Copy of GD contract
Premium Listing and Right to Transfer Agreement
This Premium Listing and Right to Transfer Agreement (“Agreement”) made and entered into this 4 day of December 2005, by and between --------------- (“Registrant”), and VeriSign Naming and Directory Services, Inc. organized and existing under the laws of the State of Delaware, having its principle place of business at 21355 Ridgetop Circle, Dulles VA 20166, (“VeriSign”). VeriSign and Registrant may be referred to individually as a “Party” and collectively as the “Parties.”
WHEREAS, Registrant is the registrant of record of the internet domain name
www.xxxxxxxx.com (“Domain Name”);
WHEREAS, VeriSign, through its GreatDomains service, manages an Internet web site located at
www.GreatDomains.com (“VeriSign Website”), and provides services associated with the listing for transfer of Internet domain names within the secondary market (“Listing Service”);
NOW, THEREFORE, in consideration of the mutual covenants and the conditions contained herein, the Parties agree as follows:
1. 1. Listing Services. Registrant hereby grants VeriSign the right, subject to the terms and conditions of this Agreement, to list, promote and advertise for transfer the Domain Name, as VeriSign shall reasonably deem necessary on the VeriSign Website.
2. Acceptance of Offer. VeriSign shall, on behalf of Registrant, receive all offers for the Domain Name from interested parties. Registrant agrees that VeriSign has the right to review all offers and reject, on behalf of Registrant, all offers under the Reserve Price (as defined in Section 3 below). Upon receiving an offer equivalent to or exceeding the Reserve Price (“Validated Offer”), VeriSign shall contact Registrant via email xxxxxxxx to confirm acceptance of Validated Offer. Registrant agrees to accept Validated Offer and enter into a binding contract with the Party making such offer to transfer the Domain Name accordingly. Upon acceptance of Validated Offer by Registrant, VeriSign shall then contact the purchaser of the Domain Name (“Buyer”) to confirm and accept Validated Offer.
The Parties agree to utilize VeriSign’s escrow services, which includes escrow contract preparation and establishment of a escrow account, subject to the terms and conditions of the Internet Domain Name Transfer Agreement. VeriSign shall have the right to publicly disclose the Validated Offer, unless notified otherwise by Registrant in writing.
3. List Price and Reserve Price. Registrant agrees that VeriSign shall list the Domain Name for transfer for the following price of US$ xx,xxx (“List Price”). Registrant agrees to the following unpublished price of US$ xx,xxx (“Reserve Price”).
4. Transaction Fee. VeriSign shall release the funds paid by Buyer to the escrow account to Registrant less a transaction fee equal to ten percent (10%) of the Validated Offer (“Transaction Fee”) within seven (7) to ten (10) business days upon confirmation of the transfer of the Domain Name. Registrant agrees that confirmation of the transfer of the Domain Name will occur when the WHOIS database reflects the Buyer as the new registrant of the Domain Name.
5. Registrant Representation. Registrant acknowledges that VeriSign does not screen, review or control the domain names that are listed upon its site for transfer, including, without limitation, the absence of any verification of compliance with rules of law and the non-infringement of third party proprietary rights. Registrant further acknowledges that VeriSign does not screen, review or verify the accuracy, quality or legality of offers that are posted or otherwise received to purchase the rights to the Domain Name. Unless explicitly stated otherwise, VeriSign is not involved in the actual transaction between Registrant and Buyer, and does not have the ability to, and will not, verify the ability of, or otherwise enforce, either of the parties to complete the transfer pertaining to the Domain Name. As a Registrant of the Domain Name, Registrant represents, warrants and covenants as follows:
a. Registrant has not entered, used or otherwise provided any false or inaccurate information regarding the Domain Name, and its listing for transfer with the VeriSign Web Site.
b. Registrant has all right and interest in and to the Domain Name, free and clear of any encumbrance.
c. Registrant has not used, and will not make or use, any fraud, misrepresentation, and false or otherwise inaccurate statement in the process of registration or maintenance of the registration of the Domain Name or in connection with the transaction underlying this Agreement.
d. No fees are owing to the registrar of the Domain Name or to any other government agency or other entity or Party with regard to the registration or maintenance of the Domain Name. Registrant warrants that, other than as may be warranted under the terms of this Agreement, all registration fees to the registrar of the Domain Name are current and shall remain so until final transfer of the Domain Name under this Agreement.
