1/6 DOMAIN TRANSFER AGREEMENT Effective Date: 01 April 2015 1. Introduction This Sedo Domain Transfer Agreement (this “Agreement”) is entered into by and between Sedo.com, LLC (“Sedo”) and you, and is made effective as of the date of electronic acceptance. This Agreement sets forth the terms and conditions of your use of Sedo’s Domain Transfer Service (“Domain Transfer Service” or the “Service”). Your acceptance of this Agreement indicates that you have read, understand and agree to the terms of this Agreement, along with Sedo’s User Agreement, which is hereby incorporated by reference. Any capitalized terms not defined within this Domain Transfer Agreement shall have the meaning as described in the Sedo User Agreement. Sedo may, in its sole discretion, change or modify this Agreement at any time after a reasonable notification period, usually no less than two weeks, and, unless Sedo receives your written objection to the modified terms of the Agreement within the notification period, such changes shall be effective upon posting to the Sedo website (“Site”). You acknowledge and agree that (i) Sedo may notify you of such changes or modifications by posting them to the Site and (ii) your use of the Site or the Services found at the Site after the Effective Date date at the top of this page, shall constitute your acceptance of this Agreement as last revised. If you do not agree to be bound by this Agreement as last revised, do not use (or continue to use) the Site or the Services found at the Site. 2. Description of Domain Transfer Service The Domain Transfer Service offers domain buyers (“Buyers”) and domain sellers (“Sellers”) Sedo's assistance with the payment and transfer of a registration, or legal right to register, an Internet domain name (“Domain”) that is the subject of a purchase and sale agreement between Buyer and Seller. 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 intermediary and will securely hold the purchase price 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 and forward the purchase price to the Seller, less applicable fees as described on the Sedo Price List. Drafting of custom purchase and sale agreements, enforcing the terms of such agreements between Buyer or Seller, 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. Please note that the Domain Transfer Service is limited to the Domain and purchase price. Content, data, programming or other elements of the website/project and/or any additional consideration included in a purchase and sale agreement are outside the scope of the Domain Transfer Service and the transfer or payment for such shall be the sole responsibility of Buyer and Seller. Buyer and Seller agree that they are solely responsible for the transfer of any and all elements of a transaction outside the Domain and purchase 2/6 price and that once the Domain Transfer Service is initiated, neither party will request cancellation due to a dispute over such. 3. Fees and Related Costs The Domain Transfer Service is provided for free to Buyers and Sellers conducting a purchase and sale on Sedo's Domain Marketplace or in conjunction with Sedo’s Domain Brokerage Service. For Users who wish to order the Domain Transfer Service for transactions executed outside the Domain Marketplace, the amount of the fee for the Domain Transfer Service is specified on the Sedo Price List, which is located on the Site and subject to change from time to time. When a Domain is transferred from the Seller to the Buyer, Buyer or Seller, based upon their respective registry and registrar providers, can incur further costs. The responsibilities for these payment obligations are defined by the relationship of the Buyer or Seller 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 sixty (60) days from the date the purchase and sale agreement was reached. 4. Management of Domain Transfer 4.1. 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 Domain 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. 4.2. Obligation of Buyer to Make Payment to Designated Bank 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 purchase price amount due to a bank account as indicated by Sedo, where it will be safeguarded on Buyer’s and Seller’s behalf until transfer of Domain registration has been completed. Upon said request by Sedo, the Buyer is obligated to promptly remit payment of the amount owed according to Sedo’s instructions. 3/6 4.3. Transfer of Domain Once Sedo has received the full amount of the purchase price to be held on Buyer’s and Seller’s behalf, the process of transferring or assigning registration of the Domain from the Seller to 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. In addition to being a material breach of this Agreement, failure to cooperate may be considered by the injured party as a material breach of the relevant purchase and sale agreement. In the event that Sedo requests Buyer’s confirmation of control of the Domain and does not receive a response either confirming or denying their control of the Domain within ten (10) days, Sedo shall be authorized to deem the transfer of registration to the Buyer complete and may release the purchase price to Seller. 4.3.1. Quick Transfer If during the transfer of a Domain the respective Buyer is not responding for a reasonable amount of time to Sedo´s instructions after remitting payment, the Buyer through their failure to respond, authorizes Sedo to effectuate a "quick" transfer (“Quick Transfer”). In the case of a Quick Transfer, Sedo may, at it’s sole discretion, conduct a domain "push," and Buyer authorizes Sedo to create a domain registrar account on behalf of the Buyer at the Domain’s current registrar utilizing the contact information in the Buyer's Sedo User Account and due to their failure to respond to Sedo in a timely manner, Buyer agrees to pay any fees incurred by Sedo effectuating the “push” of the Domain from the Seller’s registrar account to the Buyer’s. Once the registrar account has been created, and the Domain has been securely pushed from Seller's registrar account to the Buyer's, 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 the specific domain registrar of Buyer’s choice. 4.4. 