Last modified: [Oct 02, 2023]
Introduction
PLEASE CAREFULLY READ THESE MARKETPLACE TERMS AND CONDITIONS ("TERMS") FOR THE DOMAIN NAME MARKETPLACE ("MARKETPLACE") OFFERED THROUGH PERFECTDOMAIN.COM ("SITE"). BY ACCESSING OR USING THIS SITE, THE MARKETPLACE OR ANY OTHER SERVICES OFFERED THROUGH THE SITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS DESCRIBED HEREIN AND ALL TERMS AND CONDITIONS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, YOU ARE NOT AUTHORIZED TO ACCESS OR USE THIS SITE OR THE MARKETPLACE.
For purposes of these Terms, "you" or "your" means the person(s) using this Site or the services offered through this Site. "We" or "us" or "our" includes DesignContest LLC, a Nevada limited liability company, (doing business as PerfectDomain), its service providers, clients and affiliated companies.
SECTION 6 OF THESE TERMS CONTAINS SPECIAL TERMS AND CONDITIONS APPLICABLE ONLY TO RESIDENTS OF THE EUROPEAN ECONOMIC AREA ("EEA"). IF YOU ARE A RESIDENT OF THE EEA YOU SPECIFICALLY AGREE TO THOSE TERMS AND CONDITIONS. WITHOUT LIMITING ANYTHING IN SECTION 6, YOU ACKNOWLEDGE AND AGREE THAT ANY STATUTORY RIGHTS OF WITHDRAWAL YOU MAY HAVE AS AN EEA-BASED CONSUMER TO NOT APPLY TO PURCHASES MADE FROM SELLERS THROUGH THE MARKETPLACE.
SECTION 25 OF THESE TERMS CONTAIN AN AGREEMENT TO ARBITRATE ALL CLAIMS. UNLESS YOU OPT-OUT AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW, YOU AGREE THAT ANY DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
You acknowledge that these Terms are supported by reasonable and valuable consideration, the receipt and adequacy of which is hereby acknowledged. Without limiting the foregoing, you acknowledge that such consideration includes, without limitation, your ability to visit, use and/or submit information to the Site or our services.
You represent that you have the capacity to be bound by these Terms, or if you are acting on behalf of a company or other entity, you have the authority to bind such company or entity.
YOU MUST BE AT LEAST 18 TO AGREE TO THIS AGREEMENT AND USE THIS SITE.
Table of Contents
Terms and Conditions
1. Changes to Marketplace Terms & Conditions
We may revise and update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the Site thereafter. Your continued use of the services offered on the Site following the posting of revised Terms means that you accept and agree to the changes. You are expected to check this page each time you access this Site so you are aware of any changes, as they are binding on you.
2. Marketplace
The Marketplace allows users to buy and sell domain names with other users (along with any other services described herein, the "Services"). Specifically, buyers of domain names ("Buyers") may utilize the Marketplace to search for domains that Buyer may wish to acquire and enter into transactions with seller(s) to acquire those names. Sellers of domain names ("Sellers") may utilize the Marketplace to post domain name they wish to sell and to enter into transactions with Buyers for those domain names. We are merely a venue on or through which users can enter into transactions with one another and does not have any influence or control over how users conduct their business on the Site or utilize the Marketplace and Services. Unless otherwise disclosed, we are not a Buyer or a Seller and do not represent any Buyers or Sellers. Further, we are not brokers and do not provide any brokering services.
3. Domain Name Purchase and Sale Agreements
Sellers and Buyers on the Marketplace enter into their own purchase and sale agreement ("Purchase and Sale Agreement") for any domain name sold through the Marketplace. Our only involvement once the purchase and sale agreement is entered into between the buyer and seller is to collect a fee for services provided, to make payments for services provided and/or to conduct any domain name transfers as described herein. Buyer and seller agree that the terms of the purchase and sale will follow the standard online purchase and sale agreement supplied by us and available for review here: https://perfectdomain.com/legal/psa.
We shall not be held responsible for the failure of either party to a purchase and sale agreement to complete their obligations under such an agreement. We are a neutral facilitator of the Marketplace and shall not be subject to any claims arising from the attempted purchase and sale of domain names through the Marketplace.
