- 1.0 Eligible Users
- 2.0 Modification of This Agreement
- 3.0 Acceptable Use
- 4.0 Devsa Fees
- 5.0 Specific Services and Applicable Terms
- 6.0 Liability Disclaimer and Indemnification
- 7.0 Intellectual Property
- 8.0 Term and Termination
- 9.0 General
- 10.0 How to Contact Devsa
Effective Date: 17th November 2009 Posting Date: 18th November 2009
FOLLOWING ARE THE TERMS ON WHICH DEVSA OFFERS YOU ACCESS TO OUR WEB SITE AND SERVICES.
Use of the Site and Services is restricted to persons who: are at least 18 years old. If you are registering as a business entity, you represent that you have the authority to bind the entity to this Agreement. If you are not yet 18, do not have the capacity to enter into contracts, are easily offended, or are accessing this Site from any country where material on this Site is prohibited or illegal, you do not have permission to access the Site or the Services. If a parent or guardian wishes to permit a person under 18, and under his or her supervision, to use this Site, the parent or guardian should email Devsa at to make arrangements, although no such access can be guaranteed.
Accessing Devsa’s services, products or contents available on our Site, except as expressly allowed through instructions and truthful statements by the User in regard to use of this Site, from places where their contents are illegal, is prohibited. Those who choose to access our Site from other locations do so knowingly on their own initiative and voluntarily at their own risk and are responsible for compliance with local laws.
Devsa may amend this Agreement at any time by posting the amended terms on the Site. Except as stated below, all amended terms shall automatically be effective at 12:01 AM on the Effective Date, which in most cases will be no less than 28 days after the amended terms are initially posted on the Site, or upon your access to the Site and Services after the posting date, whichever occurs first. The posting date and effective date for this Agreement are noted at the top of this document. Except as provided in this Section 2, this Agreement may not be amended or modified except in writing signed (accepted) by you and Devsa.
3.1. User Accounts
If you violate the Acceptable Use terms described herein, Devsa may, in its sole discretion, with or without notice, terminate your access to the Site and Services.,
You are allowed to create one (1) user account with Devsa. Your right to use the Site is personal to you. Post office boxes or addresses of office service providers may not be used as an address for a User account. It is likewise not permitted to provide value-added service numbers as telephone numbers for a Customer Account. Furthermore, Devsa reserves the right to forbid the use of freely available email addresses (and temporary email addresses) as the email address for a user account.
As a condition of your use of the Site, you warrant to Devsa that you will not use the Site for any purpose that is unlawful or prohibited by this Agreement. Prohibited uses include, but are not limited to: competitive analysis (including copying and/or providing screen shots, which are copyrighted material owned by Devsa); data mining or scraping through the use of robots, spiders, or otherwise; and/or any use with the potential to infringe the rights of any third party.
In addition, you hereby represent and warrant that: (a) you are an eligible user (see Section 1, Eligible Users); (b) you have provided accurate and complete information in connection with your registration and use of the Site (all such information collectively referred to as "Your Information"), and (c) you will update Devsa to ensure that Your Information remains accurate and complete.
3.2. Use of the Site and Services
You may not use the Site or the Services provided through or in connection with the Site to: (a) defame, abuse, harass, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; (b) conduct or forward illegal contests, pyramid schemes, or chain letters; (c) publish, post, distribute, disseminate or link to any: (i) inappropriate, profane, defamatory, infringing, obscene, adult content, nude, indecent or unlawful topic, name, material or information; (ii) software or other material protected by intellectual property laws, copyright licenses, rights of privacy or publicity, or other proprietary rights, unless you own, control such rights or have received all necessary consents for your use of such software and other materials; (iii) software or other material that contains viruses, corrupted files, or that may or are intended to damage the operation of another's computer (e.g., "cracks," "hacks," or other programs written to defeat the security measures of any computer, system or program(s)); (d) sell, distribute, disseminate or link to any sites for marketing, sales or distribution of: firearms, explosives, ammunition, liquor, tobacco products, food that is not packaged or does not comply with all applicable laws for sale to consumers by commercial merchants, pharmaceuticals and controlled substances, counterfeit, pirated or stolen goods, fraudulent goods, any goods or services that infringe or otherwise violate a third party's rights, registered or unregistered securities, goods or services that: (i) you cannot legally sell, (ii) are misrepresented, and/or (iii) if sold, would cause Devsa to violate any law, statute or regulation; (e) harvest or otherwise collect information about third parties, including email addresses, without the express consent of such third parties; (f) restrict or inhibit any other user from using and enjoying its rights in the Services or the Site, interfering with or disrupting the Services or the Site service or servers or network connected to the Site; (g) use a Domain in connection with your use of the Site that is confusing or misleading to other Users or to the public; (h) email or otherwise transmit, distribute, publish or disseminate any junk email, spam, chain letters, pyramid schemes, or any other form of duplicative or inappropriate solicitations or messages (commercial or otherwise); (i) violate the rights of any third parties, including, but not limited to, trademark, naming or publicity rights, or (j) violate any applicable government laws or regulations. Devsa does not condone or allow spam. Devsa will cooperate with legal authorities and Internet service providers in releasing information about users who violate this Acceptable Use Policy.