e. Registrant has not licensed or otherwise allowed or enabled the use of the Domain Name to any other person or entity, or granted any right with respect to the Domain Name to any other person or entity that may, in any manner, restrict, impede or adversely effect the consummation of the transaction underlying this Agreement.
f. The registration of the Domain Name, the listing with VeriSign of the Domain Name under this Agreement, and the execution and performance of the transaction contemplated under this Agreement do not infringe upon any rule of law or the proprietary or other rights or interest of any third party, including, without limitation, trademark, trade-name, privacy or other rights, and shall not cause any harm, damage, expense or otherwise adverse effect upon or to VeriSign.
g. Registrant is not seeking, and has not sought to use or transfer the Domain Name for any unlawful purpose, including, but not limited to, unfair competition.
h. Registrant, and Registrant’s activities, do not constitute an infringement under the U.S. Anti-Cybersquatting Act of 1999, as amended from time to time.
i. Registrant has all legal authority, authorizations and capacity to enter into this Agreement and a transaction for the transfer of the Domain Name and to assume the rights and obligations arising hereby;
j. Registrant is 18 years of age or older, is competent to assume legally binding obligations, has the resources available to honor obligations undertaken, and to make the representations and warranties made herein.
k. Registrant acknowledges that it has read and agrees to abide by, and be subject to, the terms and conditions set forth in VeriSign’ agreements and policies as published upon the VeriSign Website,. Registrant acknowledges and affirms the rights of VeriSign arising under said policies and agreements, including, without limitation, the right to delist the Domain Name and prevent it from being listed for transfer with the VeriSign Web Site, without penalty or further obligation upon VeriSign.
l. Registrant acknowledges that it has had the opportunity to avail itself of legal and other professional advice before executing this Agreement, and that no representation has been made to it by VeriSign as to the legal validity or adequacy of any provision in this document or any related document or transaction.
m. Registrant acknowledges that any and all services provided by VeriSign under this Agreement, including form agreements that are provided for the benefit of Registrant and the Buyer to the Domain Name, are provided for the facilitation of the transfer of the Domain Name and shall not be construed as legal or other professional advice in any manner whatsoever.
6. Agency Relationship: VeriSign shall act as the agent for Registrant under this Agreement. Unless agreed otherwise in writing, it is understood that VeriSign may act as an agent for both Registrant and the Buyer under this Agreement. VeriSign hereby discloses, and Registrant hereby consents to VeriSign acting as a dual agent representing both Registrant and Buyer.
7. Preferred Vendor Services. VeriSign may make available the services of preferred vendors to its Registrants. These services are offered on an “as is” and “as available” basis without any warranties of any kind, express or implied. If a Registrant elects the services of a preferred vendor, the VeriSign Registrant must advise the preferred vendor when the Registrant’s Domain Name is transferred and the Registrant is no longer the legal owner of the Domain Name.
8. Competition. Registrant understands that VeriSign has numerous other listings, and promotes transactions involving other Internet domain names registered to third parties, some of which third party domain names may be deemed to compete with Registrant and the Domain Name. Registrant consents to VeriSign’s representation of such other entities and Registrant’s activities pertaining to such other Internet domain names, both during and after the term of this Agreement, and shall not deem such activities to be a breach of this Agreement, its terms or any representations made herein or in connection hereof.
9. Use of the Domain Name. You agree that you will not register, use, display, or exploit the Domain Name in contravention or violation of the laws of any jurisdiction where the Domain Name is accessible, or for any unlawful purpose, including, but not limited to, child pornography, child entrapment or abuse, advocacy of hatred, bigotry, or violence towards persons or groups on the basis of their religion, race, ethnicity, sexual orientation, or other immutable characteristics, theft of e-mail service, or as a source of unsolicited bulk e-mail or as an address to use for replying to unsolicited bulk e-mail.
a. You will register, use, display, and exploit the Domain Name in good faith, and in accordance with international, federal, and state laws and regulations.
b. You will not use the Domain Name to infringe upon or dilute the trademark, intellectual property, or other rights of any third party.
c. In the event you use the Domain Name other than as set forth above, VeriSign shall have the right to cancel, suspend, transfer, or modify your registration of the Domain Name immediately without prior notice.
