TERMS FOR DOMAIN SELLERS
Domainpa is a division of Healthorough LLC company registered under the laws of State Of California, having its head office at 5790 Cohasset Way , San Jose, CA 95123, USA (hereinafter referred to as “We” “Us”). We operate the website www.Domainpa.com
OUR BUSINESS RELATIONSHIP WITH YOU
- These General terms and Conditions (hereinafter the”Seller’s Terms”) and our general terms and Conditions that may apply to you if you are a seller on Domainpa the website (the”Seller”). To become a Dealer, you will need to register and create a user account on the website. The User agrees to the offer and sale of domain names on the Domainpa website and / or the purchaser (the”Purchaser”), in accordance with the Seller’s Terms and conditions of use (hereinafter referred to as the “Agreement”).
- The terms and conditions of this Agreement shall apply, to the exclusion of all other terms and conditions which you are trying to play or incorporate, or which are related to the trade, custom, practice or course of the execution of the transaction.
- This agreement/Contract is entered into between you and us with respect to the subject matter. You acknowledge and agree that you are not relying on any representations, promises, warranties, guarantees, representations, or warranties not set forth in this Agreement.
SELLING OF DOMAINS
- Follow the on-screen instructions on the web Site, for the sale of your domain name (the “Service”) for our Clients. You can only sell the Services to the method described in the Domainpa website. We reserve the right to review the quality and appropriateness of the Services provided to be placed on the Domainpa web site, and we are able to opt-out of our Services at our sole discretion, without reason or cause, to do so.
- The sale of the Services, entered into between the parties is a legally binding contract for the purchase and sale of the Services offered by the Buyer in accordance with the terms and conditions of this Agreement.
- Sellers who do not want to use the sales transaction with the Customer to delete their account from the Domainpa website.
- If the Customer places an order, you will receive an email from us with confirmation that you have not received your order by the Buyer, but it is worth remembering that this does not mean that your order has been accepted. With the acceptance of the order by the Buyer and will be carried out in accordance with the provisions set out in section 3.5.
- Acceptance of each and every order and when we send an e-mail confirming that the order has been accepted (“Confirmation”), at any time and for any day which is the contract between you and us will come into force. The Agreement shall apply only to those Services which are to be confirmed at the time of order confirmation.
YOUR USE OF THE SITE
- The description or pictures on our site may be published, but only to give you an idea of the services that are referenced in them. They do not form part of the Contract, and will not be enforced.
- We reserve the right to make changes at Domainpa the Services, the Website, and the pages and if it is required by the applicable law or regulation, or if such changes do not significantly affect the nature or quality of the Services provided.
- We will make all reasonable efforts to meet any production, the data specified in the order, but all of these dates are only an approximation, and it does not provide Services for the following data, you do not have the right to withdraw from the Contract.
- It is your responsibility to ensure that: (a) the Services are complete and accurate; (b) you co-operate with us in all matters relating to the Services; (c) you provide us with such information and materials we may reasonably require in order to supply the Services to Buyers, and ensure that such information is complete and accurate in all material respects; (d) you obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to be made available on the Website; and (e) you comply with all applicable laws.
- If our ability to provide the Services is prevented or delayed by any failure by you to fulfil any obligation listed in clause 5.1 (“Your Default”): (a) we will be entitled to suspend provision of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the provision of the Services, in each case to the extent Your Default prevents or delays provision of the Services. In certain circumstances Your Default may entitle us to terminate the Agreement under clause 13; (b) we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to provide the Services; and (c) it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
- You agree to keep your email address up-to-date so that you can be contacted in the event of an offer or sale. You can update these details yourself, inside the settings area of your account. If your email address becomes unavailable, or we do not receive a timely response to an offer or sale, we reserve the right to disable your account and remove your Services from the Website and Domainpa’s site.
- Where we allow you to work together with a registered designer (“Designer”) to use logos for sale together with the Services, both parties must comply with the Domainpa Rules for Design Projects or they will be barred from using the Domainpa’s website.
- You authorise us to collect all payments from Buyers for the sale of Services via the Website. We will credit your account with your commission for each sale (“Commission”).
- We shall calculate Commission in accordance with the Domainpa commission structure published on our Website at the time of each sale of Services.
- Commission amounts may change from time to time, but changes will not apply to any Services that a Buyer has already placed an order for.
