Purchase and Sale Agreement

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Purchase and Sale Agreement

Last Modified: [July 16, 2022]

This purchase and sale agreement (“PSA” or “Agreement”) 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, which date shall be the effective date of this PSA (“Effective Date”). All terms of sale or purchase selected or agreed to by Buyer or Seller on the Marketplace are hereby incorporated into this PSA and made an integral part thereof. 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 Buyer.

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 full payment of the entire 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 with the options selected by Buyer and Seller on the Marketplace, and in accordance with the PerfectDomain.com Marketplace terms and Conditions.

Buyer and Seller acknowledge that any fee owed to the Marketplace is owed 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. ALL PAYMENTS MADE VIA THE MARKETPLACE, INCLUDING ANY INSTALLMENT PAYMENTS (IF APPLICABLE), ARE NON-REFUNDABLE. IN THE EVENT THAT BUYER AND SELLER AGREE VIA THE MARKETPLACE ON AN INSTALLMENT PAYMENT PLAN, THE BUYER WILL ONLY OBTAIN OWNERSHIP OF THE DOMAIN NAME ONCE ALL INSTALLMENT PAYMENTS HAVE BEEN MADE (SEE SECTION 2). BUYER’S FAILURE TO MAKE ANY PAYMENT REQUIRED HEREIN DOES NOT RELIEVE BUYER OF ITS OBLIGATION TO MAKE ALL PAYMENT REQUIRED HEREIN.

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 (A) 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 and (B) it will make all payment required of it by this PSA or any other terms and conditions it agrees to on the Marketplace.

6. Governing Law, Disputes and Remedies

Any dispute or claim relating in any way to this PSA or either party's performance hereunder will be resolved by binding arbitration, rather than in court. Seller and Buyer agree that the Federal Arbitration Act, applicable federal law, and the laws of the state of Nevada (without regard to principles of conflict of laws), will govern this PSA and any dispute of any sort that might arise between Seller and Buyer.

There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of these Terms as a court would.

The arbitration will be conducted by the American Arbitration Association (AAA) under its rules. The specific rules that apply may vary depending on Buyer and/or Seller’s status as a consumer or as a business. If one of Buyer and Seller is a consumer, AAA's Supplementary Procedures for Consumer-Related Disputes will apply. The AAA's rules are available at www.adr.org or by calling 1-800-778-7879. The AAA's rules will govern payment of all filing, administration and arbitrator fees. Seller and Buyer may agree to have the arbitration conducted by telephone, based on written submissions, or in person in Clark County, Nevada or at another mutually agreed location.

The parties acknowledge and agree that if DesignContest LLC d/b/a PerfectDomain ("PD”) is made a party to any dispute between Buyer and Seller, such action must be brought in accordance with the PerfectDomain.com Marketplace Terms and Conditions and Website Terms of Use agreed to by the parties.

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. Third-Party Beneficiary

Seller and Buyer expressly agree that PD is not a party to this PSA but is an intended third-party beneficiary of this PSA. Seller and Buyer acknowledge that PD’s status as a third-party beneficiary of this agreement creates no obligation on the part of PD to enforce this Agreement, arbitrate disputes under this Agreement or otherwise become involved in any disputed between Seller and Buyer.

Seller and Buyer each acknowledge PD’s rights under the Section of the PerfectDomain.com Marketplace Terms and Conditions titled “Buyer’s Failure to Take Possession of a Domain Name” under which PD is granted certain rights with regard to the transaction contemplated hereby if Buyer pays for a domain name through PD’s PDTransfer service and then fails to take the actions necessary to assume control over that domain name for sixty (60) days after payment was made.

8. 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.