4. Payment Plan (Installment) Purchases
The Marketplace allows Buyers to acquire domain names from Sellers through a payment plan that allows Buyers to pay for the domain name with various installment payments disclosed at the time the purchase is initiated ("Payment Plan Purchases"). As used herein "Payment Plan Period" means the period of time between when a Payment Plan Purchase begins (ie. when the first installment payment is made) and when the domain name is transferred to the Buyer after the full purchase price has been paid
We may charge a service fee for payment plan purchases, which will be disclosed to you when you begin the Payment Plan Purchase process. Unless otherwise disclosed to you at that time, we charge a service fee for 10% for any Payment Plan Purchase with a Payment Plan Period of more than 12 months; the full service fee applies even if you pay the full purchase price before the end of the Payment Plan Period.
You acknowledge and agree that (a) the transfer of the domain name(s) to the Buyer in for Payment Plan Purchases is contingent upon payment of the full purchase price for the domain name(s), (b) during the Payment Plan Period, the Buyer is merely leasing the domain name from the Seller, who retains ownership of the domain name until full payment has been made, and (c) the Payment Plan Purchase and the associated lease of the domain name may be terminated if Buyer does not timely make all required installment payments or does not otherwise comply with its obligations herein, in the Purchase and Sale Agreement or in any other terms and conditions agreed to by the Buyer.
During the Payment Plan Period, Buyers are able to make changes to the DNS records or host records for the domain name to allow them to use the domain name. You acknowledge and agree that we are not liable or responsible in any way for any mistakes or errors you make related to such changes in DNS records or host records.
IF A BUYER'S PAYMENT PLAN PURCHASE IS CANCELED FOR ANY REASON PERMITTED HEREIN OR IN THE PURCHASE AND SALE AGREEMENT, THE BUYER LOSES ALL RIGHTS IN AND TO THE DOMAIN NAME AND IS NOT ELIGIBLE TO RECEIVE ANY REFUNDS OF INSTALLMENT PAYMENTS THAT HAVE ALREADY BEEN MADE.
You further acknowledge and agree that you are solely responsible for your use of a domain name as a Buyer during the Payment Plan Period and that you will not hold us responsible for your use of a domain name during the Payment Plan Period. You promise, represent and warrant to us that your use of a domain name during the Payment Plan Period will comply with all applicable laws and will not violate the rights of any third parties.
WITHOUT LIMITING ANY OF YOUR INDEMNIFICATION OBLIGATIONS DESCRIBED ELSEWHERE HEREIN, YOU AGREE TO INDEMNIFY US AGAINST ANY LIABILITY, COSTS OR EXPENSES OF ANY KIND RESULTING FROM YOUR USE OF A DOMAIN NAME DURING THE PAYMENT PLAN PERIOD.
5. Your Use of the Marketplace Is At Your Own Risk
We are not an escrow agent and do not guarantee the accuracy, quality or legality of advertised third-party domain names, the truth or the accuracy of the listings, the right and the ability of the listed Seller to transfer the domain name or the ability of a Buyer to consummate a transaction. We cannot and do not control whether or not third-party Seller(s) or Buyer(s) will complete a transaction.
Additional risks arise out of dealings with foreign nationals, underage persons or people acting under false pretense or making deceitful representations, all of which are borne solely by you. We do not confirm that users who access its website are who they claim to be. We encourage you to exercise reasonable, safe business practices as you would in any other commercial activity.
Buyer is solely responsible for conducting all research and inquiry necessary to ensure that Buyer is aware of all factors affecting Buyer's acquisition, registration and/or use of any domain that Buyer purchases. Research includes, but it not limited to, verifying the annual registration fees required to maintain your registration and use of the domain, understanding the conditions and limitations imposed on your registration and/or use of said domain by the registrar and/or registry, and determining whether Buyer's registration and/or use of the domain will infringe upon the rights of any third parties, whether those rights be intellectual property rights or otherwise. Buyer agrees that we will not be liable for any registration policies or fees of any domain name registrars registries. Buyer further agrees and understands that we make no representation or warranty with respect to the accuracy and/or veracity of any description provided by Seller.
