This purchase and sale agreement (“PSA”) contains the terms under which a seller (“Seller”) on the Designs.com domain name and logo marketplace (“Marketplace” or “Shop”) sells a logo and/or a domain name to a buyer on the Marketplace (“Buyer”). This PSA is legally binding on Seller and Buyer once an offer is accepted by Buyer from Seller or once an offer is accepted by Seller from Buyer in any manner through the Marketplace. This PSA does not constitute legal advice and is provided for use by sellers and buyers on the Marketplace as a template, the terms of which can be modified by the seller and buyers.
1. Definitions
“Domain Name” means the internet domain name offered for sale by the Seller on the Marketplace under the terms and conditions articulated by Seller in Seller’s listing on the Marketplace.
“Logo” means the logo offered for sale by the Seller on the Marketplace under the terms and conditions articulated by Seller in Seller’s listing on the Marketplace.
“Purchase Price” means the amount agreed to between Buyer and Seller for the sale of a domain name and/or a logo on the Marketplace.
2. Subject(s) of the Purchase and Sale
For a sale that includes a domain name (whether or not it also For a For a sale that includes a domain name (whether or not it also contains a logo): In consideration of the Purchase Price, Seller hereby irrevocably sells, assigns, transfers, and conveys to Buyer all right, title, and interest in and to the Domain Name, including the current registration thereof.
For a sale that includes a logo (whether or not it also contains a For a sale that includes a logo (whether or not it also contains a domain name): In consideration of the Purchase Price, Seller hereby assigns to Buyer and its successors in title all rights, title and interest in and to the Logo (and every part thereof), including all intellectual property rights, and specifically including the copyright rights, for the full period of copyright and other applicable rights, and all extensions and renewals thereof.
3. Payment
A. Standard Sales
By default, all sales require payment up front by Buyer. Buyer shall pay to Seller the Purchase Price by transferring the Purchase Price to Designs.com, which will transfer the Purchase Price, minus any applicable fees, to Seller.
Buyer and Seller acknowledge that any fee owed to Designs.com is due at the effective date of this PSA, regardless of whether Buyer and Seller completely perform their obligations hereunder.
BUYER’S PAYMENT MUST BE SENT TO DESIGNS.COM WITHIN SIX (6) DAYS THE DATE OF THIS PSA, OR BY ANY OTHER DEADLINE COMMUNICATED ON THE DESIGNS.COM MARKETPLACE.
B. Installment Plan Sales
Buyer may have the option to purchase some Domain Names using an installment plan. The following applies to Buyers that select to purchase a Domain Name using an installment plan. If Buyer selects to purchase a Domain Name using an installment plan, this PSA is not entered into by Buyer until the first installment payment is received by Designs.com.
Buyers who select to use an installment plan shall pay to the Seller (through Designs.com) each installment payment on the timeframe described on the Marketplace listing for that sale. This will generally involve 1/12th of the purchase price being charged at the time of sale followed by 1/12th of the purchase price being charged each month until the full purchase price has been paid; however, this may vary and so Buyer should carefully pay attention to the information about the installment plan sale that’s provided when Buyer is making the purchase.
All installment payments are deemed to be lease payments for the domain name until the final installment payment has been made, at which point all installment payments will convert to purchase payments. After Buyer makes the first installment payment, Buyer will have access to change the DNS information that controls where a purchased domain name points to. Designs.com and/or the Seller will maintain the domain name in a holding account until all installment payments have been made. Buyer can request changes to the DNS of the domain name as long as Buyer’s required installment payments are current. The Domain Name will not be transferred to Buyer until after the final installment payment has been received by Designs.com.
If, after making an installment purchase, the Buyer either cancels an installment order or fails to make a required installment payment, the sale will be cancelled. If an installment is cancelled for any reason, Buyer will lose access to the domain name and the Seller will retain full ownership of the name. A Buyer will not receive any prorated refund or any refund at all if an installment sale is cancelled any reason. The amounts previously paid for the cancelled installment sale will be deemed to be lease payments made in exchange to the DNS control of the domain name that had been provided to Buyer for the period of time before the installment sale was cancelled.
Buyer acknowledges that Buyer is responsible for making sure that the payment information provided is up to date and that any failed credit card charges for installment payments will cause the sale to be cancelled.
