Terms and Conditions
1. Definitions. As used in this Agreement, the following terms shall have the following meanings:
- "Company" refers Above.com Pty. Ltd.
- "Buyer" refers to the person(s), entity(ies) or association(s) contracting for the purchase of the domain(s).
- "Seller" refers to the person(s), entity(ies) or association(s) contracting for the sale of the domain(s).
- "Reserve price" is the minimum price in USD that Seller will accept, net of brokerage and escrow fees.
- "BIN price" is the preferred price in USD that Seller will accept, net of brokerage and escrow fees
- "Auction" refers to the sale of Domain Name(s) through a BID or BIN process run by Company for the purpose of Domain Sale(s) of Domain Name(s) covered under this Agreement.
- "Closing of a Sale" or "Close a Sale of a Domain Name" refers to when the following has been completed:
- Buyer deposits with the Escrow Company the Purchase Funds based on the Sale Price agreed to between Buyer and Seller in a Domain Sale Agreement, or as a result of an Auction;
- the Purchase Funds have cleared;
- Seller has transferred the subject Domain Name(s) to Escrow Company for transfer to Buyer or Buyer's designee;
- Escrow Company has disbursed the Purchase Funds to Seller or Seller's designee minus the Commission and any other deductible amounts specifically authorized in this Agreement, the Domain Sale Agreement, Escrow Company agreement, or as required by law; and
- Escrow Company has distributed the Commission to Company or its designee, and has distributed any other deductible amounts to their appropriate payee(s).
- "Commission(s)" refers to money due to Company from Seller as a result of Domain Sale(s) covered under this Agreement. Commission(s) is/are calculated based on Sale Price(s) except as otherwise stated herein.
- "Escrow Company" refers to Company, or any third party designated and approved by Company to handle the financial and other transactions pertaining to Domain Sale(s).
- "Term of this Agreement." - This Agreement commences on the Effective Date and continues for a period of fifteen (15) calendar days from close of auction.
2. Sellers Representations and Obligations
- Seller represents and warrants that it is the lawful and exclusive registrant of the Domain Name and no other party has any right to registration of the Domain Name or has otherwise made any claim to the Domain Name. Seller further represents and warrants that it has the exclusive authority to enter into this transaction and transfer the Domain Name, free of the claims of any third parties.
- Seller shall ensure that all Domain Name(s) remain in good standing and do not expire before the expiration of Term of this Agreement.
- Upon notification of a Domain Sale, Seller will expeditiously take all actions required to effectuate the Closing of Sale, including compliance with all of Seller's obligations pursuant to this Agreement, the Domain Sale Agreement, the terms of any Auction, and the Escrow Agreement, as applicable within five working days; If you refuse or fail to do so, you agree that a Legally Binding Contract of Sale has been entered into and you acknowledge that the Company is entitled to seek damages and/or restitution under applicable legal statues and you take full liability for all costs, interest, and attorney's fees for such breach of Contract."
- You may not place any bids or offers to purchase the Domain Name that you have listed for sale, either under your own Name, an alias, or any entity in which you maintain a controlling interest.
- Once the Auction has begun, you are bound to an exclusive sales period with the Company, whereby the Seller is obligated to sell the Domain Name(s) if a Buyer agrees to the BIN Price or the Sellers Reserve Price has been met or surpassed.
- You agree and acknowledge that it is your responsibility to determine whether your domain name registration infringes or violates someone else's rights, including, but not limited to, whether any foreign language translations of your domain name, either between roman-alphabet languages, between non-roman alphabet languages, or between roman-alphabet and non-roman alphabet languages, infringe or violate someone else's rights. You further recognize that Above.com has no responsibility to determine whether domain names monitored or acquired
by others through our site infringe upon any trademarks rights, and you agree to release Above.com and any associated entity from any legal claims asserting such a responsibility.
- Sellers are required to follow the specific rules of domain name registries. Some registries do not allow auctioning or the sale of domains for any amount significantly higher than the registration fee.It is the seller's responsibility to comply with all registries' rules.
