DOMAIN NAME PURCHASING SERVICE AGREEMENT
THIS AGREEMENT is made this [Date] by and between [Name of Domain Name Purchasing Service] a [State of Incorporation] corporation with offices at [Address of Domain Name Purchasing Service] (“Domain Name Purchasing Service”) and Customer (“Customer”) (collectively the “Parties”).
      WHEREAS, Domain Name Purchasing Service is in the business providing a forum which facilitates the buying of currently registered domain names (“Services”); and
      WHEREAS, Domain Name Purchasing Service provides transaction services for its Services in exchange for a commission of each completed transaction; and
      WHEREAS, Customer desires to buy a currently registered domain name.
      This Agreement sets forth the terms and conditions of Customer's use of Domain Name Purchasing Service's domain name purchasing services. Customer's electronic acceptance of this Agreement signifies that Customer has read, understands, acknowledges and agrees to be bound by this Agreement, along with Domain Name Purchasing Service's Universal Terms of Service Agreement, which can be found at [link].
      Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.
1. TERMS OF SERVICE
Domain Name Purchasing Service, in its sole and absolute discretion, may change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to the Domain Name Purchasing Service Web site (“Site”). Customer acknowledges and agrees that (a) Domain Name Purchasing Service may notify Customer of such changes or modifications by posting them to this Site and (b) Customer's use of this Site or the Services found at this Site after such changes or modifications have been made (as indicated by the “Last Revised” date at the top of this page) shall constitute Customer's acceptance of this Agreement as last revised. If Customer does not agree to be bound by this Agreement as last revised, Customer should not use (or continue to use) this Site or the Services found at this Site. In addition, Domain Name Purchasing Service may occasionally notify Customer of changes or modifications to this Agreement by e-mail. It is therefore very important that Customer keep Customer's account (“Account”) information, including Customer's e-mail address, current. Domain Name Purchasing Service assumes no liability or responsibility for Customer's failure to receive an e-mail notification if such failure results from an inaccurate or out-of-date e-mail address.
2. DESCRIPTION OF SERVICES
The Services are provided to facilitate the buying of currently registered domain names. Domain Name Purchasing Service provides a venue and a transaction facilitation process and will take a stated commission for each completed transaction. Domain Name Purchasing Service is not an escrow agent. Domain Name Purchasing Service is not in custody of all of the domain names that may be purchased using the Services. As a result, Domain Name Purchasing Service has no control over the quality, safety, or legality of many of the domain names. A seller may elect to withdraw from negotiations at any time without any penalty. If Customer engages in a transaction with a selling price of [dollar amount] ($[dollar amount]) or greater, Customer acknowledges and agrees to be bound by any agreements required by the third-party escrow service. Customer acknowledges that third-party escrow services will not be available for all transactions.
      In transactions with a selling price of less than [dollar amount] ($[dollar amount]), third-party escrow service is not available. In these transactions, Domain Name Purchasing Service acts as a transaction facilitator to help Customer make and receive payments from third parties. Domain Name Purchasing Service is not an escrow agent, rather Domain Name Purchasing Service acts as Customer's agent based upon Customer's direction and requests to use the Services that require Domain Name Purchasing Service to perform tasks on Customer's behalf. Domain Name Purchasing Service will not use Customer's funds for operating expenses or any other corporate purposes, and will not voluntarily make funds available to creditors in the event of bankruptcy or for any other purpose. Customer acknowledges that Domain Name Purchasing Service is not a bank and Services are payment processing services rather than banking services. Customer further acknowledges that Domain Name Purchasing Service is not acting as a trustee, fiduciary, or escrow with respect to Customer's funds.
      In transactions where the maximum offering price is [dollar amount] ($[dollar amount]) or greater, Customer acknowledges and agrees that a [number] percent (#%) deposit is required, up to a maximum of [dollar amount] ($[dollar amount]). This deposit will be put into an escrow account and will be used for payment at the time of purchase. Should Domain Name Purchasing Service negotiate a deal at or below the maximum offer price, and Customer does not complete the transaction, this deposit is non-refundable. Domain Name Purchasing Service may require an additional deposit from Customer to meet the [number] percent (#%) deposit requirement should Customer increase Customer's initial offer. Upon completion of Customer's purchase, the [number] percent (#%) deposit fee will be credited to the commission owed. Should Domain Name Purchasing Service be unable to negotiate a purchase at or below Customer's maximum offer, the [number] percent (#%) deposit will be refunded to Customer, minus any fees that Customer may owe.