6. Special Terms and Conditions for European Economic Area Consumers
To the fullest extent permitted under applicable law, you acknowledge and agree that by using the Marketplace or other Services, you are conducting business in the State of Nevada in the United States.
Without limiting the foregoing, you acknowledge and agree that once a domain name has been transferred in the Domain Name System through a domain name registrar, such transfer is irreversible by either us or the Seller of the domain name. Accordingly, you acknowledge and agree that any domain name purchased through the Marketplace are not subject to any statutory rights of withdrawal you may have as an EEA-based consumer after the domain name has been transferred. You further acknowledge and agree that any attempt to exercise any rights of withdrawal you may have as an EEA-based consumer must be made through the relevant domain name registrar and not through us.
You further acknowledge and agree that (a) you lose any right of withdrawal in relation to a domain name once the registration of a domain name has been transferred to you and (b) by agreeing to purchase a domain name through the Marketplace and agreeing to these Terms, you expressly consent to the purchase of the domain name before the expiration of your 14-day right of withdrawal.
7. Fees
Any fees charged by us for listing a domain name for sale on the Marketplace or for buying a domain name through the Marketplace will be stated clearly on the Site and will be binding when agreed to by a Buyer and/or Seller.
Absent anything to the contrary posted on the site and agreed to by Buyer or Seller, the fees for the domain name purchases and sales are as follows: (a) a marketplace fee of 12% of the gross sale amount, (b) an additional 5% fee for featured listings and (c) a special fee of 10% for all domains using DNS or URL Forwarding to each domain sales page.
For assistance with domain name acquisitions we charge the Buyer a fee of the greater of 15% and $400.
For domain name appraisals, we charge $250 per appraisal.
Additional fees apply for the PDTransfer service. (See the PDTransfer Terms and Conditions below.)
For Payment Plan Purchases, an additional service fee may be charged to the Buyer. (See Section 4 above.)
You acknowledge that you may agree to additional terms and conditions related to your sale or purchase of a domain name at the time the domain name is listed or purchased. Such additional terms and conditions will be disclosed on the Site during such listing or purchase.
8. Payments
If you wish to purchase any product or service made available through the Marketplace ("Purchase"), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card, your billing address, and your shipping information.
You represent and warrant that: (i) you have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase; and that (ii) the information you supply to us is true, correct and complete.
By submitting such information, you grant us the right to provide the information to third parties for purposes of facilitating the completion of Purchases.
In case of a suspected breach of any of the terms contained herein, we reserve the right to withhold all payments owed to Sellers until such breach is cured. We further reserve the right to make any chargeback or reversal payment from the seller's account in case any refund is payable to the Buyer pertaining to a sale.
9. We Reserve The Right to Refuse or Cancel Orders
We reserve the right to refuse or cancel your order at any time or for any reason in our reasonable discretion, including, but not limited to: (a) product or service availability, (b) errors in the description or price of the product or service, (c) error in your order, and (d) suspected fraud, lack of authority or illegality.
Should the payment for and transfer of a domain name fail for any reason after purchase and agreement is entered into, we may collect any applicable commission fee for the sale from whichever party to the purchase and sale agreement breached their obligations under that agreement.
10. Taxes
You agree that all fees and charges payable to us under these Terms are exclusive of applicable foreign, US, state, local sales or use, value added taxes or other similar transaction taxes and duties ("Taxes"). Further, as a Buyer, you agree that any such Taxes are your, the Buyer's, responsibility and that you will remit such Taxes to the appropriate taxing jurisdiction.
11. Refunds
No refunds are allowed, except as follows. The only way money will be returned is if a Seller does not deliver a domain name within 14 days and the Buyer requests a refund within 5 days thereafter. (See the section above on Payment Plan Purchases for information on refunds for Payment Plan Purchases.)
12. Domain Name Transfers; Escrow
All transactions will be handled by either (a) in house through our domain name transfer service called "PDTransfer" or (b) through Escrow.com acting as the escrow agent.
If using Escrow.com, Buyer and Seller shall enter into a separate agreement with Escrow.com.
Buyers may choose to either (i) have the purchased domain name pushed at the current registrar of the domain name or (ii) request an auth code (EPP) and transfer the domain to a different registrar.