3. Buyer Obligations and Warrants
- You warrant that all bids you make are done in good faith and that you have no knowledge of any information, which would affect the validity of the bid.
- You are obligated to pay the Sellers BIN price, should you execute that option in the auction system
- Buyer agrees to deposit with the Escrow Company the Purchase Funds based on the Sale Price agreed to between Buyer and Seller in a Domain Sale Agreement, or as a result of an Auction within five working days; If you refuse or fail to do so, you are fully liable for such amounts and hereby authorize Company to pursue you for collection of such amount including your full liability for all costs, interest, and attorney's fees for such collection.
4. Above.com's Responsibilities
- Company shall have the authority to broker and Close a Sale of Domain Name(s) covered under this Agreement, for an amount equal to or in excess of the Reserve Price or at the BIN Price, without any further authorization necessary by Seller.
- Company shall not be authorized to Close a Sale of Domain Name(s) if the Reserve Price has not been met or exceeded without the written consent of Seller.
- Company shall provide seller provided data to buyer through the auction platform. Company does not warrant or verify any such Seller provided information.
- Company will provide VERIFIED Seller Traffic and Parking Revenue through auction platform, when Sellers domains are in Above.com Monetization AutoPilot system, and Seller authorizes the data's release.
- Company will manage the Escrow Process. Purchased domains will be pushed into the Buyers Above.com Registrar account upon a successful Close of Sale.
- Company will act as "Designated Agent" and is authorized to initiate and approve a Change of Registrant on behalf of the Prior Registrant (seller) and New Registrant (buyer).
5. Brokerage Service
- By opting into the Above.com Broker Service, Sellers agree to pay the Company a brokerage fee of 15% or as agreed of the total sale price for each domain, in the event the domain is sold during the period this Agreement is in effect.
- The Above Brokerage service can be opted in for specific domains and/or for all your domains added to your Above.com user account, and you have the ability to opt out at anytime with a 30 day cooling off period so that any pending to be closed domain sales can be finalized.
- Sellers agree to promptly respond to any broker contacts made relating to offers received by prospective buyers.
- You agree and understand that any brokered sales already initiated and started prior to opt out that are completed during the cooling off period, the standard brokerage fee will still be applicable and charged.
- Domain offers received via the Above.com Marketplace are used by our in-house brokers to reach out to both Buyers and Sellers and will negotiate on your behalf to close a sale. Offers in the Above.com Marketplace will still be visible and fully tracked, brokers will however have the ability to make any offer and counter offer adjustments while in the brokerage term of service.
- Company reserves the right to reject or decline the brokerage of any domain name, prior to or during the term of this Agreement, at its sole discretion.
- Without limitation of any other remedy, Company reserves the right to suspend, terminate and remove your listing at any time and without prior notice if it reasonably believes that you have engaged in any fraudulent activity in connection with your posting or if Company is of the opinion that you have breached any of your representations under this Agreement, or violated any of the terms of this Agreement or of any of Company policy.
7. Fees and Payments
- By entering this Agreement, Seller agrees to pay the Company any Listing Fees US$1.20 per domain or as applicable and a domain sales commission fee of 10% or a brokerage fee of 15% of the total sale price for each domain, in the event the domain is sold during the period this Agreement is in effect.
- In the event legal action, suit, or proceeding become necessary due to a breach or failure to abide by any provisions of this Agreement, Company will be entitled to recovery of reasonable costs and expenses (including reasonable attorneys' fees and expenses in addition to connection with the costs of such action, suit, or proceeding fees, in addition to connection with the costs of such action, suit, or proceeding.
- You agree and understand that it is your responsibility to pay any local, state, federal, and/or foreign taxes as that may be due by you as a result of the sale or acquisition of a domain name. Company will not withhold/pay any taxes due by the Seller or Buyer as part of this Agreement.
- Euro Zone clients making payment via Credit Cards applicable VAT fees are charged. Eurozone clients making alternative payments are VAT exempt.