      In all transactions, where the domain name is registered to Domain Name Purchasing Service, domain names purchased through the Services may not be transferred away from Domain Name Purchasing Service to another registrar for a period of [number] (#) days following the Change of Ownership date.
3. AVAILABILITY OF SERVICES
Subject to the terms and conditions of this Agreement and each of Domain Name Purchasing Service's policies and procedures, Domain Name Purchasing Service shall use commercially reasonable efforts to attempt to provide (A) certain portions of the Services on a twenty-four (24) hours per day, seven (7) days per week basis throughout the term of this Agreement and (B) other portions of the Services, including, but not limited to, the domain broker(s), during normal business hours. Customer acknowledges and agrees that from time to time the Services may be inaccessible or inoperable for any reason, including, without limitation:
a)   equipment malfunctions,
b)   periodic maintenance procedures or repairs that Domain Name Purchasing Service may undertake from time to time, or
c)   causes beyond the reasonable control of Domain Name Purchasing Service or that are not reasonably foreseeable by Domain Name Purchasing Service, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures.
Customer acknowledges and agrees that Domain Name Purchasing Service has no control over the availability of the Services on a continuous or uninterrupted basis.
4. OBLIGATIONS OF THE CUSTOMER
Customer agrees to thoroughly, accurately, and honestly complete all forms and requests for information provided by Domain Name Purchasing Service throughout the process. Customer agrees that Domain Name Purchasing Service will not be responsible for any false or misleading information Customer provides, whether intentionally or unintentionally.
      Customer agrees to notify Domain Name Purchasing Service within [number] ([#]) business days when any of the information Customer provided changes. It is Customer's responsibility to keep this information in a current and accurate status. Failure by Customer, for whatever reason, to provide Domain Name Purchasing Service with accurate and reliable information on an initial and continual basis, shall be considered a material breach of this Agreement. Failure by Customer, for whatever reason, to respond within [number] ([#]) business days to any inquiries made by Domain Name Purchasing Service to determine the validity of information provided by Customer, shall also be considered a material breach of this Agreement.
      In the event Customer's transaction is [dollar amount] ($[dollar amount]) or greater and includes third-party escrow service, Domain Name Purchasing Service may disclose personally identifiable information to such third-party escrow service for the sole purpose of facilitating the transaction. By seeking to purchase a domain name with a price that exceeds the minimum escrow price established by the site requiring the use of a third-party escrow service, Customer acknowledges and agrees to the sharing of such information.
5. PURCHASING DOMAIN NAMES
As a buyer, Customer is obligated to complete the transaction if Customer and the seller agree to a price for the domain(s). Customer is required to deposit this mutually agreed-upon price and buyer's broker premium, as established by Domain Name Purchasing Service, as soon as practical after Customer and the seller reach an agreement, but in no event later than [number] ([#]) business days after Customer and the seller have agreed to a price. By initiating and sending payments through the Services, Customer appoints Domain Name Purchasing Service as Customer's agent to receive the funds on Customer's behalf and transfer them to the recipient Customer designates. Once Customer sends payment, Domain Name Purchasing Service will hold those funds as Customer's agent for a prescribed period of time based on the type of transaction, at which time Domain Name Purchasing Service will release the funds to the seller. At no time will Customer be able to withdraw those funds or send the funds to another recipient unless the initial transaction is cancelled. Should the seller refuse payment, the funds, minus an administration fee, will be returned to Customer. Customer agrees that Domain Name Purchasing Service is not responsible for breach of contract based upon seller's refusal to accept the aforementioned mutually agreed-to sales price. In the event Customer and the seller do not reach an agreement upon a sales price, Domain Name Purchasing Service shall return any funds held by Domain Name Purchasing Service for the purchase of the domain to Customer as soon as commercially reasonably possible.
      Customer acknowledges and agrees that in no event shall Domain Name Purchasing Service refund to Customer the initial fee Customer is required to pay to use the Services. In the event Customer does not complete payment for a domain purchase after a mutually agreed-upon price has been met, Customer will forfeit any deposits paid as a penalty.