You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products, services or benefits obtained from the Site, except as expressly provided herein. At all times, you remain solely responsible for Your Information.
3.3. Privacy and Confidentiality
You agree not to share any information provided to you by or on behalf of Devsa with any third party except as expressly permitted herein. If you sell or otherwise distribute goods or services that compete with or may otherwise serve as a substitute for products or services sold or otherwise distributed by Devsa via the Site or offered by the Site, you may not: (a) use or acquire, or have any other person use or acquire on your behalf, the products or services of the Services or the Site for which you offer competing or substitute products or services; or (b) advertise, promote, market or solicit offers to acquire such competing or substitute products in connection with your use of the Services or the Site.
Devsa is not obligated to monitor the content on the Site. However, with respect to the use of the Services or the Site, Devsa reserves the right to disclose any information, communication, or materials as necessary to satisfy any applicable law, regulation, legal process or government request, or to edit, refuse to post or to remove any information or materials, in whole or in part, from the Site, in Devsa’s sole discretion, without notice at any time.
3.4. User Account Certification/Limited Use of Site and/or Services
In order to preserve a safe and secure Site and Services for our users, Devsa may elect to require you to perform a user account certification process that may include, but is not limited to, confirming your billing information, verifying the accuracy of your account details, requesting a copy of government-issued identification, and other account certification methods as Devsa may develop in its sole discretion at any time. Failure to perform the requested user account certification methods will result in limited access to the Site and Services.
3.5. Violations of Acceptable Use
Devsa may elect to discontinue offering the Site or the Services, or any portion thereof, at any time for any reason, with or without advance notice.
You are responsible for safeguarding the confidentiality of your password(s) and login name(s) issued to you by Devsa, and for any use or misuse of your account or the Services or the Site resulting from any third party using a password or login name issued to you.
You agree that you will notify Devsa immediately of any known or suspected unauthorized use, breach of security, or violation of this Agreement, on or relating to the Site.
Except as otherwise noted, creating a standard (basic) user account with Devsa is free. We do charge fees for premium user accounts (membership) and for our domain-related services and you are given an opportunity to review and accept the fees that will be charged in connection with certain Services. You are responsible for all applicable taxes (except for Devsa’s income taxes), costs, hardware, software, services and all other costs and expenses related to the Services or your activity conducted through the Site. Devsa may, in its sole discretion, add, delete or change any of the Services provided or fees charged by Devsa. Devsa’s standard fees and any changes will be posted to our Price List, and the applicable Services and fees will be binding on the effective date noted on the Price List. No advance notice is required for any prospectively effective change in Services offered or fees charged therefore.
Unless otherwise stated, all fees and currency amounts are quoted in United States Dollars. The fees charged for Devsa services that are specified by Devsa are considered to be end prices and are understood to include any applicable taxes.
The following terms and conditions pertain to particular Services offered by Devsa or through the Site.
Among other Services, Devsa and the Site serve as a trading platform as well as a separate auction platform to allow Users to offer to sell and buy Domains, complete web sites, and/or web-based businesses (collectively, "Domains"). Devsa only gets involved in a resulting transaction to collect a fee for Services, or as otherwise agreed by all parties.
Before entering into a binding agreement to purchase a Domain you must perform, and are responsible for, all research necessary to ensure that you are aware of any factors affecting your registration and use of the Domain, including, but not limited to, the applicable annual registration fees required to maintain your registration and use of the Domain, that your prospective use of the Domain will not infringe the rights of any third parties, and that you have all the information necessary to make an informed purchasing decision.
Devsa's policies are rules and guidelines that help to create a safe, fair and enjoyable trading environment for all Devsa members. As a buyer or seller, you are responsible for reviewing, understanding and agreeing to Devsa’s buying and selling policies, as well as all applicable laws and regulations as outlined in this Agreement.
18.104.22.168. Description of Service: Sales of Domain Names via Domain Portfolios (Domain Catalogue)
Except as otherwise provided in applicable posted terms, users offering their Domains for sale or lease ("Sellers") may list their Domains in the Devsa Domain Catalogue (the "Domain Portfolios") free of charge. Sellers are free to delete their Domains from the Domain Portfolios at any time without cost unless their Domain is subject to an Exclusive Brokerage agreement, active negotiation, or pending transfer. Devsa charges Sellers a commission for sales originated and/or completed as a result of Devsa’s Services. Except in the case of Fixed Price Listings (defined below), you have an opportunity to review the fees that you will be charged, per the applicable Price List, before moving forward with any transaction.