- The commission is exclusive of VAT. Where VAT is payable in respect of some or all of the Services we shall deduct these amounts, at the applicable rate, from the payments we receive from a Buyer before we pay you Commission.
- Commission is paid in arrears after we have received payment from Buyers for the Services purchased and the ownership of the Services to the Buyer has been completed and verified. However, where a Buyer chooses to pay for Services by instalments, we will pay Commission in accordance with the Domainpa selling domains via instalments structure published on our Website at the time of each sale of Services in instalments if any.
- Payments are made in accordance with and in the manner chosen by you in the settings of your Domainpa account. You must provide us with correct and up to date payment details at all times. You are liable for all expenses and currency conversion charges incurred when we make any payments to you.
- Where we do not receive payment of any fees for Services provided by you and sold to Buyers for any reason, no Commission shall be payable to you.
- All the payment shall be made through PayPal and credit cards.
- Sellers would be paid within 10 days from the sale of domain via PayPal based on their email. The payment would be after deducting logo designer fee of 25 dollars and our commission of 10 percent of sale amount of domain.
INTELLECTUAL PROPERTY RIGHTS
- All intellectual property rights in or arising out of or in connection with use of the Website and the Domainpa’s website will be owned by us.
- We agree to grant you a fully paid-up, worldwide, non-exclusive, non-transferable, royalty-free licence during the term of the Agreement to use the Domainpa’s website via our Website for the purpose of providing Services to Buyers. You may not sub-license, assign or otherwise transfer the rights granted in this clause.
- You agree to grant us a fully paid-up, worldwide, non-exclusive, non-transferable, royalty-free, licence to copy and modify any materials provided by you to us for the term of the Agreement for the purpose of providing the Services to Buyers.
- When you list a domain name for sale on the Website you warrant that: (a) you are the legal owner of that domain name; (b) you have the right to sell the domain name; and (c) that the domain name does not infringe the intellectual property rights of any third party. Before listing a domain name for sale, you are responsible and liable for conducting the necessary research to ensure that the domain name you are selling does not infringe the intellectual property rights of any third party. If a domain is found to potentially conflict with an existing trademark, that domain name may be removed from the Domainpa’s website until legal clarification has been obtained. We reserve the right to remove any domains from the Domainpa’s website which may infringe or violate the proprietary rights of any third party.
- The copyright for all logos offered for sale via the Website is owned by the designer (“Designer”) until a design is approved and final assets are provided by the Designer. At that point, the copyright for the approved design is transferred to us. You cannot use or resell designs completed by the Designer (nor they can use the approved logos in the personal portfolios). When a domain name is purchased via the Domainpa’s website by a Buyer, the copyright for the logo is transferred from us to the domain’s new owner. Logos developed in the Domainpa’s website cannot be used on other online or offline websites that sell domain names or marketplaces unless the domain name was sold via the Website.
- We may use the personal data you provide to us, provided: (a) to facilitate the sale of the Services provided to Customer; (b) the facilitation of the development of the logo, Developers, and (c) the handling of payments, or commissions; and (c) inform you about similar products and services that we have to offer, but they are interrupted download it at any time by contacting us at any time.
LIMITATION OF LIABILITY
- The provisions of this Agreement shall not affect any liability which cannot be limited by law, including liability for: (a) death or personal injury caused by our negligence; (b) fraud or fraudulent deceit;
- In accordance with the terms and conditions 11.1, we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising out of or in connection with this Agreement for: (a) loss of profits; (b) loss of sales or business; c) loss of contracts, or contracts (d) loss of anticipated savings; d) loss of, or damage to, software, data or information; (f) loss of or damage to reputation; or and (g) any indirect or consequential loss or damage.
- In accordance with clauses 11.1 and 11.2, shall our total liability to the User, arising out of, or in connection with the Contract, whether under Contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to 100% of the Commission paid by you for the particular Services provided within the framework of the Agreement.
- In the Event that you do not inform us that you intend to make a claim for an event within the notice period, we do not accept any responsibility for the event. The event notification period shall commence on the day on which it was necessary, or should have known about the incident, and it ends within 12 months as of that date. The notice must be in writing and contain sufficient details of the event, as well as the grounds for filing a complaint.
