Domain Brokerage Services Terms and Conditions
Effective Date: 01/06/2017
**IF YOU (“YOU” OR “USER”) DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS FOR ED DOMAINS’ BROKERAGE SERVICE, DO NOT USE OR ACCESS THIS SERVICE**
1. Description of Service
Ed Domains offers a Domain Brokerage Service for prospective buyers or sellers of domain name properties (“Domain Brokerage Service” and/or “Brokerage Service” and/or “Service”) whereby, upon application and acceptance to the Service, a member of the Ed Domains domain brokerage team will serve as the exclusive representative on behalf of the buyer or seller for the purpose of negotiating either the purchase or sale of a domain name in accordance with these terms and conditions. In ordering Ed Domains’ Brokerage Service, you consent to one of Ed Domains’s domain brokers exclusively representing you as the buyer or the seller of a domain name.
2. Brokerage Service: General Terms
The specific associated fees a for both buyers and sellers Brokerage Service is specified on Ed Domains’ Price List and is subject to change without notice. If your Sedo domain broker is ultimately unsuccessful in negotiating the purchase or sale of your domain name, you will pay no fees beyond the initial charge for retaining the services of your Ed Domains domain broker. Any retainer fees that may apply are NON-REFUNDABLE regardless of the outcome.
2.2. Ed Domains’ Duties and Role as a Broker
You agree that Sedo, as your agent, has the express authority to act on your behalf to create a legal relationship (i.e. purchase and/or sale of the requested domain) with a third party buyer and/or seller. Ed Domains’ broker will exercise the utmost good faith to you, whether a Buyer or Seller, regardless of whether a purchase and/or sale results from the brokerage relationship between you and Ed Domains.
By participating in Ed Domains’ Brokerage Service, you are giving Ed Domains permission and consent to act on your behalf in the capacity of domain broker, whether actively marketing the sale of a domain for a seller, or attempting to negotiate the purchase of a domain on the buyer’s side. You understand and agree that once engaged in Ed Domains’ Brokerage Service, whether for buyer or seller, you are giving Sedo the authority to negotiate, actively market, survey your best interests, budget, time line for acquisition, obtaining or selling the user’s domain for the fairest market value, and otherwise using its best efforts as a broker to effectuate the negotiation, purchase and/or sale of a domain property. Notwithstanding, it is your responsibility to clearly outline your expectations with regards to the purchase and/or sale of the requested domain name, including but not limited to the reserve selling/buying price, time line for sale, as well as any other requirements sought.
You further understand and agree that Sedo has numerous other listings, and promotes transactions involving other domain names registered to third parties, some of which may be deemed to compete with your purchase and/or sale of your domain name(s). User’s of Ed Domains’ Brokerage Services consent to Ed Domains’ possible representation of such other entities and shall not deem such activities as acting in bad faith. You are aware, understand, and agree that in certain situations, depending upon the circumstances, and unless agreed otherwise in writing, Sedo may act as an agent for both a seller and/or potential buyer of the specified domain name(s). Ed Domains hereby discloses, and you consent to Ed Domains acting as a dual agent representing both a domain owner and a potential buyer.
Please note that Ed Domains’ Terms and Conditions for Brokerage as well as Ed Domains’ general user agreement apply during all stages of brokerage, whether a Broker is successful at negotiating the purchase and/or sale of the domain or not.
3.3. Confidentiality of the Parties
Due to Ed Domains strict respect for confidentiality, buyers and sellers who order Ed Domains Brokerage Service remain anonymous throughout the process of negotiation unless Sedo is otherwise instructed. Ed Domains records and publishes the sale price and domain name(s) only. Ed Domains does not release your personal information to public record. Your name or company name and contact information may be displayed within your respective Ed Domains accounts or may be contained on a purchase and sale agreement at the close of the negotiations. You understand that if either party requests a block of price and domain name record, an additional fee will be applied.