10. Privacy Policy. VeriSign will not disclose any of your personally identifiable information, unless Registrant gives specific permission, or under special circumstances, such as when VeriSign reasonably believe that the law requires that VeriSign do so. VeriSign does aggregate personally identifiable information and disclose such information in the aggregate as historical, statistical data for marketing, and promotional situations. However, in such situations, it is not possible to personally identify the Registrant or Registrant personal information. Certain information, such as Registrant password or bank account number would not be disclosed in such aggregate disclosures.
VeriSign may share information that VeriSign collects or Registrant provides with VeriSign subsidiaries and other parties selected by VeriSign, including with the parties or in the circumstances described below:
a. Agents or vendors who are responsible for handling Registrant’s Account or performing other necessary services that Registrant or VeriSign require. Although VeriSign may share sensitive financial information (i.e., credit card numbers, banking information), security information (e.g., account passwords) and personal communications (e.g., personal e-mail messages or message board postings) with such agents or vendors, VeriSign will do so only where necessary and appropriate, such as to provide customer service or process services Registrant ordered through the Site.
b. Business partners whose services Registrant may request or access on or through our Site.
c. Business partners or vendors who VeriSign believes offer products or services that may be of interest to Registrant. If Registrant do not want to receive such offers, please contact
[email protected]
d. In response to formal requests (e.g., subpoena or court order) made in connection with litigation or arbitration proceedings, or as reasonably necessary to (i) cooperate with law enforcement agencies or otherwise comply with local, state or federal law, (ii) enforce or apply the terms of any of our user agreements, or (iii) protect the rights, property or safety of The .tv Corp, our users, or others.
e. Transfer of ownership of VeriSign business or a part of VeriSign business. If VeriSign business or a part of VeriSign business is acquired, sold or transferred to another business, customer information may be a part of that acquisition, sale or transfer.
11. Term. This agreement shall have an initial term of six (6) months from the date of execution hereof (“Initial Term”) unless terminated earlier as set forth below. This Agreement shall be automatically extended for successive periods of six (6) month following the Initial Term unless either Party notifies the other in writing of its election to have the Agreement expire at any time prior to the end of each then-current term. VeriSign or Registrant may terminate this Agreement without cause upon providing VeriSign or Registrant with 30 days prior written notice of such termination.
12. Termination. This Agreement shall be immediately terminated by VeriSign in the event of: (a) a breach of this Agreement by Registrant; (b) Registrant files for any form of bankruptcy or reorganization; or (c) a receipt of notice that the Domain Name infringes upon the trademark or other proprietary rights of a third party, allowing VeriSign the right, at its sole discretion, to (i) immediately remove the Domain Name from the VeriSign Website; (ii) place the Domain Name upon VeriSign’s list or tool that VeriSign may have implemented for the avoidance and prevention of trademark and other infringement ; (iii) to discontinue rendering any service under this Agreement in connection therewith; and (iv) otherwise take any other step that VeriSign deems necessary to limit any actual, claimed or potential liability on VeriSign’s part, without any liability or further obligation imposed upon VeriSign in connection therewith. The failure to exercise this right by VeriSign at any time shall not constitute a waiver by VeriSign of its rights hereunder. Upon termination of the Agreement by either Party, both parties acknowledge that VeriSign has no further rights or obligations under this Agreement. Both Parties shall return to the other all Confidential Information as defined below (including all copies thereof) which it received from the other in furtherance of this Agreement, other than one copy that may be retained for archival purposes and to resolve any dispute that may arise thereafter. Termination of this Agreement shall not affect each Party's obligation to preserve the confidentiality of Confidential Information, subject to the provisions of this Agreement, and shall not affect any right or obligation of either Party that may have accrued prior to termination hereof, including the right to any Transaction Fee.
13. Assignment. Neither Registrant nor VeriSign may assign or transfer this Agreement without the prior written approval of the other Party; provided, however that the sale of any portion of the assets of VeriSign, or any of its subsidiaries, its acquisition by or merger into another company, shall not be deemed an assignment of this Agreement by VeriSign. Any assignment in violation of this Section 10 shall be void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the successors and assigns of Registrant and VeriSign.
14. Warranty, Release and Limitation of Liability. VeriSign’s Listing Services are provided on an “as is” and an “as available” basis. VeriSign expressly disclaims all warranties of any kind, express or implied, including, but without limitation, any implied warranty of merchantability, fitness for a particular purpose, non-infringement of any proprietary or other rights of any third party and non-violation of the Anti-Cybersquatting Act. VeriSign further makes no warranty as to the results that may be obtained from the use of the Listing Services provided hereunder. VeriSign makes no warranty that the Listing Services will meet Registrant’s requirements, that they will be uninterrupted, timely, secure, or error free. VeriSign makes no warranty or representation that the Domain Name will be transferred, and if transferred, at what price.