Until all installment payments have been made and the Domain Name has been transferred to Buyer, Buyer shall not The Transferee shall not in any way use the Domain Name which in any respect:
If Buyer violates any of the foregoing requirements, Designs.com, in its sole reasonable discretion, may cancel the sale and Seller and Designs.com shall retain all legal and equitable rights available to them related to the sale and the breach by Buyer.
4. Transfer of Domain Names and Logos
For a sale that includes a domain name (whether or not it also contains a logo): Within the number of days as described on theMarketplace for the listing of the Domain Name, Seller shall execute all documents, papers, forms, and authorizations, and take such other actions as are necessary to effectuate the transfer of ownership and control of the Domain Name to Buyer.The Domain Name will be deemed transferred when: (i) Buyer’s registrar has confirmed the transfer in accordance with its procedures therefore; (ii) the applicable WHOIS database (or equivalent) identifies Buyer as the registrant of the Domain Name; and (iii) the Buyer has administrative and technical access to the Domain Name, and sole control over where the Domain Name points.
For a sale that includes a logo (whether or not it also contains a domain name): Within the number of days as described on the Marketplace for the listing of the Logo, Seller shall transfer to or make available to Buyer such files reasonably necessary for buyer to make full commercial use of the Logo.
5. Representations and Warranties
Buyer and Seller each represent and warrant that: (a) it has the full right, power, and authority to enter into this PSA and perform its obligations hereunder; and (b) the execution of this PSA has been duly authorized.
For a sale that includes a domain name (whether or not it also contains a logo), Seller represents and warrants that: (i) Seller is the owner of the Domain Name and may freely dispose of the Domain Name to Buyer, (ii) the Domain name is not encumbered by the rights of third parties and to date, Seller has not received any warnings of potential litigation or other legal action against the Domain Name that have not been disclosed to Buyer, (iii) Seller’s registration rights are current and not subject to deletion, cancellation, rescission, or deactivation; (iv) Seller has not taken any action that would impair its ability or right to transfer the domain name and no such action has been taken against Seller; and (v) the domain name 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.
For a sale that includes a logo (whether or not it also contains a domain name), Seller represents and warrants that: (a) Seller owns or control all rights in and to the logo, (b) Seller has the rights to make the assignment, transfer, or granting of rights described above, (c) Seller has not taken any action that would impair its ability or right to transfer the logo and no such action has been taken against Seller; (e) the logo 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; (f) the logo and any associated intellectual property is not the subject of any legal disputes or proceedings challenging sellers rights to the logo.
For a sale that includes a domain name (whether or not it also contains a logo), Buyer represents and warrants that it has performed all necessary due diligence on the domain name, including research of fitness for particular intended uses, trademark clearance, or anything that could inhibit their future use and enjoyment of the Domain Name.
6. Disputes
This PSA shall be governed by and construed in accordance with the laws of the United States and the internal laws of the State of Nevada without giving effect to any choice or conflict of law provision or rule (whether of the State of Nevada or any other jurisdiction). Each party irrevocably submits to the exclusive jurisdiction and venue of the federal and state courts located in Clark County, Nevada in any legal suit, action, or proceeding arising out of or based upon this Agreement.
The parties acknowledge and agree that if Designs.com is made a party to any lawsuit or other legal actions arising out of or related to this PSA, Designs.com, at its sole discretion, we may require Buyer and Seller to submit any such dispute to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Nevada law.
Due to the unique and specific nature of domain names and logos, the Buyer and Seller agree that in the event a breach of this agreement results in a failed attempt to transfer control of the Domain Name and/or Logo from Seller to Buyer, the non-breaching party shall have the right to demand specific performance in lieu of monetary damages.
In the event of a legal dispute regarding this PSA, the winning Party is entitled to recover legal fees from the other.
7. Miscellaneous
This Agreement shall be binding upon and shall inure to the benefit of Seller and Buyer and their respective successors and assigns.
This Agreement, together with the terms for the purchase and sale reflected on the Designs.com Marketplace constitutes the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.
This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto, and any of the terms thereof may be waived, only by a written document signed by each party to this Agreement or, in the case of waiver, by the party or parties waiving compliance.