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The following terms and conditions shall apply to the Auction Services:
1. Definitions
Auction Services: the services carried out by Names123.com for the auctioning of domain names on behalf of the Seller
Seller: the registered owner of the domain name auctioned under the Auction Services
Bidder: any individual or corporate entity offering to purchase a domain name through the Auction Services
2. The Names123.com auction is a 'Neutral Exchange'.
Our site serves as a place for Sellers to list for auction sale Domain Names which they hold as Registrant, and for Bidders to bid at those auctions, to attempt to become Buyers of Domain Names listed in Sellers' auctions. Domain Names are not being sold by Names123.com; Names123.com merely facilitates the transaction by which a Seller agrees to undertake the actions required by the applicable domain registrar and registry (the "Domain Name Registrar") to transfer the Domain Name registration (the "Registration") to the Buyer who was the successful Bidder in the auction. We do not control the actual transfer of the Registration, which is accomplished by the Domain Name Registrar, in accordance with its rules.
3. Buyer's Right to Use the Purchased Domain Name is Not Guaranteed.
User understands that the purchase of a Registration does not guarantee that the domain name may be freely used by the purchaser. Trademark law, rights of publicity and privacy, and other legal considerations may limit or even prohibit certain uses of the words in the Domain Name. Names123.com neither investigates the Seller's legal rights to use the domain name nor makes any representations or assurances to Buyers in this regard. Buyer should consult legal counsel prior to purchasing a Domain Name to determine whether it may be used for Buyer's intended purpose under current law, and under potential future changes in applicable law.
4. No Guarantee of Seller's Good Title or Right to Transfer the Listed Registration.
Names123.com, has absolutely no responsibility to investigate or determine whether Seller has good title to the Registration listed by Seller for auction, or whether Seller has the right to sell, assign or transfer such Registration. Both Sellers and Buyers are advised to obtain legal or other competent professional advice as to such matters, including applicable laws in force or pending, and the rules of the applicable Domain Name Registrar. All auction sales are "as is," subject to such defects in title and/or quality as might be disclosed by an investigation conducted at Buyer's expense.
5. Closing the Transaction with our escrow Service
After an auction concludes with an agreement for the purchase and sale of a Registration, Names123.com, Buyer and Seller may choose to close the transaction through the escrow procedure provided by our DNESCROW service. DNESCROW service protects both Buyer and Seller by coordinating the closing of three transactions: (1) the Registration transfer, (2) receipt of the Buyer's payment, and (3) transfer of payment to the Seller. For more information, please review the details and cost of our DNESCROW service.
6. No Liability for Statements Posted or Provided by Users.
We cannot nor do we try to control the information provided by Users which is made available through our system. By its very nature, other people's information may be offensive, harmful or inaccurate, and in some cases will be mislabelled or deceptively labelled. We expect that you will use caution -- and common sense -- when using our site. We disclaim any responsibility or liability for claims of libel, slander or defamation arising from statements of Users posted or otherwise made available through our system.
7. Sellers' Warranties.
As a condition of using our site, each Seller warrants and represents each of the following to Bidders, Buyers and to Names123.com:
(a) the Registration is in good standing,
(b) the Seller is not in breach of any obligation to the registrar or registry of the Domain Name (both referred to as the "Registrar"),
(c) all registration fees have been paid in full,
(d) the Registration has not been pledged to any third party, has not been mortgaged, is not the subject of any security interest granted to any third party, has not been licensed and has not otherwise been the subject of any express permissions to use or to link,
(e) the Seller is an authorized contact on the Registration and has sole and exclusive authority to authorize transfer of the Registration free of any claim of any kind and to execute such documents as will be recognized by the Registrar to effect a transfer of the Domain name,
(f) the Seller is free from any notice or claim asserted or threatened by any third party claiming infringement of any trade name, trademark, service mark, copyright, or license of any person or organization,
(g) the Registration is not the subject of any suspension or dispute procedure by any Registrar or of any arbitration or other dispute resolution procedure
(h) that the Seller holds no trademark, trade name, or other proprietary commercial interest in the Domain Name and will hereafter make no objection to Buyer's registration or use of the Domain Name,
(i) to the best of the Seller's knowledge, neither the Domain Name nor the Registration infringe any third party's copyright, patent, trademark, or other proprietary rights
(j) the Registration does not violate any law, statute, ordinance or regulation
(k) the Domain Name is not defamatory, trade libellous, unlawfully threatening or unlawfully harassing,
(l) the Domain Name is not obscene or contain child pornography and
(m) the Domain Name is not identical to other items you have up for auction but are priced lower than your auction item's reserve or minimum bid amount, and
(n) the Domain Name is not concurrently listed for auction or sale on any web site other than Names123.com.