13. PDTransfer Terms and Conditions
Through our PDTransfer service we can facilitate the payment from the Buyer to the Seller for Purchases and facilitate the transfer of the domain name from Seller to buyer. If requested by the parties to a Purchase, we may delay payment to Seller until the domain name has been transferred to Buyer.
If using PDTransfer, payments may be made via PayPal, Wire or Bitpay.
The fees for the PDTransfer service will be shown to and agreed to by the Buyer and Seller when consummating a transaction. The fees for the PDTransfer services are on top of any other fees for a transaction.
Buyers are responsible for the PDTransfer fee.
If a Buyer fails to transfer payment for a domain name to us, there is no PDTransfer fee owed.
Money for purchases (minus any applicable fees) will be reflected in the Seller's account in our billing system and Seller may withdraw such amounts.
We reserve the right to cancel transactions using PDTransfer for any reason in our sole discretion and return any payments and domain names transferred to us. The return of funds or domains shall be your sole remedy and shall be considered liquidated damages.
14. Buyer's Failure to Take Possession of a Domain Name
As used in this section, a "Failure to Take Possession" is when a Buyer agrees to purchase a domain name from a Seller, pays the full amount for that domain name, and then fails to take the actions necessary to assume control over that domain name for sixty (60) days after payment was made. A Failure to Take Possession is a material breach by Buyer of its obligations under these Terms.
In the case of a Failure to Take Possession, we shall have the option to do either of the following, in its sole discretion: (1) terminate the transaction, take ownership of the domain name and transfer the purchase price to Seller (minus any transaction fees owed to us), or (2) terminate the transaction, leave ownership of the domain name with Seller and retain the full amount of the purchase price as liquidated damages against Buyer.
YOU AND WE ACKNOWLEDGE AND AGREE THAT THE AMOUNT RETAINED BY US OR THE RETENTION OF THE DOMAIN NAME BY US AS DESCRIBED IN THE PREVIOUS PARAGRAPH SHALL CONSTITUTE LIQUIDATED DAMAGES AND NOT PENALTIES AND ARE IN ADDITION TO ALL OTHER RIGHTS OF OURS. YOU AND WE FURTHER ACKNOWLEDGE THAT (I) THE AMOUNT OF LOSS OR DAMAGES LIKELY TO BE INCURRED IS INCAPABLE OR IS DIFFICULT TO PRECISELY ESTIMATE, AND (II) THE AMOUNTS SPECIFIED BEAR A REASONABLE RELATIONSHIP TO, AND ARE NOT PLAINLY OR GROSSLY DISPROPORTIONATE TO, THE PROBABLE LOSS LIKELY TO BE INCURRED IN CONNECTION WITH ANY FAILURE BY BUYER TO COMPLETE THE TRANSACTION.
If you are a Seller in a transaction involving a Failure to Take Possession, you hereby consent to our exercising either of its option described above, which will result in you either (a) receiving the full purchase price for the domain name or (b) maintaining ownership of the domain name.
15. Cancellation of Transactions
We reserve the right in our sole discretion to cancel a transaction or an auction at any time before a purchase and sale agreement is entered into, including for violations of these Terms or any other terms agreed to by the user through the Site.
16. Listings
We reserve the right to reject a listing on the Marketplace or to remove and blacklist listings with or without notice. We reserve the right to delete individual bids or offers we believe that such bids or offers were placed erroneously, by mistake, or are not to be a bona fide offer. We reserve the right to delete individual bids or offers if we believe that such bids or offers are fraudulent, fake, "shill" or otherwise not a bona fide offer. We may contact you to verify your identity, the validity of the offer or bid, or request documents to support the validity of your offer or bid.
When a Seller lists one or more domain names all domains shall be verified either by: Nameservers or URL Forwarding.
We are under no obligation to disclose the identity of any Seller or Buyer on the Marketplace to any other user of the marketplace, except as required by applicable law.
Users shall not circumvent or manipulate the Site's fee structure, billing process, or fees owed, or cheat the Site's systems in any manner whatsoever.