Prospective Buyers or lessees of Domains ("Buyers") may enter search terms into the Catalogue (or thorought various parts of the site) to look for offers, and to enter bids for certain entries. These bids and the responses of the Sellers will be forwarded to the other party free of charge via the email addresses provided as part of user registration. Devsa cannot guarantee that any particular bid or response will be transmitted to the intended recipient. Devsa acts here neither as a Buyer nor Seller, neither as a lessee nor lessor, nor as the representative of any of the above-mentioned parties. Within the scope of the basic Domain Portfolio Catalogue Service, Devsa does not act as an auctioneer or as a broker.
In the event that a Seller and Buyer negotiate an agreement for the purchase and sale of a Domain via the Domain Marketplace, the Buyer and Seller agree that the terms of the purchase and sale will follow the standard purchase and sale agreement supplied by Devsa and available for review upon request. In addition, Buyer and Seller agree that the purchase and sale transaction via Domain Portfolio Catalogue shall be managed by Devsa in accordance with the terms of Devsa’s Domain Transfer and Escrow Services as described below in Section 5.2. The fees for Devsa’s Domain Transfer and Escrow Service are posted as set forth in Section 4, entitled Fees.
Should the registration of a Domain that is the subject of a purchase and sale transaction be in risk of expiring with its relevant Domain registrar, or if the expiration date lies within the next sixty (30) days from the date when an agreement is made for the purchase and sale of the Domain, Seller agrees to renew the Domain registration and is solely responsible for any costs or fees associated with such renewal. Buyer and Seller are each respectively responsible for any related fees charged by his/her registrar and/or service provider.
Not all domain extensions are alike, and certain top-level domains (TLDs) carry abnormal registration policies, restrictions, prices and other associated fees. Buyer and Seller are responsible for conducting all research necessary to make themselves familiar with the rules, regulations and fees of the associated registrar for the contemplated Domain prior to entering an agreement through Devsa’s Site and Services. Buyer and Seller agree that Devsa shall not be held responsible for any abnormal registration policies, prices or fees. All registration fees must be paid by the Buyer or Seller respectively.
22.214.171.124. Limited Number of Open Bid Threads
Dependant upon User status, each User is limited in the number of Domain negotiations ("Negotiation Threads") in which they may participate simultaneously. These limitation may apply in relation to the total number of negotiations or by value (in USD) of total negotiations.
126.96.36.199. Currency of the Bidding Process
During the bidding process, Users will be negotiating offers or counter-offers for Domains using Devsa Points that were purchased in USD currency (United States Dollars). The US currency equivalence of the Devsa Points will be available to both parties. Both parties (Buyers and Sellers) will use the same currency for the offer and the counter-offer within a Negotiation Thread, this currency shall be considered valid until the conclusion of the bidding process. Additional currency options may be available at a later date and this section 188.8.131.52 is subject to change once the currency options become available.
184.108.40.206. Binding Offers
Devsa makes no representations or warranties regarding the features of Domains listed in the Domain Catalogue (Users Domain Portfolios) or Marketplace. This shall apply particularly, but not exclusively, to visitor statistics, traffic statistics, and the precise alpha-numerical composition of a Domain. If, during the course of a Negotiation (Negotiation Thread), a User makes an offer for the conclusion of a purchase and sale agreement, then he/she is bound to this offer for 168 hours, which corresponds to seven days from the time when the offer was rendered. Due to the binding nature of offers to purchase or sell Domains, Users should review the Domain listing to avoid mistakes before submitting a binding offer. Mistakes do not relieve a User from their obligations to purchase or sell a Domain once a binding offer has been accepted. The Buyer's offer shall lapse if the other User rejects the offer, accepts another User's offer, submits a counter-offer, or the binding time period is allowed to lapse.
Any offers accepted after the aforementioned occurrences, that offer or counter-offer shall be considered to be a new offer.
220.127.116.11. Fixed Price, For Sale and Not For Sale Listings
Domains listed for "Fixed Price" (in "Users Domain Portfolios" / "Domain Catalogue") are not under binding agreement for the stated price until the Seller accepts the offer. If a Buyer accepts to buy a Domain at the listed Fixed Price, the User is agreeing to enter into a binding contract with the Seller. The Seller must accept this offer and enter into this agreement if they choose to sell at the listed Fixed Price. The sales price (Fixed Price) cannot be changed by Seller once the Buyer has agreed to that Fixed Price. The Fixed Price is considered to be the end price for the Buyer including any applicable taxes.
Domains listed as "For Sale" do not have a fixed sales price and the Domain listing serves as an invitation for other Users to submit an offer for the purchase and sale of the Domain that is the subject of the Domain listing. "For Sale" listings are also known as and may be referred to as "Negotiable" listings. If the Seller states a minimum offer, the Domain listing serves as an invitation for other Users to submit an offer in the amount of the stated price or greater. This is done for the purchase and sale of the Domain that is the subject of the Domain listing. The minimum offer, applicable to all Buyers, needs to be greater than or equal to Devsa points equivalent to $25.00 (USD).