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 has gained technical control of the Domain and is capable of updating the Domain's WHOIS record. In the event that Sedo assumes temporary control of the Domain on behalf of Buyer and Seller to effectuate the transfer, then a successful transfer shall be considered to have been made 4/6 at that moment in which Sedo obtains control of the Domain and the Seller has lost control of the Domain. If Sedo assumes temporary control of the Domain, a Transfer Agent will instruct the Buyer to immediately take over technical control of the Domain. Sedo shall not be held responsible for maintaining the Domain. If a Buyer does not take over technical control of a Domain within sixty (60) days after Sedo took over temporary control of the Domain, Sedo will not extend the Domain registration period. This may result in the lapse or expiration of the Domain. Buyer agrees to hold Sedo harmless and will not be compensated for this loss. The purchase price for the Domain shall be the price in the currency as identified in the purchase and sale between the Buyer and Seller. The purchase price in the agreed-upon currency shall form the basis for formulating any fees owed Sedo. If the agreed-upon currency is not identical with the currency originally selected by the User or with the default currency preference as indicated by or assigned to the User in his/her User Account, then a conversion of the purchase price into the default currency shall automatically occur. The exchange rate used by Sedo for this conversion shall be determined in accordance with the exchange rate of the European Central Bank which was valid at the point in time the Domain Transfer Service was initiated, rounded to five (5) places behind the decimal point. The result of any conversion in accordance with this section, including the calculation of any fees owed to Sedo, shall be commercially rounded, dependent upon the currency assigned to the User, 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. In this case, the User shall not be entitled to demand to remit or receive the payment of the purchase price in another currency or to avail himself/herself of a different exchange rate. 4.5. Unsuccessful Transfer and Repayment In the event that the transfer of Domain registration is ultimately unsuccessful for reasons unrelated to Buyer, the full payment of the Domain’s purchase price submitted to Sedo shall be returned to the Buyer. There shall be considered to be no ultimate failure of the transfer, and therefore no return of the purchase price to Buyer, if the unsuccessful transfer of the Domain 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. Sedo will use its best efforts to effectuate the purchase and sale of a Domain and if a purchase and sale agreement has been made between a Buyer and a Seller on the Sedo Domain Marketplace (including by auction), absent new, material information presented to Sedo, or unless the Buyer is claiming breach of contract or anticipatory breach of contract, Sedo will continue to proceed with the Doman Transfer Service. If Sedo has received payment of a Domain’s purchase price from the Buyer and has taken control of the Domain from the Seller, the Domain will be forwarded to the Buyer and the purchase price remitted to the Seller accordingly. At that point, the aggrieved party, either Buyer 5/6 or Seller, may exercise their 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 purchase and sale transaction ending in this manner. 4.7. 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 prior to the completion of the Domain Transfer Service. Sedo will then communicate the request to the Seller and Seller agrees that he/she will not refuse to comply with such request. 4.8. Fraud In the event Sedo is made aware of documented fraud relating to a Buyer or Seller utilizing the Domain Transfer Service after transfer of the respective Domain has been completed, Seller agrees that, if Sedo is able to reclaim the Domain on behalf of Seller, Seller is obligated to accept a return of the Domain and shall remit back to Sedo the Domain’s purchase price. In the event that Seller does not cooperate with Sedo’s instructions, Sedo shall be authorized, at its sole discretion, to either hold the Domain on Seller’s behalf and deduct any portion of the purchase price Seller has not returned to Sedo from any other amounts owed to Seller by Sedo, or to resell the Domain to another Buyer to recoup Sedo’s losses. Notwithstanding the foregoing, Sedo reserves the right to recover from Buyer or Seller any and all damages resulting from breaches of this Domain Transfer Agreement and/or Sedo User Agreement. 5. Penalties for Failing to Perform Obligations Sedo reserves the right to cancel the Domain Transfer Service 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 Buyer’s and/or Seller’s Sedo User Account ("Failed Transfer"). In the case of a Failed Transfer, Buyer and Seller agree that Sedo reserves the right to collect any applicable fee it would otherwise be owed for a successfully completed sale 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 may be asserted by the non-breaching party against that party which violates his/her obligations under these terms or the terms of the applicable purchase and sale agreement. BUYER AND SELLER AGREE THAT SEDO SHALL NOT BE RESPONSIBLE FOR SEEKING ENFORCEMENT OF ANY PURCHASE AND SALE AGREEMENT. 6/6 6. Disputes between the Parties during Transfer In the event that the purchase price to be paid by the Buyer has been transferred to the Sedo and the Domain and/or website content has been transferred to the Buyer in whole or in part, neither party may seek cancellation of the Domain Transfer Service. In the event that the parties become involved in a dispute at any time during the Domain Transfer Service, 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. PROVIDED THAT A CLAIM ORIGINATING FROM A FAILED TRANSFER IS NOT BASED UPON THE INTENTIONAL WRONGDOING OR GROSS NEGLIGENCE OF SEDO, ITS STATUTORY REPRESENTATIVES OR VICARIOUS AGENTS, BUYER AND SELLER AGREE THAT SEDO SHALL NOT BE LIABLE FOR DETRIMENT OR DAMAGES, ORIGINATING FROM A FAILED TRANSFER CAUSED BY, BUT NOT LIMITED TO, EITHER BUYER OR SELLER (i) REJECTING THE PROPER COMPLETION OF TRANSFER-RELATED DOCUMENTS, (ii) IMPEDING THE EXECUTION OF THE TRANSACTION IN ANOTHER WAY, OR (iii) IN THE CASE WHERE ONE OF THE CONTRACTUAL PARTIES CANNOT BE PROPERLY IDENTIFIED DUE TO PROVIDING INCORRECT OR MISLEADING CONTACT INFORMATION. 7. Disclaimer of Warranties by Sedo In addition to those disclaimers and limitations on warranties found in the Sedo User Agreement, Buyer and Seller understand, acknowledge and agree that: (i) SEDO IS NOT THE SELLER, AND AS SUCH, MAINTAINS NO DUTY TO VERIFY THAT THE DOMAIN NAME AND/OR WEBSITE CONTENT 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; (ii) THE BUYER AND SELLER AGREE THAT THE DOMAIN TRANSFER 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; AND (iii) FAILURE TO PERFORM IN ADVANCE AN EXAMINATION OF THE DOMAIN NAME AND/OR WEBSITE CONTENT 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.
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