NAMETIME.COM™ TERMS AND CONDITIONS
Nametime.com is owned and operated by Innovation HQ Inc. (“IHQ”). NameTime is a marketplace for the resale of domain names that are owned by IHQ or third parties (“NameTime”).
You (the “User”) must comply with the terms and conditions set out in this agreement (the “Agreement”) in your use of the NameTime.com™ web site (the “Website”) and/or in connection with the purchase of any domain name(s) listed for sale on NameTime.com. By using the Website and/or by agreeing to purchase a domain name through the Website, you are agreeing to be bound by this Agreement.
The terms and conditions set out in this Agreement supersede any policies described in any other literature posted online or otherwise published by NameTime.com, IHQ, or any third party, in respect of domain name purchase and sale transactions for domain names listed for sale on the Website (“Domain Sales”) .
1. Prices and Payment
(a) All Domain Sales shall be conducted via third party escrow and payment processing facilities such as Escrow.com, Payoneer, or such other similar third party service as may be specifically agreed to by the User and NameTime (referred to herein collectively, as the “Escrow Service”) . The Escrow Service may require the User to enter into a binding agreement with the Escrow Service in respect of Domain Sales, and the terms of same shall be incorporated into the Agreement by reference. The User understands and agrees that he/she may have to provide credit card or other payment information including but not limited to wire transfer details and other personal information (the “Information”) to NameTime and/or the Escrow Service in order to be able to purchase domain names listed for sale on the Website. The User represents that the Information provided shall be accurate and complete. NameTime and/or the Escrow Service and/or any third party owner and registrant of domain names listed for sale on the Website may use the Information to charge the User in respect of Domain Sales including the purchase price for the domain name together with any other applicable fees or charges.
(b) NameTime reserves the right, in its sole discretion, to modify, update, change, adjust or otherwise make amendments, at any time and without prior notice, to domain name inventory, availability, and prices, without any notice to the User. Without limiting the generality of the foregoing, the fact that a particular domain name or domain name has been listed for sale on the Website does not assure nor guarantee that that particular domain name or domain names is available for sale or that the price listed is the price that the domain name or domain names will be sold at.
(c) All prices are subject to the addition of any applicable sales and/or services taxes, and if the User is subject to any withholding taxes applicable to the User’s jurisdiction, the User shall be solely responsible for same, and agrees to remit same to the required taxation authority and indemnifies and holds NameTime, IHQ, and any third party owner or registrant of domain names listed for sale on the Website, harmless from and against same.
2. Purchase and Sale.
By indicating the User’s agreement to proceed with the purchase of a domain name or domain names listed for sale on the Website, the User agrees to purchase the domain name(s) for the purchase price indicated together with any other applicable charges, and to effect the purchase through the Escrow Service, subject to the Domain Sale(s) being approved by NameTime, and if so approved, Nametime, IHQ or the registrant and owner of the domain name(s), shall agree to sell, transfer, assign and convey to the User, all of the right, title and interest of the registrant and owner in and to the registration of the domain name(s) on in accordance with this Agreement, and subject to receipt of the purchase price as indicated on the Website, including but not limited to the Website’s checkout page.
All sales are final. There are no returns accepted of the domain name(s).
No web site or other content is being sold along with any domain name(s). Any purchase of a domain name(s) is for the domain name(s) only. Commencing as of the purchase of any domain name(s) the User will be solely responsible for its registration and any fees, including any incoming transfer fees or charges levied by the registrar of the domain name(s). The User, upon purchasing and becoming the registrant of the domain name(s) may be required to enter into and/or be bound by a registrant agreement with the domain name(s)’ registrar and the User agrees to fully satisfy itself with the terms of same prior to entering into any Domain Sale(s).
