a domain registrar account on behalf of the Buyer, utilizing the contact information in the Buyer’s User Account. Once the registrar account has been created, and the domain has been securely pushed from Seller’s registrar account to the Buyer’s registrar, Sedo’s transfer agent will give the Buyer their respective registrar account information, including password and login details. Transfer of domain ownership is transfer of control of the domain and once the Buyer has control over the purchased domain, he/she cannot claim that Sedo has not performed its duties under this User Agreement based solely on the fact that the domain is not at any specific domain registrar.
188.8.131.52. Successful Transfer and Payment of Purchase Price
Upon successful transfer of the Domain to the Buyer, payment of the purchase price owed to the Seller shall be remitted in a timely manner. A successful transfer of ownership of the Domain has taken place when the Buyer's registration data has been updated in the WHOIS database of the relevant domain name registry and the Buyer has assumed technical control of the Domain. In the event that Sedo assumes temporary control of the Domain in an escrow capacity, then a successful transfer shall be considered to have been made at that moment in which Sedo obtains control of the Domain and the Seller has lost control of this Domain.
If, during the course of a bidding process in accordance with Section 5.1 above or the Domain Brokerage Service, the purchase and sale agreement has been concluded and the currency selected by the Seller or the currency assigned to the Seller is not identical to the agreed-upon currency, then the payment to the Seller shall be made in the currency he/she has selected or which has been assigned to him/her. The prevailing amount shall be the purchase price obtained in accordance with Sub-Section 5.1.9 after conversion and rounding work has been carried out in the currency selected by the Seller or the currency assigned to the Seller less any possible fee for the Domain Transfer and Escrow Service. In this case, the Seller shall not be entitled to demand the payment of the purchase price in another currency or to avail himself/herself of a different exchange rate than the fundamental exchange rate of Sedo in accordance with Section 5.1.9.
184.108.40.206. Unsuccessful Transfer and Repayment
In the event that the transfer of ownership is ultimately unsuccessful, the full payment submitted to Sedo's escrow account shall be returned to the Buyer. There shall be considered to be no ultimate failure of the transfer if the unsuccessful transfer of the Domain or web project to the Buyer is solely due to the fact that the Buyer has not undertaken the further required cooperative actions required upon his/her part after the payment of the purchase price and any additional fees if relevant.
As stated in Section 220.127.116.11 (Legal Relationship as Between Sedo, Buyer and Seller) Sedo will always use its best efforts to effectuate the purchase and sale of a Domain. If an agreement has been made over Sedo’s marketplace or auction platform between a Buyer and a Seller, absent new, material information presented to Sedo, or unless the Buyer is claiming breach of contract or anticipatory breach of contract, Sedo will move forward with a transaction. If Sedo has received payment from the Buyer and the domain from the Seller, the domain will be forwarded to the Buyer and payment to the Seller accordingly. At that point, the aggrieved party, either Buyer or Seller, would have the right to initiate a legal process or proceeding against the other party. Both Buyer and Seller agree that Sedo is not responsible or liable in any way for a transaction ending in this manner.
18.104.22.168. Publication Rights
The Buyer and Seller agree that Sedo shall have the right to publish the name of a Domain sold as well as the respective purchase price on the Site or in other places for reference purposes. This shall not apply if the Buyer or Seller objects to the publication, provided that objection must be received by Sedo in writing before completion of the Domain transfer and escrow process. However, Sedo will always publish and display a Domain name sale and the highest bid/selling price if the Domain was sold via Auction. In an Auction, neither Buyer nor Seller may request that the Domain and details of the sale be withheld.
22.214.171.124. Proof of Purchase/Requests for Tax Information
Sedo is neither the buyer nor seller in a Domain purchase and sale transaction. As such, if the Buyer requires an invoice of the purchase and sale transaction or is required to request tax information from the Seller, such as a form W-9, the Buyer needs to inform Sedo of this request as soon as an agreement has been reached between the Buyer and Seller. Sedo will then communicate the request to the Seller. The Seller agrees that he/she will comply with such request if the request is promptly made at the beginning of the transfer.
5.2.4. Penalties for Failing to Perform Obligations
Sedo reserves the right to cancel the escrow and transfer of domain ownership if one of the parties to the purchase and sale agreement fails to fulfill its obligation to cooperate in the transfer process after two (2) requests are made by Sedo via the email addresses provided in his/her user account ("Failed Transfer").
