Aftermarket Agreement, Hexonet GMBH

Aftermarket Agreement

Last Updated: July 19, 2017 - © HEXONET. All Rights Reserved.

Introduction

HEXONET supports the listing and purchase of already registered domain names (Aftermarket Domain Names) at its in-house registrar or third party service providers. Third party service providers of Aftermarket Domain Names shall be referred to as "Aftermarket Service Providers".

By listing or purchasing Aftermarket Domain Names at HEXONET (Aftermarket Services), the User acknowledges and agrees to have read, understood and agreed to this Agreement, the applicable policies of each Aftermarket Service Provider as well as the respective Aftermarket Service Provider's appendix of this Agreement, applicable registry policies and HEXONET policies, in particular the Terms of Service and all other policies referenced herein.

HEXONET's Aftermarket Services are categorized into the following services:

  1. Aftermarket Purchase Service: Purchase of Aftermarket Domain Names from Aftermarket Service Providers
  2. Aftermarket Listing Service: Listing for sale of Domains Names at Aftermarket Service Providers
  3. Aftermarket Automated Transfer Service: Authorization for Automatic Transfer of Domain Names

The User acknowledges and agrees that HEXONET is not a bank, and the payment procedure is a payment processing service rather than a banking service. HEXONET also does not act as a trustee, fiduciary, or escrow agent with respect to User's funds.

HEXONET may, from time to time, in its sole and absolute discretion, amend the Terms and Conditions contained in this Agreement and any other Service Agreements which are incorporated herein by reference. In this event it will inform the User through HEXONET’s services and/or by other means, such as by posting the complete new agreement with the last date of change on HEXONET’s Website. If HEXONET sends out email notices, HEXONET assumes no liability or responsibility for User's failure to receive an email notification, especially if such failure is a result of inaccurate contact information provided by the User. It is the User’s responsibility to always ensure that the information provided in the User’s HEXONET Account (“Account”) is accurate, current and complete, also in order to receive notifications on any such information. Such amendments shall be effective 30 days upon notice. The continued use of HEXONET's Website, the API, the Modules and/or the Services thirty (30) days following any changes to this Policy will be deemed to constitute the User's consent to such changes. The operative and effective version of this Agreement will be the latest version available on the Website.

Aftermarket Services

The provisions of this Agreement apply mutatis mutandis to the respective Aftermarket Services.

1. Aftermarket Purchase Service

1.1. Purchase Service

1.1.1. In the purchase of Aftermarket Domain Names, the User agrees and understands that any Aftermarket Domain Name is:

  1. any domain name labelled as "Aftermarket" on the website, web-based domain searches, or on the web Control Panel; or
  2. any domain name purchased using the AddDomainApplication API where the parameter "class" matches the clause AFTERMARKET CLASS NAME for any Aftermarket Service Providers in the APPENDIXES

1.1.2. HEXONET neither has any obligations towards the User nor does HEXONET make any warranty nor guarantee related to the purchase of an Aftermarket Domain Name

1.1.3. HEXONET makes no warranty nor guarantee including but not limited to following cases:

  1. for uninterrupted, undisrupted, secure or error free purchase operation at the Aftermarket Service Providers
  2. third party's right to sell Aftermarket Domain Names
  3. the accuracy or legality of Aftermarket Domain Names
  4. the availability of the respective Aftermarket Domain Name

1.1.4. All available Aftermarket Domain Names are first come, first served and allocated to the User's account upon successful payment of fees, completion of the sale at the Aftermarket Service Provider, and finally a transfer of the domain name to HEXONET in accordance with the respective Aftermarket Service Provider transfer schedules.

1.1.5. Once a User submits a purchase order for an Aftermarket Domain Name, the User acknowledges and agrees that they have entered into a valid, binding and enforceable contract to pay the purchase price for the Aftermarket Domain Name.

1.1.6. Subsequent to a purchase of a Aftermarket Domain Name, the User acknowledges that there will be a change of registrant and then a transfer – which may take time – before a domain name will be available to the User.

1.1.7. When purchasing an Aftermarket Domain Name the User explicitly authorizes HEXONET to initiate the transfer, change the registrant information, or act as a designated agent to finalize the purchase.

1.2. HEXONET's Rights and Responsibilities

1.2.1. HEXONET will charge the respective purchase price of an Aftermarket Domain Name from the User's HEXONET account balance upon the explicit execution of a domain name purchase by the User.

1.2.2. HEXONET reserves the right to cancel the purchase of any Aftermarket Domain Name for any reason, such as in case of an error in pricing or a technical error in completion. In the event of such cancellation, HEXONET will refund the respective fees payed by the User.