We reserve the right to implement additional rules, policies and procedures with regard to minimum withdrawal amounts, minimum / maximum transaction sizes, new user limitations, and any other areas that do not explicitly contradict these Terms of Use. Such additional rules, policies and procedures are binding on you and will be posting on the Site. You agree that you are obligated to carefully read all notices, rules, policies and procedures posted on the Site.
17. Requirements for Sellers' Domain Name Listings
Sellers must ensure that listed domain names will not expire within 60 days at the time of listing, and if any point during a listing the domain name is to expire within 60 days the Seller must add an additional year or more on to the registration.
Sellers must be the verified owner of the registration. A seller of a domain name shall not allow anything to happen to a listed domain name such that a listing or sale on the Marketplace will be negatively impacted.
A Seller shall not enter a bid for its own domain name and shall not instruct or cause other persons to do so.
As a Seller on the Marketplace, you represent and warrant to us and to our users that: (i) you have registered, or have the exclusive right to register, the domain name with an appropriate registrar or other registration authority; (ii) your registration rights are current and not subject to deletion, cancellation, rescission, or deactivation; (iii) you have not taken any action that would impair your ability or right to transfer the domain name and no such action has been taken against you; (iv) 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; (v) the domain name is not the subject of any legal disputes or proceedings challenging your right to register or use the domain name; (vi) you will provide truthful and accurate information in the listing; and (vii) if your offer to sell and transfer the domain name is accepted, you will complete the transaction with a ready, willing, and able buyer.
18. Requirements for Buyers
As a Buyer on the Marketplace, you represent and warrant that (i) you will make any payments that you agree as soon as reasonable possible and in no case later than any timeline otherwise stated or agreed to, (ii) you have the full right, authority and ability to complete a domain name purchase you agree to.
19. UDRP and Legal Proceedings Related to Domain Names
Without limiting any of the other indemnification obligations contained here, to the greatest extent permitted under applicable law, you agree to indemnify and hold us harmless from any costs, expenses or liabilities of any kind (including, without limitation, reasonable attorneys' fees) related to any legal action or arbitration proceeding (including under the Uniform Domain-Name Dispute-Resolution Policy) related to any domain names you buy, sell or list for sale on the Marketplace.
20. We are United States Owned and Operated
The Marketplace is controlled and operated from the United States and is not intended to subject us to non-U.S. jurisdiction or laws, except as otherwise expressly stated in these Terms. The Site may not be appropriate or available for use in some jurisdictions outside of the United States. In choosing to access the Site, you do so on your own initiative and at your own risk, and you are responsible for complying with all local laws, rules and regulations, including any export controls, embargoes or other rules and regulations restricting exports. We may limit the Site's availability, in whole or in part, to any person, geographic area or jurisdiction we choose, at any time and in our sole discretion.
21. Disclaimer of Warranties
YOU EXPRESSLY AGREE THAT YOUR USE OF THE MARKETPLACE, ANY SERVICES ON THE SITE AND ANY DOMAIN NAMES ACQUIRED THROUGH THE MARKETPLACE IS AT YOUR OWN RISK. WE PROVIDE THE SITE AND THE SITE SERVICES ON AN "AS IS" BASIS.
WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
WE MAKE NO WARRANTY THAT THE SITE OR OUR SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THEY WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE.
WE MAKE NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, OUR SERVICES OR ANY PRODUCTS OR SERVICES YOU FIND THROUGH OUR SERVICES.