In the case of a Failed Transfer, Sedo reserves the right to collect any applicable commission fee from that party who has violated his/her obligation to cooperate in the completion of the transaction. Furthermore, any claims for damage compensation or contractual performance can 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 and sale agreement. The Buyer and Seller agree that the injured party is entitled attorney’s fees from the other should legal action be necessary to enforce rights pursuant to the purchase and sale agreement.
5.2.5. Dispute between the Parties during Transfer
In the event that the purchase price to be paid by the Buyer has been transferred to the Sedo escrow account and the Domain and/or website content has been transferred to the Buyer in whole or in part, neither party may seek cancellation of said ownership transfer or payment. In the event that the parties become involved in a dispute at any time during the transfer and escrow process, Sedo may set a reasonable deadline for the parties to reach an agreement. In the event that said deadline passes without a resolution, Sedo shall then be entitled to release the purchase price to the to the Seller and the Domain and/or website content to the Buyer in accordance with the purchase and sale agreement.
5.2.6. Rejection and/or Failure of Transfer
BUYER AND SELLER AGREE THAT SEDO SHALL NOT BE LIABLE FOR DETRIMENT OR DAMAGES ORIGINATING FROM A FAILED TRANSFER PROVIDED THAT SUCH CLAIMS ARE NOT BASED UPON THE INTENTIONAL WRONGDOING OR GROSS NEGLIGENCE OF SEDO, ITS STATUTORY REPRESENTATIVES OR VICARIOUS AGENTS.
This shall apply particularly in cases in which either the Buyer or Seller rejects the proper completion of transfer-related documents, impedes the execution of the transaction in another way or in the case where one of the contractual parties cannot be properly identified due to providing incorrect or misleading contact information.
5.2.7. Disclaimer of Warranties by Sedo
Sedo shall dedicate itself to the secure transfer of ownership of a Domain and payment of the purchase price after an agreement has been reached between the Buyer and the Seller.
SEDO IS NOT THE SELLER, AND AS SUCH, MAINTAINS NO DUTY TO VERIFY THAT THE DOMAIN NAME AND/OR INTERNET PROJECT BEING SOLD AND TRANSFERRED DO NOT VIOLATE THE PRIORITY RIGHTS OF ANY THIRD PARTIES AND THUS MAKES NO WARRANTIES AS TO THE EXISTENCE OF CONFLICTING PRIORITY RIGHTS OF ANY THIRD PARTIES.
The Buyer and Seller agree that the Domain Transfer and Escrow service does not include an examination or verification of the existence of any conflicting priority firm name, naming or trademark rights or other rights of third parties.
FAILURE TO PERFORM AN EXAMINATION OF THE DOMAIN NAME AND/OR INTERNET PROJECT FOR THE EXISTENCE OF CONFLICTING RIGHTS, INCLUDING, BUT NOT LIMITED TO, PRIORITY OWNERSHIP RIGHTS, TRADEMARK RIGHTS, AND/OR VIOLATION OF APPLICABLE LAW, IS THE SOLE RESPONSIBILITY OF THE BUYER AND SELLER.
5.3. Domain Parking Service
5.3.1. Description of Service
Domain Parking is an optional service for Users to "park" their undeveloped domain names in order to generate revenue and increase the chance of a sale. To use Domain Parking, the User must forward his/her Domain to a URL or a Nameserver specified by Sedo and enter the Domain in their Sedo account. Sedo will then automatically generate a customized page with banner and/or text ads, and, if appropriate, a sign that the respective domain name is for sale. The complete Domain Parking Specifications and Guidelines define the technical specifications and guidelines for using the Domain Parking Service and are hereby incorporated by reference. No advance notice is required for any prospectively effective change to the Domain Parking Specifications and Guidelines. Domains that are not added to a Sedo User account do not accumulate a Click Balance. The registered owner of such domain is solely responsible for any content displayed by directing the domain to Sedo’s Services.
Sedo's Domain Parking Service is free of charge for Users. Users who choose to park their Domains with URL forwarding may incur costs from third party domain hosting providers and User is responsible for any and all fees associated with using URL forwarding to park domains with Sedo.
5.3.3. User Obligations
Users who utilize the Domain Parking Service are obligated to follow and abide by the Domain Parking Specifications and Guidelines as described above. Furthermore, Users who utilize the Domain Parking service are obligated and solely responsible for verifying that their use of the Domain Parking Service with his/her Domain(s) does not and will not violate the rights of any third parties, including, but not limited to, trademark rights, naming rights, and rights protected by unfair competition laws. In addition, should User receive notice from a third party regarding their use of Sedo's Domain Parking Service the User is obligated to immediately cease their use of the Domain Parking Service for the respective Domain and contact Sedo and provide any relevant information related to such notice.