3. Escrow Service
The User (herein also referred to as the “Buyer”) and the registrant and owner of a domain name listed for sale on the Website which may be IHQ or a third party who has contracted IHQ to sell its domain name(s) on its behalf (“Seller”) agree to use the Escrow Service as the escrow agent for the “Purchase Price”, as set out in the Website and as may be specified on the checkout page of the Website, pursuant to the Escrow Service’s standard terms and conditions which are incorporated hereto by reference. Within two (2) business days subsequent to the User’s agreement to purchase a domain name, and subject to NameTime’s approval of the Domain Sale, the Purchase Price shall be paid to the Seller in escrow, via the Escrow Service . Upon confirmation that the Escrow Service has received the Purchase Price, the Seller, with the assistance of the Escrow Service, shall forthwith cause the domain name(s) to be transferred to a domain name registration account specified by the Buyer. Upon successful receipt of the Domain Name into the Buyer’s specified account, the Buyer shall forthwith instruct the Escrow Service to release the Purchase Price to Seller. Alternatively, the Escrow Service may independently verify and confirm that the domain name(s) has been successfully transferred to the Buyer, and shall thereafter forthwith release the Purchase Price to the Seller. Payment of the Escrow Service escrow and handling charges shall be borne by the party specified in the Escrow Service transaction details.
4. Representations and Warranties
To the best of the Seller’s knowledge, Seller is the sole beneficial and registered owner of the domain name(s) sold pursuant to this Agreement, with good and marketable title thereto, free and clear of any license, lien, charge or encumbrance and has the right to sell, transfer, and convey the domain name(s) registration to the Buyer. Buyer acknowledges that it has, or has had the opportunity to, conduct its own due diligence and searches with respect to title to the domain name(s), and acknowledges that as of Buyer’s payment of the Purchase Price to the Escrow Service, it is satisfied with same, and thereafter holds Seller harmless from and against any and all claims with respect to title to the domain name(s).
The Seller represents and warrants that it has good and sufficient power, authority and right to enter into and deliver this Agreement and to carry out the transactions and perform each of its obligations provided for herein.
EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET OUT IN THIS SECTION, THE SELLER, NOR NAMETIME OR IHQ, MAKES NO OTHER REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER ORAL OR WRITTEN, STATUTORY, IMPLIED OR HOWEVER ARISING UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR PUROSE, OR NON-INFRINGEMENT OF THE DOMAIN NAME(S). THE DOMAIN NAME(S) IS SOLD ‘AS IS’, AND BUYER IS SOLELY RESPONSIBLE FOR SATISFYING ITSELF THAT THE DOMAIN NAME IS FIT FOR THE PURPOSES FOR WHICH IT IS INTENDED BY BUYER.
5. Indemnifications and Limitation of Liability
Subject to any applicable limitations on liability as set out elsewhere in this Agreement, each of the Buyer and Seller shall indemnify and save harmless the other party against all damages, losses or liabilities which may arise in respect of the other party’s registration, use, and/or operation of the domain name(s), and this indemnity shall survive the closing of the transactions contemplated herein and remain in place for a period of, in the case of Seller’s indemnity of Buyer, six (6) months subsequent to such Closing and/or termination for any reason, and in the case of Buyer’s indemnity of Seller, two (2) years subsequent to the closing of the purchase and sale transaction contemplated herein.
Neither NameTime, IHQ, or any third party registrant and/or owner of a domain name listed for sale on the Website shall be liable for any indirect, special, incidental or consequential damages arising from this Website or in connection with or arising from, any Domain Sale(s).
Neither NameTime, IHQ, or any third party registrant and/or owner of a domain name shall be liable for any loss or damages suffered due to inaccurate or incomplete information relating to a product or service displayed in this web site.
NEITHER NAMETIME, IHQ, any THIRD PARTY OWNER OR REGISTARNT OF DOMAIN NAME(S), NOR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS OR SPONSORS ARE RESPONSIBLE OR LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OR INJURY OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO ANY DOMAIN NAME(S) OR SERVICE PURCHASED OR OBTAINED THROUGH THE NAMETIME.