5.1.1. Domain Portfolio Catalogue
18.104.22.168. Domain Listing Rules
The following Domain listing requirements and obligations as well as the Buyer and Seller Rules apply to your use of Devsa’s Domain Portfolios (Domain Catalogue) and the Marketplace as a whole:
(a) The Seller agrees to set up a user account and to fill out the registration form completely and accurately. The Domain Seller must be the verified owner of the domain name listed for sale. Unless the domain owner has a privacy shield for WHOIS database purposes, information provided within the Devsa User’s account must correspond to the information contained in the WHOIS database. Domain Names must be verified before Sellers can start negotiations or accept offers. The Domain Verification process can be completed at any time using CNAME records or using hosted files if the Domain is hosted.
(b) Domains are the result of, and are subject to, all of the conditions, limitations, and restrictions contained in Domain registration agreements between the Seller and a third-party Domain registrar or ther service provider. As such, the transferability of Domain registration may be limited, prohibited, or otherwise subject to conditions imposed by the Domain registrar or service provider. Nothing in this Agreement or on the Site shall be construed to imply that the Seller possesses any rights to a Domain beyond those specified in the Seller's agreement with the relevant Domain registrar or service provider. When referencing a Domain as the object of a purchase and sale transaction within these terms, Domain shall refer to any rights the Seller may possess with regard to the registration of a particular Domain under its Domain registration agreement with a Domain registrar. Any content or material associated with a developed website that is the object of a purchase and sale agreement must be materially described in writing to be subject to the relevant purchase and sale agreement.
(c) As a Seller of a Domain listed on the Domain Marketplace, you represent and warrant that: (i) you have registered the Domain with the appropriate Domain registrar or other registration authority; (ii) your registration of the Domain is current and not subject to deletion, cancellation, rescission, or deactivation by the applicable Domain registrar or other registration authority; (iii) you have not taken any action that would impair your ability or right to transfer the Domain registration and no such action has been taken against you; (iv) the Domain has not been used in such a manner as to infringe the rights of any third party, including, but not limited to, trademark, naming or publicity rights; (v) the Domain is not the subject of any legal disputes or proceedings challenging your right to register or use the Domain; (vi) you will accurately describe the subject listing; (vii) you own and have the right to sell the content, if applicable, listed as part of your Domain; and (viii) if your offer to sell and transfer the Domain is accepted, you will complete the transaction with a ready, willing, and able Buyer. You will not under any circumstances list or transfer the rights to any Domain that you do not have sufficient rights to transfer, or that is illegal to transfer under applicable law.
(d) The Seller agrees not to list any Domains which violate Devsa’s Offensive Domain Name Policy,which is hereby incorporated by reference. Devsa may refuse to list, or remove the listing for, any Domain which, in Devsa’s sole discretion, may potentially infringe or violate the proprietary rights of any third person or any other Domain, or which, in Devsa’s sole discretion, is inflammatory, offensive, inconsistent with Devsa’s general policies or Acceptable Use terms, or otherwise may infringe any proprietary right of any third party. Devsa may take any one of these actions at any time and without any notice to the Users.
(e) The Seller of a Domain agrees not to enter an offer for his/her own offer and not to instruct other persons to do so. In addition, any user manipulation of Domain listing statistics is prohibited, including, but not limited to, manipulating or otherwise falsely inflating traffic statistics represented to Buyer during the course of negotiation or which are measured and displayed by Devsa. If Devsa suspects any of the above mentioned activities have occurred, Devsa reserves the right to act in such manner that best serves both parties.
(f) You will not yourself, nor will you allow or enable another, to directly or indirectly interfere or attempt to interfere with the operations of the Site or the Services.
(g) You understand that Devsa’s comment system, which is apart from the comment system on the public site for blogs, cannot be used to communicate with the Buyer and/or Seller with the purpose of circumventing Devsa’s user agreement and/or to alter/augment sales of domains, commission, or alter the terms of the purchase and sale.
(h) The Seller agrees to keep any data which he/she has added to the Domain Marketplace up-to-date. If a Domain has been sold, he/she is to remove it from their User Account. Furthermore, the Seller agrees to remove a Domain from the Domain Marketplace immediately if a warning has been issued, or as soon as any notice or knowledge has been received that the rights of a third party or applicable laws could be violated by the listing. This shall apply until legal clarification of the situation has been made.
All prices quoted between Users during the bidding process or used as a Fixed Price or Minimum Offer are understood to be end prices including any applicable taxes.
22.214.171.124. Purchase Price / Currency Conversion
The purchase price for the Domain shall be the price in the equivalence of the Devsa Points Value which will be the currency upon which agreement has been reached through the timely acceptance of an offer. This purchase price will therefore be in Devsa Points Value which will be the basis for the execution of the purchase and sale agreement between the Buyer and the Seller as well as formulating any fees owed between the Seller and Devsa.
The exchange rate of the conversion from your current to Devsa points shall be determined in accordance with the exchange rate of the European Central Bank which was valid at the point in time agreement was reached, rounded to five (5) places behind the decimal point.