USER HEREBY INDEMNIFIES SEDO IN FULL SCOPE FROM ANY AND ALL POSSIBLE CLAIMS AGAINST SEDO IN RELATION TO SELLER'S VIOLATION OF THESE OBLIGATIONS.
5.3.4. Notice of Potential Violation of Third Party Rights
In the event that Sedo has been notified by a third party that a User's use of the Domain Parking Service may infringe the rights of a third party, Sedo reserves the right to immediately suspend the Domain Parking service without prior notice and to prohibit the User from using the affected domain(s) with the Domain Parking Service.
5.3.5. Advertising Keywords
Users who use the Domain Parking Service must select an advertising keyword for each of his/her parked Domains that is related to the subject matter of the Domain and which controls which advertisements appear for the respective Domain. All keyword selections must comply with Keyword Selection Policy, which is hereby incorporated by reference and subject to revision from time to time. User agrees not to select advertising keywords likely to cause the display of content infringing the rights of any third party. Sedo reserves the right to examine, change and/or disable advertising keywords at any time, without notice, and at its sole discretion to ensure relevancy in relation to the respective Domain(s), non-infringement of any third party right, or violation of Sedo’s Offensive Domain Policy.
5.3.6. Generation of Click Balance and Payment
If an Internet user clicks on an advertising banner or an advertising link which has been displayed on the webpage of User's Domain(s) which he/she has listed with the Sedo's Domain Parking Service, then a click balance shall be credited to the User's account in an amount determined at Sedo's sole discretion ("Click Balance").
The total Click Balance generated shall be paid out to the User, so long as there are no indications of “fake” or manipulated traffic, as defined below, or active legal disputes in relation to User's use of the Domain Parking Services, at an interval and in the manner as described in the Domain Parking Specifications and Guidelines. If a Click Balance is not redeemed by the User within twelve (12) months after being generated, then the Click Balance shall expire and is no longer credited to the User Account.
In accordance with the Domain Parking Specifications and Guidelines, Sedo reserves the right to reject payment requests to unconfirmed PayPal accounts. In addition, Sedo reserves the right to demand verification of User identity before releasing Click Balance payments to said User.
User Click Balances resulting from use of the Domain Parking Service are subject to revision for reasons including, but not limited to, accounting corrections from Sedo’s advertising providers or revisions to rates per click. Sedo will only pay Click Balances that correlate to the actual share of revenue that we actually receive from our advertising provider.
In the event that Sedo discovers a mistake in a month’s Click Balance already paid to User, the User agrees to cooperate with Sedo to correct the accounting discrepancies, including returning any unearned Click Balance mistakenly paid, so long as Sedo attempts to contact the User within 30 days of discovering the mistake.
PLEASE BE ADVISED THAT STATISTICS DISPLAYED IN YOUR ACCOUNT, ON THE SEDO MARKETPLACE OR OTHERWISE COMMUNICATED TO YOU BY SEDO ARE FOR INFORMATIONAL PURPOSES ONLY AND DO NOT REFLECT REAL TIME ACCURATE ACCOUNTINGS OF DOMAIN STATISTICS OR CLICK BALANCE.
5.3.7. Suspicion of "Fake Traffic" and Consequences
"Fake” or otherwise manipulated traffic is hereby defined as statistically measured visits to a Domain utilizing the Domain Parking Service and/or clicks on an advertising banner or advertising link being displayed on the page associated with said Domain, which have been produced by anyone other than a living individual with good-faith intent to inquire about the subject matter being displayed on said Domain.
Upon reasonable suspicion that a User's Click Balance is the result of Fake Traffic, Sedo reserves the right, without prior notice and at Sedo's sole discretion, to delete any or all of the accumulated Click Balance for a User Account, to deny any or all of the User's Domain(s) from utilizing the Domain Parking Service, and/or suspend or delete the User's account. Nothing herein shall prevent Sedo from pursuing any claim of damages against the User in relation to their violation of this Section 5.3 or the Domain Parking Specifications and Guidelines.
5.3.8. Right to Terminate Service
Sedo and User reserve the right to terminate provisions of the Domain Parking Service at any time, without notice or reason.
5.3.9. Limitation of Liability and Warranty Disclaimer
Sedo does not guarantee the success of the search for the advertising links associated with the advertising keyword specified by the User. Furthermore, Sedo does not guarantee specific click rates or click prices which User hereby recognizes fluctuate dependent upon market forces.