The Buyer agrees that it will not make any comments relating to NameTime, IHQ, or the registrant or owner of any domain name listed for sale on the Website, or their respective officers, directors, employees, agents or related parties, if applicable, which are critical, derogatory or which may tend to injure the business of such person. This prohibition includes public or private statement whether written or oral, and this provision shall endure for two (2) years from the date of the most recent Domain Sale that the Buyer effects.
7. Jurisdictional Restrictions
The Website can be accessed from most jurisdictions worldwide which have access to the Internet. The User understands that, due to governmental restrictions in some areas, some or all of the domain names listed for sale on the Website may not be available for purchase or may not be lawfully registered by persons or entities residing in certain jurisdictions. NameTime reserves the right, in its sole discretion, to refuse the sale of any domain name(s) to a person or entity residing in any jurisdiction where such restrictions apply.
a) Time of Essence. Time shall be of the essence of this Agreement provided that the time for No party to this Agreement shall be deemed to have waived any of its rights, powers or remedies under this Agreement unless such waiver is expressly set forth in writing. No consent or waiver, express or implied, by a party of any breach or default by the other party in the performance of such other party of its obligations shall be deemed or construed to be a consent or waiver to or of any other breach or default in the performance by such other party of the same or any other obligations under this Agreement of such other party. Failure on the part of a party to complain of any act or failure to act of another party or to declare another party in default, irrespective of how long such failure continues, shall not constitute a waiver by the first mentioned party of its rights under this Agreement.
b) Force Majeur. Neither Party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including act of war, acts of God, earthquake, flood, fire, embargo, riot, sabotage, power outages, labor shortage or dispute, governmental act or failure of the Internet, government foreign policy changes, or ICANN/registrar’s technical issues.
c) Governing Law and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the Ant. All disputes arising out of or in connection with this Agreement, or in respect of any legal relationship associated with or derived from this Agreement, shall be arbitrated and finally resolved by the dispute resolution provider specified in the terms and conditions of the Escrow Service, and in accordance with their rules and procedures. If there is no dispute resolution provider specified in the Escrow Service’s terms and conditions, then all disputes shall be resolved by Net-arb in accordance with their rules and procedures, or alternatively by a court of competent jurisdiction in Antigua.
d) Notices. All notices required or permitted to be given pursuant to this Agreement shall be delivered by hand to the party for which it is intended, or sent by telex, fax, telegram, electronic email or other form of transmitted or electronic message or sent by prepaid courier directly to such party, in the case of the User/Buyer, at the email address in the Buyer’s details provided by the Buyer as part of the Domain Sale online transaction, and in the case of NameTime, IHQ or a Seller:
Address: PO Box 990 Lower Factory Road, St. Johns, Antigua
E-mail: [email protected]
e) Successors and Assigns. This Agreement shall ensure to the benefit of and be binding upon the respective successors and any permitted assigns of the Parties hereto.
f) Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto relating to the purchase and sale of the Domain Names and supersedes all prior negotiations and agreements, whether written, oral, implied or collateral between the Seller and the Buyer. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, expressed, implied or statutory, between the parties other than as expressly set forth in this Agreement.
g) Assignment. Neither this Agreement nor any part thereof nor any rights nor obligations under this Agreement may be assigned by any of the parties hereto without the prior written consent of the other party.
h) Amendments and Waiver. No modification of or amendment to this Agreement shall be valid or binding unless set forth in writing and duly executed by both the parties hereto and no waiver of any breach of any term or provision of this Agreement shall be effective or binding unless made in writing and signed by the party purporting to give the waiver and, unless otherwise provided, shall be limited to the specific breach waived.
i) Independent Legal and/or Tax Advice. The User/Buyer REPRESENTS AND WARRANTS THAT IT HAS OBTAINED INDEPENDENT LEGAL AND/OR TAX ADVICE WITH RESPECT TO THE TRANSACTIONS CONTEMPLATED HEREBY OR HAS CONSCIENTOUSLY AND WILLING WAIVED THE REASONABLE OPPORTUNITY TO OBTAIN SAME.