The result of any conversion in accordance with paragraph two above shall be commercially rounded, dependent upon the currency assigned to the Customer, to full US dollars (USD) or full Euros (EUR) or full British pounds (GBP). The result of commercial rounding shall be the purchase price of the User in the currency selected by the User or assigned to the User.
126.96.36.199. Legal Relationship as between Devsa, Buyer and Seller
Devsa is neither the owner of the Domains listed in the Domain Marketplace, nor does it have any influence or control on the business conducted among Users of the Domain Marketplace. The responsibility for the content of Domain listings, including the accuracy of any statistics, whether measured and displayed by Devsa or otherwise, lies exclusively with the respective Sellers, Buyers, and Users.
Devsa shall not be liable for legal transactions or other acts of Domain Marketplace and/or Auction users. This also applies to any violations of rights of a third party through the listing of a Domain in the Domain Marketplace, in particular his/her/its intellectual property rights, rights of the use of a name, and trademark rights. Buyer and Seller agree that Devsa shall not be held responsible for the failure of either party to a purchase and sale agreement to follow through with their obligations under such an agreement, and that Devsa, as the neutral facilitator of the Domain Marketplace, and associated Services, shall not be subject to any claims arising from the attempted purchase and sale of Domains.
Devsa will always try to complete the purchase and sale of a Domain. If an agreement has been made over Devsa’s Domain Catalogue (Portfolios) platform, between a Buyer and a Seller, absent new, material information presented to Devsa, or unless the Buyer is claiming breach of contract or anticipatory breach of contract, Devsa will move forward with a domain transaction. In relation to Devsa Points Value, if Devsa has received payment from the Buyer and the domain from the Seller, the domain will be forwarded to the Buyer and payment to the Seller accordingly. At that point, the aggrieved party, either Buyer or Seller, would have to initiate a legal process or proceeding against the other party. Both Buyer and Seller agree that Devsa is not responsible or liable in any way for a transaction ending in this manner.
188.8.131.52. Rejected and/or Blocked Domain Listings
Devsa reserves the right, at any time and without any notice, to reject the listing of any Domains into our Domain Marketplace and/or Auction or to remove and blacklist Domain listings which have already been entered, without prior warning or any reasons and at any time, especially in the case of User's violation of this Agreement, or suspected violation of rights of a third party concerning a Domain, or suspected violation of applicable laws.
5.2.1. Description of Service
The Domain Transfer and Escrow Service offers users Devsa’s assistance with the purchase and transfer of ownership of Domains. Devsa acts here neither as a Buyer or Seller, nor as the representative of a Buyer or a Seller, nor as a broker. Devsa acts as a secure technical and financial intermediary and will hold the purchase price in escrow for the Buyer while the Seller transfers ownership of the Domain to Buyer. Upon conclusion of the Domain transfer process, Devsa will release Buyer's funds from escrow and forward the purchase price to the Seller, less applicable fees.
Drafting of custom Purchase and Sale Agreements or any legal consultations on the part of Devsa are not included in the Service and must be obtained from User's own legal representative.
5.2.2. Fees and Related Costs
The amount of the fee for the Domain Transfer and Escrow Service is specified on the Devsa Price List, which is located on the Site and which is subject to change from time to time.
In the event of Domain transfers that concern the purchase and sale of a Domain which the Seller had listed on the Domain Database, the Seller shall be responsible for paying the Devsa Domain Transfer and Escrow Service fee as well as any other related and specified Sales fees.
In the event of Domain transfers that concern the purchase and sale of a Domain within the parameters of the Domain Brokerage Service, the Buyer shall pay the Devsa Domain Transfer and Escrow Service fee.
When a Domain is transferred from the Seller to the Buyer, further costs can be incurred, based upon the participating registry and registrar providers. The responsibilities for these payment obligations are defined by the relationship of the Customer to the provider. This can include, but is not limited to, the responsibility of the Seller to pay for a registration renewal when the domain is set to expire within the next sixty (30) days from the time agreement was reached.
5.2.3. Management of Domain Transfer
184.108.40.206. Reaching an Agreement
In the event that a purchase and sale agreement has been reached between the Buyer and the Seller during the course of a Marketplace or Auction bidding process, Devsa shall provide a standard online purchase and sale contract for Buyers and Sellers that is automatically tailored to the sale of the Domain that was the subject of their negotiation. Depending upon the processing stage of the transaction, the other User’s respective data may be made anonymous until the transaction is complete. Should either party fail to meet to their obligations under the respective agreement, the identity of the breaching User shall be provided to the injured User upon request.
220.127.116.11. Obligation of Buyer to Make Payment to Designated Escrow Account
After reaching agreement for the purchase and sale of a Domain, Devsa shall contact the Buyer via email to request the transfer of the amount due to Devsa’s escrow account, where it will be safeguarded until transfer of Domain ownership has been completed. Upon said request, the Buyer is obligated to remit payment of the amount owed to Devsa’s escrow account.