Purchase and Sale Agreement
Please Note: the following terms contain the conditions upon which Domain Sellers on the Sedo Domain Marketplace offer their respective domains for sale. Once an agreement has been reached between Buyer and Seller the terms of this agreement will become legally binding. This complimentary template purchase and sales agreement is provided to users free of any warranty or representation of fitness for any particular use and does not constitute legal advice. Buyer and Seller are responsible for performing any and all due diligence research before entering into an agreement to buy or sell a domain on the Ed Domains Domain Marketplace.
Please read carefully the following terms and conditions for the sale of [domain name].
The following are the agreed upon terms and conditions for the purchase and sale of <DOMAINNAME>. This agreement is written between Seller and Buyer, collectively the “Parties”.
In this agreement the following words and phrases shall have the following meaning:
“Marketplace” means a domain trading platform whereby domain owners may list, market, auction, and sell Domains to buyers (“Sellers”), and whereby domain buyers on the Site and Promotional Partner Network may search, bid, and purchase domains from their owners (“Buyers”).
“Site” means an international collection of URLs that are owned or operated by Ed Domains.
“Purchase Object” means an Internet domain name offered for sale by the Seller via the Marketplace. Offers at the Site are under the conditions articulated by Seller in their Offer Description posted on the related Make Offer page for their listing, including, when marked as a website/project, content comprising the Website associated with said Internet domain, or conditions otherwise agreed upon by the Parties in the course of negotiation.
“Website” means any and all multimedia content, images, databases, user lists (including credentials and contact information, when applicable), and related underlying source code required for the continual operation of the website found at the corresponding domain at the time of agreement, unless otherwise indicated by Seller in their Offer Description or otherwise altered in the course of negotiation.
2. Purchase Object and Purchase Price
The Purchase Object of this Purchase and Sale Agreement of <DATE> is the Internet domain name <DOMAINNAME>, and when included by the Seller as indicated on the Make Offer page, the related Website.
The Purchase Price shall amount to <PRICE> <CURRENCY> including any statutory tax that may be incurred (for instance VAT).
3. Warranties and Representations
a) The Seller guarantees that they are the owner of the aforementioned Purchase Object and may freely dispose of said Purchase Object. Furthermore, Seller warrant that the Purchase Object is not encumbered by the rights of third parties and that to date, they have not received any warnings of potential litigation or preliminary injunctions against the Purchase Object that have not been disclosed to Buyer.
b) The Buyer understands and agrees that it is their sole responsibility and duty to perform all necessary due diligence before entering into this agreement to buy the Purchase Object, including research of fitness for particular intended uses, trademark clearance, or anything that could inhibit their future use and enjoyment of the Purchase Object.
c) Buyer and Seller shall be liable to each other only for damages that are based upon their failure to perform the necessary steps to complete this transaction, intentional wrongdoing or gross negligence and shall not be liable for claims seeking consequential or punitive damages.
4. Processing the Transaction
a) For Buyers the parties agree that the partner website assist Buyer fulfill his/her Purchase Price payment obligations and taking control of the Purchase Object. Sellers in such transactions agree that facilitating the transfer of control of the Purchase Object away from the Seller and payment of the Purchase Price to the Seller after such transfer was successfully completed shall be conducted by Ed Domains.
5. Disputes & Specific Performance
a) Due to the unique and specific nature of Internet domain names, the Parties agree that in the event a breach of this agreement results in a failed attempt to transfer control of the Purchase Object from Seller to Buyer, the aggrieved Party shall have the right to demand specific performance in lieu of monetary damages.
b) In the event that either Party requires legal assistance enforcing their rights pursuant to this agreement, the winning Party is entitled to recover legal fees from the other.
c) This Agreement shall be governed by and construed in accordance with the applicable law.
d) If any provision of this Agreement, or part thereof, shall be held to be unenforceable, void or contrary to law, such provision, or part thereof, shall be severed from this Agreement, with the other provisions remaining in full force and effect. The ineffective provision shall be replaced by a valid one that approaches the ineffective provision as closely as possible.