SEDO IS NOT RESPONSIBLE FOR ANY CONTENT PROVIDED BY THIRD PARTIES (INCLUDING ADVERTISERS) THROUGH THE DOMAIN PARKING SERVICE. USER IS SOLELY RESPONSIBLE FOR THE CONTENT DISPLAYED ON USERS DOMAINS. SEDO AND ITS LICENSORS MAKE NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, AND NONINFRINGEMENT. DOMAIN PARKING STATISTICS ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY. SEDO MAKES NO GUARANTEE AS TO THE ACCURACY OF ANY STATISTICAL INFORMATION PROVIDED.
5.3.10. Intellectual Property
Sedo and its advertising providers maintain all right, title and interest, including without limitation all intellectual property rights relating to the Domain Parking Service. Any rights not expressly granted herein are reserved. User shall not, and shall not allow any third party to: (a) modify, adapt, translate, prepare derivative works from, decompile (except to the extent allowed by law), reverse engineer, disassemble, or otherwise attempt to derive source code from the Domain Parking Service, the advertising links, or any other technology or documentation obtained from the Domain Parking Service; (b) crawl, index or in any non-transitory manner store or cache information obtained from the Domain Parking Service; or (c) engage in any action or practice that reflects poorly on Sedo or its advertising partner.
Users should be aware that Sedo is not the editor of the parking pages it provides to its users. However, Sedo maintains all associated intellectual property rights, including, but not limited to, copyright rights in the design elements in such pages as they are published.
In the unlikely event that Sedo allows the User to customize the design the webpage delivered for the User's Domain(s), the User shall be obliged to ensure and guarantee that any and all contents used or provided by the User may be used for such purpose. User represents and warrants that all required licenses have been acquired and no rights of third parties, including, but not limited to, trademarks, copyrights, proprietary rights, or other applicable laws are violated.
THE USER HEREBY INDEMNIFIES SEDO IN FULL SCOPE FROM ANY AND ALL POSSIBLE CLAIMS AGAINST SEDO IN RELATION TO SELLER'S VIOLATION OF THESE OBLIGATIONS.
5.4. Domain Appraisal Service
5.5. Domain Showcase Service
5.6. Domain Brokerage Service
6. Liability Disclaimer and Indemnification
Sedo is in no way responsible for the content of any web site owned or operated by a third party that may be linked to or from the Site or Services via hyperlink, whether such hyperlink is provided by Sedo or by a third party. No judgment or warranty is made with respect to the accuracy, timeliness or suitability of the content of any web site to which the Site may link, including information on the web site regarding the Sedo Site. By providing access to other web Sites, neither Sedo nor its affiliates are recommending the purchase or sale of the stock issued by any company, nor are they endorsing products or services offered by any web site's sponsoring organization.
YOU AGREE THAT USE OF SEDO'S SERVICES AND THE SITE IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED ON AN "AS IS" AND AN "AS AVAILABLE" BASIS. SEDO EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SEDO MAKES NO WARRANTY TO ANY PROSPECTIVE BUYER THAT THE DOMAINS LISTED BY SELLERS ON THE SEDO DATABASE HAVE IN FACT BEEN REGISTERED, OR THAT THE SELLERS ARE THE LEGAL OWNER OF SUCH DOMAINS, OR THAT THEY ARE AUTHORIZED TO ASSIGN/LICENSE SUCH DOMAINS. SEDO MAKES NO WARRANTY THAT THE BUYER MAY USE THE DOMAIN OR THAT THE SELLER MAY TRANSFER THE DOMAIN WITHOUT VIOLATING ANY RIGHTS OF A THIRD PARTY. SEDO MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THEY WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, NOR DOES SEDO MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE SITE. YOU UNDERSTAND AND AGREE THAT YOUR USE OF ANY MATERIAL AND/OR DATA DOWNLOADED FROM THE SITE OR ANY SERVICES OBTAINED THROUGH OR PROVIDED BY SEDO IS AT YOUR SOLE DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM ANY SUCH DOWNLOAD OR USE OF SUCH INFORMATION OR OTHER RELATED TRANSACTION. NO ADVICE OR INFORMATION THAT YOU MAY OBTAIN FROM SEDO OR THROUGH THE SERVICES PROVIDED BY SEDO SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED THEREIN.
You agree that, regardless of any statute or law to the contrary, except as prohibited by law, any claim or cause of action arising out of or related to this Agreement, the Site, or Sedo's products or Services, must be commenced within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.