18.104.22.168. Transfer of Domain and / or Internet Project
Once the full amount of the purchase price owed has been received by Devsa’s escrow account, the process of transferring ownership of the Domain from the former owner (the Seller) to the new owner (the Buyer) shall commence. Devsa shall then instruct the Buyer and the Seller of the Domain as to the required steps and best practices involved in the technical domain name registration transfer process. Devsa can only ensure the prompt and orderly transfer of Domain ownership if Devsa’s instructions to the Buyer and Seller are strictly followed. As such, the Buyer and Seller are obligated to provide the required cooperation to each other and to Devsa. Failure to cooperate may be considered by the injured party as a material breach of the relevant purchase and sale agreement.
22.214.171.124.1. Quick Transfer
In certain specialized cases, to effectuate a “quick” transfer, Devsa will conduct domain “pushes,” which includes creating a domain registrar account on behalf of the Buyer, utilizing the contact information in the Buyer’s User Account. Once the registrar account has been created, and the domain has been securely pushed from Seller’s registrar account to the Buyer’s registrar, Devsa’s transfer agent will give the Buyer their respective registrar account information, including password and login details. Transfer of domain ownership is transfer of control of the domain, and once the Buyer has control over the purchased domain, he/she cannot claim that Devsa has not performed its duties under this User Agreement based solely on the fact that the domain is not at any specific domain registrar.
126.96.36.199. Successful Transfer and Payment of Purchase Price
Upon successful transfer of the Domain to the Buyer, payment of the purchase price owed to the Seller shall be remitted in a timely manner. A successful transfer of ownership of the Domain has taken place when the Buyer's registration data has been updated in the WHOIS database of the relevant domain name registry, and the Buyer has assumed technical control of the Domain. In the event that Devsa assumes temporary control of the Domain in an escrow capacity, then a successful transfer shall be considered to have been made at that moment in which Devsa obtains control of the Domain and the Seller has lost control of this Domain.
If, during the course of a bidding process in accordance with Section 5.1 above or the Domain Brokerage Service, the purchase and sale agreement has been concluded and the currency selected by the Seller or the currency assigned to the Seller is not identical to the agreed-upon currency, then the payment to the Seller shall be made in the currency he/she has selected or which has been assigned to him/her. The prevailing amount shall be the purchase price obtained in accordance with Sub-Section 5.1.9 after conversion and rounding work has been carried out in the currency selected by the Seller or the currency assigned to the Seller less any possible fee for the Domain Transfer and Escrow Service. In this case, the Seller shall not be entitled to demand the payment of the purchase price in another currency or to avail himself/herself of a different exchange rate than the fundamental exchange rate of Devsa in accordance with Section 5.1.9.
188.8.131.52. Unsuccessful Transfer and Repayment
In the event that the transfer of ownership is ultimately unsuccessful, the full payment submitted to Devsa’s escrow account shall be returned to the Buyer. There shall be considered to be no ultimate failure of the transfer if the unsuccessful transfer of the Domain or web project to the Buyer is solely due to the fact that the Buyer has not undertaken the further required cooperative actions required upon his/her part after the payment of the purchase price and any additional fees if relevant.
As stated in Section 184.108.40.206 (Legal Relationship as Between Devsa, Buyer and Seller), Devsa will always use its best efforts to effectuate the purchase and sale of a Domain. If an agreement has been made over Devsa’s Domain Catalogue marketplace or auction platform between a Buyer and a Seller, absent new, material information presented to Devsa, or unless the Buyer is claiming breach of contract or anticipatory breach of contract, Devsa will move forward with a transaction. If Devsa has received payment from the Buyer and the domain from the Seller, the domain will be forwarded to the Buyer and payment to the Seller accordingly. At that point, the aggrieved party, either Buyer or Seller, would have the right to initiate a legal process or proceeding against the other party. Both Buyer and Seller agree that Devsa is not responsible or liable in any way for a transaction ending in this manner.
220.127.116.11. Publication Rights
The Buyer and Seller agree that Devsa shall have the right to publish the name of a Domain sold as well as the respective purchase price on the Site or in other places for reference purposes. This shall not apply if the Buyer or Seller objects to the publication, provided that objection must be received by Devsa in writing before completion of the Domain transfer and escrow process. However, Devsa will always publish and display a Domain name sale and the highest bid/selling price if the Domain was sold via Auction. In an Auction, neither Buyer nor Seller may request that the Domain and details of the sale be withheld.
18.104.22.168. Proof of Purchase/Requests for Tax Information
Devsa is neither the buyer nor seller in a Domain purchase and sale transaction. As such, if the Buyer requires an invoice of the purchase and sale transaction or is required to request tax information from the Seller, such as a form W-9, the Buyer needs to inform Devsa of this request as soon as an agreement has been reached between the Buyer and Seller. Devsa will then communicate the request to the Seller. The Seller agrees that he/she will comply with such request if the request is promptly made at the beginning of the transfer.
5.2.4. Penalties for Failing to Perform Obligations
Devsa reserves the right to cancel the escrow and transfer of domain ownership if one of the parties to the purchase and sale agreement fails to fulfill its obligation to cooperate in the transfer process after two (2) requests are made by Devsa via the email addresses provided in his/her user account ("Failed Transfer").