6. DOMAIN NAME PURCHASING SERVICE'S RIGHTS
In addition to any and all other rights reserved by Domain Name Purchasing Service in this Agreement, Domain Name Purchasing Service expressly reserves the right in its sole discretion to:
a)   modify its pricing through e-mail notification;
b)   review Customer's use of the Services for compliance with this Agreement and the Universal Terms of Service Agreement, which can be found at [link];
c)   establish limits and guidelines concerning the use of the Services;
d)   terminate Customer's Services for unsolicited, commercial e-mailing (i.e., spam, sending e-mail to subscribers who have not “opted-in”); illegal access to other computers or networks (i.e., hacking); distribution of Internet viruses or similar destructive activities; nonpayment of fees; activities designed to defame, embarrass, harm, abuse, threaten, slander, or harass third parties; activities prohibited by the laws of the United States and/or foreign territories in which Customer conducts business; activities designed to encourage unlawful behavior by others, such as hate crimes, terrorism, and child pornography; activities that are tortious, vulgar, obscene, invasive of the privacy of a third party, racially, ethnically, or otherwise objectionable; activities designed to impersonate the identity of a third party; and activities designed to harm minors in any way, and other activities whether lawful or unlawful that Domain Name Purchasing Service determines, in its sole discretion, to be harmful to its other customers, operations, or reputation;
e)   terminate Customer's Services if Customer's use of the Services results in, or is the subject of, legal action or threatened legal action, against Domain Name Purchasing Service or any of its affiliates or partners, without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit; and
f)   terminate Customer's Services if Customer has not accessed or logged into it for [number] (#) days.
Domain Name Purchasing Service has no obligation to monitor the Services, but reserves the right to do so. Domain Name Purchasing Service reserves the right to edit the descriptions and comments on listings. Customer acknowledges and agrees that Domain Name Purchasing Service shall have the right to make public certain information in connection with the sale or purchase of domains on the Web site, including but not limited to:
a)   the name of the domain name sold or purchased,
b)   the sale or purchase price of the domain name sold or purchased, and
c)   information relating to the timing of the sale or purchase.
7. CANCELLATION; REMEDIES
Notwithstanding anything to the contrary in this Agreement, in addition to any and all other remedies to which Domain Name Purchasing Service is entitled, if any of the following conditions occur:
a)   Customer breaches this Agreement or any document incorporated by reference;
b)   Domain Name Purchasing Service determines Customer's actions may pose a risk to Domain Name Purchasing Service or its members; or
c)   Domain Name Purchasing Service determines Customer's use of the Services infringes on the intellectual property or legal rights of others.;
Domain Name Purchasing Service may immediately:
a)   Warn its members of Customer's actions;
b)   Place a hold on any pending transactions associated with Customer's account(s);
c)   Limit funding sources and payments;
d)   Limit Customer's access to Customer's account(s) or to any functionality of Customer's account(s); or
e)   Indefinitely suspend or close Customer's account(s) and refuse to provide our Services to Customer.
In addition, Domain Name Purchasing Service reserves the right to hold funds beyond normal distribution periods for transactions it deems suspicious or for account(s) conducting high transaction volumes to ensure integrity of the funds. If Domain Name Purchasing Service closes Customer's account(s), Domain Name Purchasing Service will provide notice and pay Customer all of the unrestricted funds in Customer's account(s) due to Customer.
8. JURISDICTION/DISPUTES
This Agreement shall be governed in accordance with the laws of the State of [State]. All disputes under this Agreement shall be resolved by litigation in the courts of the State of [State], including the federal courts therein, and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.
9. AGREEMENT BINDING ON SUCCESSORS
The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors, and assigns.
10. ASSIGNABILITY
Domain Name Purchasing Service may assign this Agreement (or any rights or duties under it) at any time. Customer may not assign this Agreement or any rights or duties under it without the express written consent of Domain Name Purchasing Service.
11. WAIVER
No Waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same or other provisions of this Agreement.
12. SEVERABILITY
If any term, clause, or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause, or provision and such invalid term, clause, or provision shall be deemed to be severed from the Agreement.
13. INTEGRATION
This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements between the Parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.