8. Notification of infringement
Seller agrees to advise Names123.com immediately in the event that Seller become aware of any claim of infringement or any trademark, trade name, service mark, copyright or other right described in the previous paragraph.
9. Indemnification.
Members and Users agree to defend, indemnify and hold Names123.com harmless from and against any and all liabilities, losses, damages, costs and expenses including reasonable attorneys fees and court costs associated with any claim or action brought against Names123.com arising from the actions of such Members and Users, including without limitation, for breach of any warranties or representations contained herein, or infringement of any trademark, copyright, or other claim of any kind based upon the sale, license, transfer or use of the Domain Name in accordance with this Agreement, or any other provision of this Agreement or under the DNESCROW Agreement.
10. Release of Liability.
In the event that you have a dispute with a Buyer or Seller or Appraiser, you release Names123.com and its agents and employees from any claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which states: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favour at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
11. Seller Obligated to Sell; Bidding and Buying; Binding Contract.
As a Seller, when you list a Registration for auction, you make a binding offer for an auction sale which cannot be withdrawn once bidding has begun. If you receive one or more bids at or above your stated reserve price, then you are obligated to complete the sale to the highest bidder. Bids by Bidders may not be withdrawn before the close of the auction. As a Bidder, if you have the highest bid at the end of the auction, at or above the reserve price, you have accepted the Seller's offer. If the foregoing conditions have been satisfied and there has been no material breach of the User Agreement by the party seeking to enforce such binding contract, there shall be a binding contract between Buyer and Seller to complete the transaction as Buyer in accordance with this Agreement.
12. No Bid Manipulation.
Sellers may not manipulate the auction price of their Domain Names, either by using a shill (a secondary account or third party) or by bidding themselves. As a Bidder, you may not engage in any form of bid manipulation such as pulling other bidders to their maximum bid, then retracting the high bid, and then re-bidding at a small increment above the legitimate high bidder. If you choose to bid on adult domains, you are certifying that you have the legal right to purchase items intended for adults only.
13. Suspension of Auction, Bid or Closing Transaction.
Names123.com reserves the right at its discretion to halt or suspend any auction, bid or closing transaction at any time. Without limiting the generality of this right, the User agrees that Names123.com may halt any auction and/or closing transaction in progress in the event that Names123.com receives notice that would be sufficient in the courts of the United Kingdom to satisfy the burden of proof that a purchase, sale, transfer, assignment or registration of a domain name constitutes direct or contributory infringement, trademark piracy, cyber squatting, or any other violation of any applicable civil or criminal legislation, or of the rights of any third party. Names123.com may also halt an auction and/or closing transaction in progress if Names123.com receives notice under the terms of any Domain Name Registrar's dispute policy that the Registration is the subject of a domain dispute policy proceeding.
14. Remedies for Misuse of Your Account.
Without limiting any other remedies, Names123.com may suspend or terminate your account and status as a Member if you are found (by conviction, settlement, insurance or escrow investigation, or otherwise) to have engaged in fraudulent activity in connection with our site.
15. Your Information Provided to Names123.com.
You are responsible for the truth and accuracy of any information you provide publicly or privately to us or other Users during the registration, bidding, listing or closing process, in any public message area or through any email feature.
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