In the case of a Failed Transfer, Devsa reserves the right to collect any applicable commission fee from that party who has violated his/her obligation to cooperate in the completion of the transaction. Furthermore, any claims for damage compensation or contractual performance can be asserted by the non-breaching party against that party which violates his/her obligations under these terms or the terms of the applicable purchase and sale agreement. The Buyer and Seller agree that the injured party is entitled attorney’s fees from the other should legal action be necessary to enforce rights pursuant to the purchase and sale agreement.
5.2.5. Dispute between the Parties during Transfer
In the event that the purchase price to be paid by the Buyer has been transferred to the Devsa escrow account and the Domain and/or website content has been transferred to the Buyer in whole or in part, neither party may seek cancellation of said ownership transfer or payment. In the event that the parties become involved in a dispute at any time during the transfer and escrow process, Devsa may set a reasonable deadline for the parties to reach an agreement. In the event that said deadline passes without a resolution, Devsa shall then be entitled to release the purchase price to the Seller and the Domain and/or website content to the Buyer in accordance with the purchase and sale agreement.
5.2.6. Dispute between the Parties during Transfer
BUYER AND SELLER AGREE THAT DEVSA SHALL NOT BE LIABLE FOR DETRIMENT OR DAMAGES ORIGINATING FROM A FAILED TRANSFER PROVIDED THAT SUCH CLAIMS ARE NOT BASED UPON THE INTENTIONAL WRONGDOING OR GROSS NEGLIGENCE OF DEVSA, ITS STATUTORY REPRESENTATIVES OR VICARIOUS AGENTS.
This shall apply particularly in cases in which either the Buyer or Seller rejects the proper completion of transfer-related documents, impedes the execution of the transaction in another way, or in the case where one of the contractual parties cannot be properly identified due to providing incorrect or misleading contact information.
5.2.7. Disclaimer of Warranties by Devsa
Devsa shall dedicate itself to the secure transfer of ownership of a Domain and payment of the purchase price after an agreement has been reached between the Buyer and the Seller.
DEVSA IS NOT THE SELLER, AND AS SUCH, MAINTAINS NO DUTY TO VERIFY THAT THE DOMAIN NAME AND/OR INTERNET PROJECT BEING SOLD AND TRANSFERRED DO NOT VIOLATE THE PRIORITY RIGHTS OF ANY THIRD PARTIES AND THUS MAKES NO WARRANTIES AS TO THE EXISTENCE OF CONFLICTING PRIORITY RIGHTS OF ANY THIRD PARTIES.
The Buyer and Seller agree that the Domain Transfer and Escrow service does not include an examination or verification of the existence of any conflicting priority firm name, naming or trademark rights, or other rights of third parties.
FAILURE TO PERFORM AN EXAMINATION OF THE DOMAIN NAME AND/OR INTERNET PROJECT FOR THE EXISTENCE OF CONFLICTING RIGHTS, INCLUDING, BUT NOT LIMITED TO, PRIORITY OWNERSHIP RIGHTS, TRADEMARK RIGHTS, AND/OR VIOLATION OF APPLICABLE LAW, IS THE SOLE RESPONSIBILITY OF THE BUYER AND SELLER.
5.1.2. General Terms Applicable to the Devsa Marketplace (Domain Portfolio / Domain Catalogue)
Devsa is in no way responsible for the content of any web site owned or operated by a third party that may be linked to or from the Site or Services via hyperlink, whether such hyperlink is provided by Devsa or by a third party. No judgment or warranty is made with respect to the accuracy, timeliness or suitability of the content of any web site to which the Site may link, including information on the web site regarding the Devsa Site. By providing access to other web Sites, neither Devsa nor its affiliates are recommending the purchase or sale of the stock issued by any company, nor are they endorsing products or services offered by any web site's sponsoring organization.
YOU AGREE THAT USE OF DEVSA'S SERVICES AND THE SITE IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED ON AN "AS IS" AND AN "AS AVAILABLE" BASIS. DEVSA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. DEVSA MAKES NO WARRANTY TO ANY PROSPECTIVE BUYER THAT THE DOMAINS LISTED BY SELLERS ON THE DEVSA DATABASE HAVE IN FACT BEEN REGISTERED, OR THAT THE SELLERS ARE THE LEGAL OWNER OF SUCH DOMAINS, OR THAT THEY ARE AUTHORIZED TO ASSIGN/LICENSE SUCH DOMAINS. DEVSA MAKES NO WARRANTY THAT THE BUYER MAY USE THE DOMAIN OR THAT THE SELLER MAY TRANSFER THE DOMAIN WITHOUT VIOLATING ANY RIGHTS OF A THIRD PARTY. DEVSA MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THEY WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, NOR DOES DEVSA MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE SITE. YOU UNDERSTAND AND AGREE THAT YOUR USE OF ANY MATERIAL AND/OR DATA DOWNLOADED FROM THE SITE OR ANY SERVICES OBTAINED THROUGH OR PROVIDED BY DEVSA IS AT YOUR SOLE DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM ANY SUCH DOWNLOAD OR USE OF SUCH INFORMATION OR OTHER RELATED TRANSACTION. NO ADVICE OR INFORMATION THAT YOU MAY OBTAIN FROM DEVSA OR THROUGH THE SERVICES PROVIDED BY DEVSA SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED THEREIN.
