This document should be carefully considered by all parties to a payment plan domain sale, as it describes many important aspects of your relationship to Uniregistry.
The Buyer and Seller agree to the following terms under which the Registrar agrees to transfer the Domain Name(s) from the Seller to the Buyer incident to performance of these terms and payment of the Purchase Price and Commission to the Registrar, as posted to the accounts of the Seller and Buyer in association with the Transaction ID.
Transfer of the domain name(s) to the Buyer by the Registrar is contingent upon payment of the Purchase Price and any associated Maintenance Fees by the Buyer, the total remaining balance of which may be paid in full at any time by the Buyer prior to expiration of the Term.
Scheduled payments shown in the Payment Schedule associated with the Transaction ID shall be due on the date shown or on the next successive business day as observed in the Cayman Islands. Timely payment by the Buyer is a material condition of these terms.
Payment(s) shall be made by the Buyer in the manner specified according to the Transaction ID, subject to prior approval by the Registrar. The Buyer may be required to issue a further authorization to establish a recurring payment to be billed to the Buyer in accordance with the terms of the Buyer's payment instrument. The Buyer further authorizes the Registrar to deduct payments due from the Buyer's Uniregistry account balance.
Subject to approval by the Registrar, payment by wire transfer shall be sent, fees paid, to:
Unless otherwise agreed in writing by Registrar, each scheduled payment received from the Buyer will be applied to the Commission agreed by the Seller (in accordance with the Transaction ID record and payment schedule posted to the Seller's account), the Purchase Price, a Registrar administration fee, domain renewal fee (if applicable) and any payment transaction fee.
The Buyer may elect to make any scheduled payment in advance of its due date. Any payment amount in excess of a scheduled payment will be applied to any outstanding amount then-owed by the Buyer, and then successively to the next scheduled payment(s) due.
Each scheduled payment, less Commission and fees, will be credited to Seller's Uniregistry Marketplace account.
In the event that any payment received is less than the total amount due in an amount deemed by the Registrar to be insubstantial, such as from unanticipated deduction of intermediary fees, the difference shall be added to the next payment due, or charged to the Buyer as a separate final payment.
5.1 Due dates
Payment is due on or before the date(s) specified in the Payment Schedule. A Payment is deemed made when received by the Registrar.
5.2 Late Payments
For transactions consisting solely of two payments, no payments will be accepted after the date due. For all other transactions, no payments will be accepted after twenty one calendar days past due.
5.3 Early Payoff
Subject to all current payments having been made, the Buyer may exercise, at Buyer's sole option, to pay the remaining balance of future payments of the Purchase Price and Maintenance Fees (Early Payoff Balance) in full to obtain early ownership of the domain name(s).
5.4 Updating Payment Information
Buyer is responsible to ensure that it has provided current payment information, and for keeping it up to date.
Upon full payment of the Payoff Balance, the Registrar shall transfer registration of the Domain Name(s) to the Buyer as the registrant of the domain name(s), within one business day.
The Seller licenses the Buyer to use the Domain Name(s) during the term hereof, and authorizes the Registrar to administer this license by maintaining the domain name(s) in an account accessible to the Buyer for control of the nameserver and DNS designations to establish use of the Domain Name(s). Prior to transfer of the Domain Name(s) to Buyer pursuant to these terms, the domain registration data (WHOIS data) will reflect that the domain name(s) remains registered to the Seller pursuant to this Uniregistry Marketplace transaction, such as by "Marketplace Transaction Seller (Unique-ID)" indicating that the domain name(s) remains registered on behalf of the Seller by the Registrar subject to these domain transfer terms. The Registrar shall further provide and maintain WHOIS contacts as agent for the Buyer and Seller, and shall forward emails received via the administrative contact to the Buyer.
The Buyer and Seller agree that the Registrar is the sole authorized license administrator and transfer agent for the domain name(s), and that the Registrar is to lock the Domain Name(s) during the Term hereof against transfer attempts or requests, notwithstanding any other provision of the domain name(s) registration agreement. Neither Buyer nor Seller shall make any attempt to effect transfer of the Domain Name(s) in contravention of these terms by any method.
The Buyer warrants that the Domain Name(s) shall be used solely for lawful purposes, and in accordance with any applicable laws, regulations, and registrar or registry policies. The Buyer is solely responsible for determining its right to use the Domain Name(s) and shall be liable for its use, mis-use, or any action by the Buyer causing impairment or loss of the Domain Name(s) during such time as it is used by the Buyer.