Registrant shall indemnify, defend and hold harmless VeriSign, its affiliates, parent and subsidiaries, and VeriSign’ agents, officers, directors, employees, stockholders, representatives, successors, predecessors or assigns (“Successors”) harmless of and from any and all claims, demands, suits, actions, judgments, damages, costs, losses, expenses (including reasonable attorneys' fees and expenses) and other liabilities arising from, in connection with or related in any way to, directly or indirectly, arising out of or in connection with: a) the Listing Services provided under this Agreement, including, without limitation, the listing of the Domain Name on the VeriSign Website and services rendered for the promotion for transfer and transfer of the Domain Name, and for which VeriSign or Successors may otherwise become liable or may incur in connection with the Domain Name, including such that may arise from investigations, inquiries, actions or claims against, or requiring the involvement of VeriSign with respect to the Domain Name; b) by reason of breach or failure to abide by the terms and conditions of this Agreement; and c) any representation, covenant or warranty made herein or in any other agreement or policy contained in this Agreement. If Registrant is a California resident, Registrant agrees to waive California Civil Code Section 1542, which says in part that: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him might have materially affected his settlement with the debtor.” In no event will the granting of any approval by VeriSign under this Agreement diminish in any way Registrant’s obligations to indemnify and hold VeriSign harmless hereunder.
IN NO EVENT SHALL VERISIGN BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES RESULTING FROM THE USE OR THE INABILITY TO USE THE LISTING SERVICES PROVIDED BY VERISIGN, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES, OR RESULTING FROM ANY DATA, INFORMATION OR SERVICES OBTAINED OR TRANSACTIONS ENTERED INTO THROUGH OR ARISING FROM OR IN CONNECTION WITH THE LISTING SERVICES PROVIDED BY VERISIGN OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, DAMAGES ARISING FROM OR IN CONNECTION WITH, USE OF DATA OR OTHER INTANGIBLES, LOST BUSINESS OPPORTUNITIES, BUSINESS INTERRUPTION OR LOST BUSINESS PROFITS, EVEN IF VERISIGN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL VERISIGN’S LIABILITY TO REGISTRANT OR ANY THIRD PARTY IN CONNECTION WITH OR ARISING FROM THIS AGREEMENT EXCEED THE TRANSACTION FEES ACTUALLY RECEIVED HEREUNDER.
15. Miscellaneous.
(a) This Agreement contains the entire understanding of the Parties with respect of the subject matter contained herein, and supersedes all previous representations and agreements pertaining hereto, regardless of the form of manifestation thereof. The Parties hereto may, from time to time during the continuance of the Agreement, modify any of the provisions of the Agreement, but only by an instrument in writing duly agreed and executed by both Parties.
(b) Neither Party shall be deemed in default hereunder, nor shall it hold the other Party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder (excluding payment obligations) due to earthquake, flood, fire, storm, natural disaster, act of God, war, terrorism, armed conflict, labor strike, lockout, boycott or other similar events beyond the reasonable control of such Party, provided that the Party relying upon this provision: (i) gives prompt written notice thereof, and (ii) takes all steps reasonably necessary to mitigate the effects of the force majeure event; provided further, that in the event a force majeure event extends for a period in excess of thirty (30) days in the aggregate, either Party may immediately terminate this Agreement upon written notice.
(c) Should any part or provision of this Agreement be held unenforceable or in conflict with the law of any jurisdiction, the validity of the remaining parts or provisions shall not be affected by such holding.
(d) This Agreement shall be governed by the laws of the Commonwealth of Virginia without reference to conflict of law principles. The parties agree that jurisdiction and venue for any matter arising out of or pertaining to this Agreement shall be proper only in the state and federal courts located in Fairfax County and the Eastern District of the Commonwealth of Virginia, United States of America.
(e) Any notice required or permitted to be given to VeriSign hereunder shall be in the English language and delivered via overnight courier or certified mail, return receipt to VeriSign at the address provided above. All notices to Registrant shall be delivered by mail or e-mail address as provided by Registrant.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above by their duly authorized representatives.
VERISIGN NAMING AND DIRECTORY SERVICES, INC.