WE MAKE NO WARRANTY AS TO CONFIDENTIALITY OR PRIVACY OF ANY OF USER'S INFORMATION, EXCEPT AS SET FORTH IN OUR PRIVACY POLICY OR REQUIRED BY APPLICABLE LAW.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US ON THE SITE OR ITS SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
WITHOUT LIMITING THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT WE ARE NOT A BROKER ESCROW PROVIDER OR OTHER SIMILAR SERVICE PROVIDER. YOU ACKNOWLEDGE AND AGREE THAT WE ARE SOLELY AN INTERMEDIARY BETWEEN BUYERS AND SELLERS AND, THEREFORE, WE EXPRESSLY DISCLAIM ANY AND ALL LIABILITY FOR ANY CONTENT, PRODUCTS OR SERVICES PROVIDED BY BUYER OR SELLERS.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
22. Limitation of Liability
NEITHER WE NOR OUR AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, OR SHAREHOLDERS (together, "SITE PARTIES") SHALL BE RESPONSIBLE TO, OR LIABLE TO, YOU, OR ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ANY DAMAGES, INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES THAT INCLUDE, BUT ARE NOT LIMITED TO, DAMAGES FOR ANY LOSS OF PROFIT, REVENUE OR BUSINESS, AS A DIRECT OR INDIRECT RESULT OF: (A) YOUR BREACH OR VIOLATION OF THE TERMS; (B) YOUR ACCESS AND USE OF OUR SITE OR SERVICES; (C) YOUR DELAY IN ACCESSING OR INABILITY TO ACCESS OR USE OUR SITE OR SERVICES FOR ANY REASON; (D) YOUR DOWNLOADING OF ANY OF THE CONTENT ON THE SITE FOR YOUR USE; (E) YOUR RELIANCE UPON OR USE OF THE INFORMATION PROVIDED ON THE SITE OR (F) ANY INFORMATION, SOFTWARE, PRODUCTS OR SERVICES OBTAINED THROUGH OUR SITE OR SERVICES, OR OTHERWISE ARISING OUT OF THE USE OF OUR SITE OR SERVICES, WHETHER RESULTING IN WHOLE OR IN PART, FROM BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, THE SITE PARTIES' LIABILITY ARISING OUT OF THESE TERMS OR YOUR USE OF THE SITE OR ITS SERVICES SHALL NOT EXCEED $200.
YOU AND WE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO OUR SITE OR SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
Certain jurisdictions laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers, exclusions or limitations may not apply to you.
In the event that any limitation on the period of time for bringing an action, claim, dispute or proceeding against us, located in this section of the Terms is determined or held to be inapplicable or unenforceable by any court, arbitration panel or other tribunal, then the statute of limitations for the State of Nevada shall apply to any such action, claim, dispute or proceeding referred to final or binding arbitration.
23. Indemnification
To the greatest extent permitted under applicable law, you agree to defend, indemnify, and hold harmless us, our affiliates, clients, licensors, and service providers, and each and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms, your use of the Marketplace or the Services or any domain name purchased or sold through the Marketplace.
24. Our Remedies
You acknowledge that we may be irreparably damaged if these Terms are not specifically enforced, and damages at law would be an inadequate remedy. Therefore, in the event of a breach or threatened breach of any provision of these Terms by you, we shall be entitled, in addition to all rights and remedies, to an injunction restraining such breach or threatened breach, without being required to show any actual damage or to post an injunction bond, and/or to a decree for specific performance of the provisions of these Terms.
For purposes of this Section, you agree that any action or proceeding regarding such injunction restraining such breach or threatened breach shall be brought in the courts of record of Clark County, Nevada or the United States District Court having jurisdiction therein. You consent to the jurisdiction of such court and waive any objection to the laying of venue of any such action or proceeding in such court. You agree that service of any court paper may be effected on such party by mail or in such other manner as may be provided under applicable laws, rules of procedure or local rules.
25. Arbitration and Class Action Waiver
25.1 As used in this section, "Agreement to Arbitrate" means the terms and conditions of this section of the Terms.
25.2 You and we each agree to resolve exclusively through final and binding arbitration any and all disputes or claims that have arisen or may arise between you and us (including any affiliates, officers, directors, employees, and agents), whether or not such dispute or claim involves a third party, relating in any way to any aspect of our relationship or any contact between us, direct or indirect, or arising out of this or previous versions of these Terms, your use of or access to our Site or services, or any products or services sold, offered, or purchased through our Site or services ("Dispute").
25.3 You and we agree as follows:
(a) To submit the Dispute to a single arbitrator under the then-current Commercial Arbitration Rules of the American Arbitration Association (AAA), including when applicable the Optional Rules for Emergency Measures of Protection and the Consumer Arbitration Rules, or, by separate mutual agreement, at another arbitration institution. The AAA's rules, information regarding initiating a claim, and a description of the arbitration process are available at www.adr.org. The location of the arbitration and the allocation of fees and costs for such arbitration shall be determined in accordance with the AAA rules. As an alternative, you or we may bring a claim in your local "small claims" court, if permitted by that small claims court's rules.