- We will not be liable to the User for any damage caused as a result of the Buyer’s use of the Service.
- Each and every one of us is committed to not disclose to any person any confidential information concerning the company’s, businesses, customers, clients or suppliers of our own, other than as permitted in clause 12.2.Each and every one of us is allowed to disclose confidential information to the other that: (a) in our respective employees, agents, representatives, sub-contractors and agents who require such information in order to comply with our obligations under the Contract. Each and every one of us shall ensure that such employees, officers, agents, contractors, or consultants in accordance with the element; and (b) as may be required by statute, by the court, or the government or the regulatory body.
- Each and every one of us can make use of the other’s confidential information solely for the performance of our obligations under this Agreement.
- Without limiting any of our other rights, we may suspend the operation of the Services, Website or Topmostdomain site, or terminate the Agreement immediately by giving written notice if: (a) you are in breach of any right to the Agreement to remedy such violations within 14 days of being notified in writing; (b) fails to pay any amount due under this Agreement on the date of payment; (c) takes any action or action in connection with the entry into administration, temporary closure or formation or arrangement with creditors (other than in connection with the reconstruction of solvent), closure (either voluntarily or by court order, except for the purpose of solvent reconstruction), to have a recipient designated any of your assets or ceased to carry on business [or, if the action or action is taken in another jurisdiction, in respect of any similar procedure to the appropriate authority]; (d) suspend, threaten to suspend, terminate or threaten to terminate any part of your business; or (e) your financial situation is so bad that in our view your ability to adequately fulfill your obligations under this Agreement is jeopardized.
- The termination of the agreement will not affect your rights and our collective remedies as set forth in your termination.
- Any provision of this Agreement which is expressly intended or implied to commence or continue to be effected before or after termination will remain in full force and effect.
- We will not be liable or liable for any failure to perform, or any delay in the execution of, any of our obligations under the agreement resulting from any action or event beyond our control (“Force Majeure”).
- In the event that Force Majeure affects the performance of our obligations under the agreement: (a) we will contact you as soon as possible to inform you; and (b) our obligations under this Agreement will be terminated and the term of our obligations will be extended by Force Majeure.
- You may cancel Services imposed by Force Majeure for more than 30 days. To cancel please contact us.
We have the right to announce the sales list for any domain name we fill, for example on our Website or in our newsletter. We do not disclose new owners or the price of each previous sale without asking prior approval. However, we reserve the right to disclose aggregated sales figures for our sales, such as average sales prices, or the total value of any sales.
СОMMUNIСАTIОNS BETWEEN US
- When we talk about “writing” in these Merchant Terms this includes email.
- Any notice or other communication provided under or relating to the Agreement shall be in writing and delivered in person, by pre-paid postage first class or any other subsequent delivery service, or e-mail.
- Notice or other communication is deemed to have been received: (a) if delivered in person, upon receipt of a receipt for delivery; (b) if delivered by postal parole payment or other delivery service the following day, at 9.00 am on the second working day after delivery; or (c) if sent by e-mail, at 9.00 am on the next working day after the transfer.
- In proving the delivery of any notice, it shall suffice to prove, in the case of a letter, that the letter was properly addressed, stamped and posted and, in the case of e-mail, that the email was sent to the specified email address of the recipient.
- The provisions of this clause shall not apply to the provision of any procedures or other documents in any lawful act.
- We may assign or transfer our rights and obligations under this Agreement to another business but we will keep you informed by writing or posting on this web page should this happen. You may only assign or transfer your rights or obligations under the agreement to another person if we agree in writing.
- We may make changes to these Merchant Terms after giving you 30 days’ notice by email. All changes will be deemed acceptable to you and will take effect at the end of the 30-day notice period, unless you terminate the agreement before the 30-day notice period expires.
- If we do not compel you to do any of your obligations under this Agreement, or if we do not enforce our rights against you, or if we delay in doing so, it does not mean that we have relinquished our rights against you or that you do not need to comply with those obligations. If we relinquish any rights, we will do so in writing only, and that does not mean that we will automatically revoke any right related to any automation you have made recently.
- Each section of these Merchant Terms applies differently. If any court or relevant authority decides that one of them is illegal or unenforceable, the remaining sections will remain in full force and effect.
- An agreement is between you and us. No one else has the right to impose any of its terms.