Purchase and Sale Agreement

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Purchase and Sale Agreement

Last Modified: December 23, 2020

This purchase and sale agreement (“PSA”) contains the terms under which a seller (“Seller”) on the PerfectDomain.com domain name marketplace (“Marketplace”) sells 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.

“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

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.

3. Payment

Buyer shall pay to Seller the Purchase Price by in accordance in a manner permitted by the PerfectDomain.com Marketplace terms and Conditions.

Buyer and Seller acknowledge that any fee owed to the Marketplace is owned as of the effective date of this PSA, regardless of whether Buyer and Seller completely perform their obligations hereunder.

BUYER’S PAYMENT MUST BE SENT TO THE MARKETPLACE BY ANY OTHER DEADLINE COMMUNICATED ON THE MARKETPLACE.

4. Transfer of Domain Names

Within the number of days as described on the Marketplace 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 therefor; (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.

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.

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.

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 the Marketplace is made a party to any lawsuit or other legal actions arising out of or related to this PSA, the Marketplace, 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, 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 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 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.