The Buyer shall indemnify, defend, and hold harmless the Seller and the Registrar against any loss or damage (including all attorneyís fees, costs and other expenses) arising from claims of a third party for conduct arising from Buyer's use of the Domain Name(s), including by example and without limitation any act of:
In the event of such third party claim arising from use of the Domain Name(s), the Registrar shall be entitled, in its sole discretion for the purpose of mitigating liability, to (a) disable Buyer's use of the Domain Name(s), (b) identify to such claimant, court, adjudicative body or law enforcement agency, the Buyer and Seller as the parties in interest in relation to the domain name(s) and disclose the terms of this agreement, or (c) take such other reasonable measures to mitigate Registrar's liability, or potential loss or impairment of the Domain Name(s), prior to transfer of the Domain Name(s) to the Buyer.
Any impairment or loss of the Domain Name(s) attributable to Buyer's conduct shall not relieve Buyer of any obligation hereunder; The Buyer shall be liable for payment of the full Purchase Price to the Seller in the event of loss of the Domain Name(s). The Seller shall have the independent right to enforce such payment from the Buyer pursuant to the dispute provisions hereof.
The Buyer and Seller acknowledge that the Registrar may be required under the terms of the ICANN Uniform Dispute Resolution Policy, an applicable TLD registry policy, or under order of a court of competent jurisdiction, to transfer the Domain Name(s) in accordance with such administrative or judicial determination.
Failure of any payment due within 21 calendar days of the scheduled payment, shall render the Buyer in default. No payments received prior to default by the Buyer shall be refunded.
In the event of default and termination, the Registrar will return the Domain Name(s) to the full and exclusive control of the Seller. Default shall not disqualify the Buyer and Seller from initiating a further Multiple Payment Domain Transfer on such terms as they may agree.
The Seller warrants it has authority to engage in the transaction contemplated hereby, and warrants good and marketable title to the Domain Name(s).
The Buyer warrants the domain registration data (WHOIS data) includes reliable contact details including: the full name, postal address, e-mail address, voice telephone number, and fax number if available, in compliance with the domain registration terms of the registrar.
BUYER EXPRESSLY AGREES THAT IT IS PURCHASING RIGHTS TO THE DOMAIN NAME(S) AT ITS SOLE RISK. OTHER THAN AS PROVIDED IN THIS AGREEMENT, SELLER DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE OR NON-INFRINGEMENT OF ANY THIRD PARTY INTELLECTUAL PROPERTY RIGHT. SELLER DOES NOT MAKE ANY WARRANTY THAT THE DOMAIN NAME(S) WILL MEET BUYER'S REQUIREMENTS, OR THAT BUYER WILL BE ABLE TO ATTAIN ANY SPECIFIC RESULTS OR VALUE ASSOCIATED WITH THE DOMAIN NAME(S) OR THE USE THEREOF.
Unless otherwise provided in a signed writing and approved by the Registrar, these terms constitute the sole and full agreement between the Buyer and Seller in connection with the Domain Name(s). Upon transfer of the Domain Name(s) to the Buyer, sale of the Domain Name(s) will be final and non-refundable for any reason. Failure to exercise any rights under these terms shall not constitute waiver as to any other term hereof.
This Agreement shall be enforceable under the laws of the Cayman Islands. Any dispute to which the Registrar shall be named as a party shall exclusively be brought in the courts of the Cayman Islands to which jurisidiction the Buyer and Seller hereby consent. The Buyer and Seller further admit to the jurisdiction of the courts of their locations, or to such dispute resolution procedure as they may agree, for resolution of any disputes arising hereunder (to which the Registrar shall not be named as a party) and the Registrar shall implement any order issuing therefrom concerning disposition of the Domain Name(s).
Each person signing this Agreement, whether by physical or electronic signature, represents and warrants that he or she is duly authorized and has legal capacity to execute and deliver this Agreement on behalf of the respective party for whom he or she is principal and/or authorized agent. Each party represents and warrants to the other that the execution and delivery of the Agreement and the performance of such party’s obligations hereunder have been duly authorized and that the Agreement is a valid and legal agreement binding on such party and enforceable in accordance with its terms.