IN NO EVENT SHALL SEDO, ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, OR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SITE, THE SERVICES, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). SEDO'S LIABILITY, AND THE LIABILITY OF ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU HAVE PAID TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100. YOU AGREE TO INDEMNIFY AND HOLD SEDO AND (AS APPLICABLE) SEDO'S PARENT, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS' FEES, MADE BY A THIRD PARTY DUE TO OR ARISING OUT OF YOUR USE OF THE SITE OR THE SERVICES, YOUR BREACH OF THIS AGREEMENT OR THE DOCUMENTS IT INCORPORATES BY REFERENCE, OR YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY.
7. Intellectual Property
All content, database information, data and services available on, and collected as a whole through this Site, are property of Sedo, its affiliates, advertisers and licensors, and are protected by copyrights, trademarks, service marks, patents, trade secrets, and other proprietary rights and laws in the United States and internationally. All rights not expressly granted herein are fully reserved by Sedo, its affiliates, advertisers, and licensors. Sedo's licensors' or other third-party materials, services or products referenced on this Site are common law or registered trade marks or service marks of such parties.
If you believe that your work has been copied and is accessible on the Site in a way that constitutes copyright infringement, notify Sedo's designated agent in writing and provide the following information: your name; your email address; your mailing address; your phone number; the URL, path or other specific location where the allegedly infringing material is located; description of the allegedly infringed work, including (if available) the URL, path or other specific location where the copyrighted work may be found for comparison; and your relationship to the owner of the allegedly infringed work. Pursuant to European or US law, notifications of claimed copyright infringement should be sent to Sedo's Designated Agent. See Section 10 (How to Contact Sedo).
All contents of the Site are: Copyright 2008 Sedo.com, LLC and/or its suppliers. All rights reserved.
"Sedo" is a registered trademark of Sedo GmbH. The names of other companies and products mentioned herein may be the trademarks of their respective owners. Any rights not expressly granted herein are reserved by Sedo.
8. Term and Termination
Until and unless terminated by you or Sedo, your status as an eligible or registered User will continue indefinitely, and fees for services will be charged as described herein (see Section 4, Fees). Sedo may terminate this Agreement and your access to the Site and related Services at any time, with or without cause, and with or without notice.
Upon termination of your right to use the Site, you will no longer have access to any data or information you had previously created, maintained, managed, or stored in the Site or Sedo's systems. Sedo is under no obligation to maintain any such data or information.
Your obligations pursuant to Section 3 (Acceptable Use), Section 4 (Fees), Section 6 (Liability Disclaimer and Indemnification), Section 7 (Intellectual Property), Section 8 (Term and Termination), and Section 9 (General) shall survive the termination of this Agreement and your right to use the Site.
Sedo manages the Site and Services from its offices in Massachusetts. This Agreement is governed by the laws of the Commonwealth of Massachusetts, USA, without regard to its choice of law rules. You hereby consent to the jurisdiction of, and venue in, courts located in Middlesex or Suffolk County, Massachusetts, USA in all disputes arising out of or relating to the Site. In addition, you hereby consent to the exclusive jurisdiction of, and venue in, such courts for any action commenced by you against Sedo or its affiliates in any dispute arising out of or relating to the Site. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including, without limitation, this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Sedo as a result of this Agreement or use of the Site or Services. Sedo's performance of this Agreement is subject to existing laws and legal processes, and nothing contained in this Agreement is in derogation of Sedo's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by Sedo with respect to such use. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect. Unless otherwise specified herein, this Agreement constitutes the entire agreement between the user and Sedo with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Sedo with respect to the Site. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form, and any such printed, true, and accurate copy shall be deemed an original document for evidentiary purposes. Any failure of Sedo to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. You may not rent, lease, license, grant a security interest in, or otherwise transfer, assign, or sublicense your rights hereunder to any third party. At any time, Sedo may, in its sole discretion and without providing notice or obtaining your consent, assign this entire Agreement or delegate some or all of its responsibilities hereunder.
10. How to Contact Sedo
Mail: Sedo.com LLC
161 First Street
Cambridge, MA 02142
Infringement Claims (Designated Agent)
To request removal of a Domain either listed for sale or parked with Sedo, please review our Rights Protection Program (RPP) for information on filing a legal complaint.
Mail: Sedo.com LLC
Attn: Legal Department
161 First Street
Cambridge, MA 02142
Customer Service and Support
Monday-Friday 9:30-5:30 EST