The following terms contain the conditions upon which 24hournames.com offers premium domains priced over $5000 for sale. Once an agreement has been reached, the terms of this agreement will become legally binding.
Please read carefully the following terms and conditions for the sale of (the ''Domain Name'').
THIS AGREEMENT is made on this , between of , a company incorporated existing under the laws of with a registered office at (“Purchaser”), and 24hournames.com, a company pursuant of the laws of Quebec, CANADA, residing at 4020 Saint-Ambroise Street, Montreal, QC, (''Seller'').
WHEREAS Seller owns all right, title and interest in and to, and possesses all rights necessary to use the Domain Name.
AND WHEREAS Seller has agreed to sell and Purchaser has agreed to purchase all of the right, title and interest of the Seller in and to the Domain Name.
NOW THEREFORE THIS AGREEMENT WITNESSES THAT SELLER AND THE PURCHASER HEREBY AGREE AS FOLLOWS:
1. PURCHASE AND SALE. Seller hereby agrees to sell, transfer, assign and convey to Purchaser all of the right, title and interest of Seller in and to the Domain Name.
2. PURCHASE PRICE. The purchase price (“Purchase Price”) payable by Purchaser to Seller for the Domain Name shall be US $ , inclusive.
3. ESCROW OF PURCHASE PRICE. The Purchase Price shall, upon execution of this Agreement, be sent by Purchaser to Escrow.com (''Escrow Agent''). Escrow.com shall act as the Escrow Agent for the transaction contemplated by this Agreement in accordance with Escrow.com's standard terms of escrow. For greater clarity, Purchaser shall instruct Escrow.com to release the Purchase Price to Seller upon the Domain Name being transferred to Purchaser.
4. SELLER TO CEASE USE OF DOMAIN NAME. Seller covenants that Seller has ceased use of the Domain Name and agrees that Seller shall not recommence any and all use of the Domain Name.
5. SELLER'S REPRESENTATIONS AND WARRANTIES. 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 ownership of the Domain Name, free of the claims of any third parties.
6. FURTHER ASSURANCES. Seller shall take all necessary actions, including providing all necessary documentation to Purchaser in order to transfer Domain Name to Purchaser.
7. FEES. Each of Seller and Purchaser shall pay their respective and other professional advisory fees, costs, and expenses incurred in connection with the purchase and sale of the Domain Name and the preparation, execution and delivery of this Agreement and all other documents and instruments executed pursuant hereto.
8. SUCCESSORS AND ASSIGNS. This Agreement shall ensure to the benefit of and be binding upon the respective successors and permitted assigns of the parties hereto.
9. CONFIDENTIALITY. Seller and Purchaser shall employ proper procedures and standards designed to maintain the confidential nature of the terms of this Agreement, except to the extent
(a) the disclosure of which is reasonably believed by such party to be required in connection with regulatory requirements or other legal requirements relating to its affairs;
(b) disclosed to any one or more of such party's employees, officers, directors, agents, attorneys or accountants who would have access to the contents of this Agreement and such data and information in the normal course of the performance of such person's duties for such party, to the extent such party has procedures in effect to inform such person of the confidential nature thereof;
(c) that is reasonably believed by such party to be necessary for the enforcement of such party's rights under this Agreement.You can choose to waive or not to waive confidentiality by checking one of the box below:
I wish to waive confidentiality I do not wish to waive confidentiality
10. ENTIRE AGREEMENT. This Agreement constitutes and contains the entire agreement between the parties with respect to the subject matter herein and supersedes any prior oral or written agreements. This Agreement cannot be changed, modified, amended, or supplemented, except in writing signed by all parties hereto.
11. AMENDMENTS AND WAIVER. No modification of or amendment to this Agreement shall be valid or binding unless set forth in writing and duly executed by both the parties hereto and no waiver of any breach of any term or provision of this Agreement shall be effective or binding unless made in writing and signed by the party purporting to give the waiver and, unless otherwise provided, shall be limited to the specific breach waived.
12. GOVERNING LAW, DISPUTES, AND SPECIFIC PERFORMANCE.
a) Due to the unique and specific nature of Internet domain names, the Purchaser agrees that in the event a breach of this agreement by delayed/non-payment or otherwise which results in a failed attempt to transfer control of the Purchase Object from Seller to Purchaser, Purchaser shall have the right to demand specific performance in lieu of monetary damages. Seller acknowledges and agrees that failure to convey the Domain Name in accordance with the terms of this Agreement shall entitle the Purchaser to seek injunctive relief and/or mandatory orders for specific performance of this Agreement as money damages will not suffice if a failure to convey the Domain Name occurs.
b) This Agreement shall be governed by and construed in accordance with the laws of Quebec, Canada, without giving effect to any choice-of-law or conflict-of-law provision or rule (whether of Quebec or of any other jurisdiction) that would cause the application of the laws of any jurisdiction other than Quebec.
c) If any provision of this Agreement, or part thereof, shall be held to be unenforceable, void or contrary to law, such provision, or part thereof, shall be severed from this Agreement, with the other provisions remaining in full force and effect. The ineffective provision shall be replaced by a valid one that approaches the ineffective provision as closely as possible.
This document is considered a legally binding contract. The Purchaser acknowledges these terms and agrees to be bound by them.
WHEREFORE, THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ AND UNDERSTAND THIS AGREEMENT AND VOLUNTARILY ACCEPT THE DUTIES AND OBLIGATIONS SET FORTH HEREIN.