You agree that, regardless of any statute or law to the contrary, except as prohibited by law, any claim or cause of action arising out of or related to this Agreement, the Site, or Devsa’s products or Services, must be commenced within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.
IN NO EVENT SHALL DEVSA, ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, OR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SITE, THE SERVICES, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). DEVSA'S LIABILITY, AND THE LIABILITY OF ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU HAVE PAID TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100. YOU AGREE TO INDEMNIFY AND HOLD DEVSA AND (AS APPLICABLE) DEVSA'S PARENT, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS' FEES, MADE BY A THIRD PARTY DUE TO OR ARISING OUT OF YOUR USE OF THE SITE OR THE SERVICES, YOUR BREACH OF THIS AGREEMENT OR THE DOCUMENTS IT INCORPORATES BY REFERENCE, OR YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY.
All content, database information, data and services available on, and collected as a whole through this Site, are property of Devsa, its affiliates, advertisers and licensors, and are protected by copyrights, trademarks, service marks, patents, trade secrets, and other proprietary rights and laws in the United Kingdom and internationally. All rights not expressly granted herein are fully reserved by Devsa, its affiliates, advertisers, and licensors. Devsa’s licensors' or other third-party materials, services or products referenced on this Site are common law or registered trade marks or service marks of such parties.
If you believe that your work has been copied and is accessible on the Site in a way that constitutes copyright infringement, notify Devsa’s designated agent in writing and provide the following information: your name; your email address; your mailing address; your phone number; the URL, path or other specific location where the allegedly infringing material is located; description of the allegedly infringed work, including (if available) the URL, path or other specific location where the copyrighted work may be found for comparison; and your relationship to the owner of the allegedly infringed work. Pursuant to European or US law, notifications of claimed copyright infringement should be sent to Devsa’s Designated Agent. See Section 10 (How to Contact Devsa).
All contents of the Site are: Copyright 2009 Devsa.com, Devsa LTD and/or its suppliers. All rights reserved.
Until and unless terminated by you or Devsa, your status as an eligible or registered User will continue indefinitely, and fees for services will be charged as described herein (see Section 4, Fees). Devsa may terminate this Agreement and your access to the Site and related Services at any time, with or without cause, and with or without notice.
Upon termination of your right to use the Site, you will no longer have access to any data or information you had previously created, maintained, managed, or stored in the Site or Devsa’s systems. Devsa is under no obligation to maintain any such data or information.
Upon termination of your right to use the Site, you will no longer have access to any data or information you had previously created, maintained, managed, or stored in the Site or Devsa’s systems. Devsa is under no obligation to maintain any such data or information.
Devsa manages the Site and Services from its offices in London, United Kingdom. This Agreement is governed by the laws of England, United Kingdom, without regard to its choice of law rules. You hereby consent to the jurisdiction of, and venue in, courts located in London, England, United Kingdom in all disputes arising out of or relating to the Site. In addition, you hereby consent to the exclusive jurisdiction of, and venue in, such courts for any action commenced by you against Devsa or its affiliates in any dispute arising out of or relating to the Site. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including, without limitation, this paragraph.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Devsa as a result of this Agreement or use of the Site or Services. Devsa’s performance of this Agreement is subject to existing laws and legal processes, and nothing contained in this Agreement is in derogation of Devsa’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by Devsa with respect to such use.
If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect. Unless otherwise specified herein, this Agreement constitutes the entire agreement between the user and Devsa with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Devsa with respect to the Site.
A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form, and any such printed, true, and accurate copy shall be deemed an original document for evidentiary purposes. Any failure of Devsa to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. You may not rent, lease, license, grant a security interest in, or otherwise transfer, assign, or sublicense your rights hereunder to any third party. At any time, Devsa may, in its sole discretion and without providing notice or obtaining your consent, assign this entire Agreement or delegate some or all of its responsibilities hereunder.
You can get in touch with Devsa using our Online Support Center, post mail, email, telephone or fax. Please note, telephone lines are open from Monday to Friday 9am - 6pm (GMT, London). However, you can leave a voice message outside of these hours and we will get back to you as soon as possible.
|78 York Street|
|London W1H 1DP|
|Telephone:||0844 504 2888|
|Facsimile:||0844 504 2888|
|Attn: Legal Department|
|78 York Street|
|London W1H 1DP|
|Facsimile:||0844 504 2888|
Customer Service and Support (availability depending upon service selected)
|Telephone:||0844 504 2888|
|Facsimile:||0844 504 2888|