(b) The Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate, and the arbitrability of the Dispute. The arbitrator will decide whether the Dispute can be arbitrated.
(c) You and we agree that each of us may bring a Dispute against the other only on our own behalf, and not on behalf of a government official or other person or entity, or a class of persons or entities. You and we agree, if we are a party to the proceeding, not to participate in a class action, a class-wide arbitration, a claim brought in a private attorney general or representative capacity, or a consolidated claim involving another person's use of the site or our services. You and we agree not to combine a claim that is subject to arbitration under these Terms with a claim that is not eligible for arbitration under these Terms. You and we agree to waive the right to a trial by jury for all disputes.
(d) If the prohibition against class actions and other claims brought on behalf of third parties contained in Section 25.3 is found to be unenforceable, then all of Section 25.3 will be null and void as to that Dispute.
(e) This Agreement to Arbitrate will survive the termination of your relationship with us.
25.4 To the extent permitted under applicable law, all aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
25.5. Unless you and we agree otherwise, if the Agreement to Arbitrate is found by a court to be unenforceable, if your claim is not covered by the Agreement to Arbitrate, or if you neither are a resident of nor have a principal place of business in the US, you agree that any Dispute that has arisen, or may arise, between you and us must be resolved exclusively by a state or federal court located in Clark County, Nevada. You and we agree to submit to personal jurisdiction in such court.
25.6. Notwithstanding any provision in these Terms to the contrary, you and we agree that if we make a change to this Agreement to Arbitrate (other than a change to the notice address or the site link provided herein) in the future, that change shall not apply to a claim that was filed in a legal proceeding between you and us prior to the effective date of the change. The change shall apply to all other disputes or claims governed by the Agreement to Arbitrate that have arisen, or may arise, between you and us. We will notify you of a change to this Agreement to Arbitrate by posting the amended terms on the Site at least 30 days before the effective date of the change and/or by email.
25.7 You may opt out of this Agreement to Arbitrate. If you do so, neither you nor we can require the other to participate in an arbitration proceeding. To opt out, you must notify us in writing within 30 days of the date that you first became subject to this arbitration provision. Notice must be provided by email to [email protected] with the subject line "Arbitration Opt-Out."
26. Waiver and Severability
No waiver of by us of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of us .com to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
27. Notice
To the extent permitted under applicable law, any notice from you to us under this Agreement must be submitted by email to [email protected]. You acknowledge and agree that we implement this requirement to maximize the chances your notice will be received and acted upon.
Notwithstanding the foregoing, if any section of these Terms, our Privacy Policy, the Site or any communication from us to you specifically instruct you to provide us notice differently, you may provide notice by such means in that specific context.
28. Entire Agreement
These Terms, along with the Website Terms of Use (https://perfectdomain.com/legal/terms-of-use), our Privacy Policy: (https://perfectdomain.com/legal/privacy-policy) and any other terms and conditions you agree to while using the Site (all of which are hereby expressly incorporated herein) constitute the sole and entire agreement between you and us regarding the Marketplace, Services and Site and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the foregoing. Further, we are an intended third-party beneficiary under any Purchase and Sale Agreement entered into between a Buyer and a Seller.
29. Miscellaneous
If any portion of these Terms (including any other terms incorporated herein) is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, these Terms as a whole shall not be deemed unlawful, void or unenforceable, but only that narrow portion of these Terms that is unlawful, void or unenforceable shall be stricken from these Terms.
The headings contained in these Terms are for convenience of reference only, are not to be considered a part of these Terms and shall not limit or otherwise affect in any way the meaning or interpretation of these Terms.
All covenants, agreements, representations and warranties made in these Terms, as may be amended by us, from time to time, shall survive your acceptance of these Terms and the termination of these Terms.
WE URGE YOU TO PRINT AND MAINTAIN A COPY OF THESE TERMS FOR YOUR RECORDS.
30. Our Contact Information
You can contact us through the Contact Us page of the Site (https://perfectdomain.com/contact-us).