1.2.3. The purchase of an Aftermarket Domain Name may be annulled even after the domain name has been transferred and the registrant information changed to the User such as in case of payment failure or non-payment or future chargebacks. HEXONET will not be liable for any damages caused by annulling a purchase.

1.3. User's Rights and Responsibilities

1.3.1. The User is entering into a valid, binding and enforceable contract to pay the designated purchase price for the Aftermarket Domain Name once submitted for purchase.

1.3.2. The User is required to ensure and accurately update domain name data and/or information, if applicable, for any successful Aftermarket Domain Name completed purchase.

1.3.3. The User is responsible for any fees including but not limited to transfer, renewal, or taxes, which may apply in addition to the purchase fees for an Aftermarket Domain Name.

1.3.4. The User is required to cooperate with HEXONET in case of any dispute or inquiry regarding the Aftermarket Services and provide the requested information.

1.3.5. With the purchase of a Aftermarket Domain Name the User warrants to be bound by User's obligations set forth in HEXONET's Terms of Service and Registrant Agreement, as well as, the respective registry policies for the domain name.

2. Aftermarket Listing Service

2.1. Listing Service

2.1.1. The Listing of a domain name is when registered domain name(s) are posted for sale at an Aftermarket Service Provider, through HEXONET (using HEXONET's account with an Aftermarket Service Provider or by connecting the User's own private account with an Aftermarket Service Provider) where the registrant of record for the respective domain name is the User ("Owned by the User"). The Listing Service at HEXONET only provides a transaction facilitation to list registered domain names Owned by the User.

2.1.2. The User may only list domain names Owned by the User and are able to transfer them in accordance with the obligations under this Agreement. By using the Listing Services for such purposes, the User represents and warrants that the:

  1. User has all rights, titles and interests in the domain name necessary to complete the transaction;
  2. User has the ability to transfer the domain name free and clear of any obligations, liabilities, licence or encumbrances;
  3. Listed domain names do not infringe upon the intellectual property rights of anyone else; and
  4. User has the right to transfer the domain name in accordance with User's obligations under this Agreement.
  5. Listed domain names are not currently or will not in the foreseeable future be associated with a Uniform Dispute Resolution Policy dispute or other such litigation. In the event User is unable to comply or fail to comply, HEXONET expressly reserves the right to refuse listing of any or all of the User's domain names immediately upon HEXONET becoming aware of User's failure to comply.

2.1.3. HEXONET neither has any obligations towards the User nor does HEXONET make any warranty nor guarantee related to the Listing Service. HEXONET makes especially no warranty nor guarantee for following cases, including but not limited to:

  1. for uninterrupted, undisrupted, secure or error free operation at the Aftermarket Service Providers
  2. third party's and/or buyers right to purchase Listed domain names through the Listing Service
  3. third party's and/or buyers ability to pay in full all fees associated with purchasing Listed domain name at the time of sale or in the future (chargebacks)

2.1.4. The User acknowledges and agrees that by Listing a domain name through the Listing Services any proceeds and assurances of a completed sale will be handled according to the respective Aftermarket Service Provider's APPENDIX.

2.2. HEXONET's Rights and Responsibilities

2.2.1. HEXONET may review any or all the listing of a User for compliance with this Agreement and HEXONET's applicable policies, in particular the Terms of Service, which are incorporated herein.

2.2.2. HEXONET may establish limits and guidelines concerning the use of the Listing Service.

2.2.3. HEXONET has the right to make public and share with third parties certain information in connection with the listing and sale of domain names through the Listing Service, including but not limited to (a) the namestring of the domain name, (b) post and sold prices, and (c) information relating to the timing of the listing or sale.

2.2.4. HEXONET reserves the right to cancel any domain name listing for any reason at anytime; moreover, HEXONET also reserves the right to suspend or block the User from using the Listing Service at its own discretion.

2.2.5. The listing and sale of domain names through the Listing Service may be annulled even after a domain name has been transferred and the registrant information changed in the case of payment failure, non-payment, future chargebacks or system errors. HEXONET will not be liable for any damages caused by annulling the listing and sale of a domain name.

2.2.6. HEXONET reserves the right to indefinitely hold or stop the payment of proceeds from a domain name sale through the Listing Service for transactions it deems suspicious or for account(s) conducting high transaction volumes to ensure integrity of the funds. If HEXONET closes a User's account(s), HEXONET will provide notice and pay all unrestricted funds of the User's account balance to the User.

2.3. User's Rights and Responsibilities

2.3.1. The User is entering into a valid, binding and enforceable contract to sell domain names Owned by the User once they are listed through the Listing Service.

2.3.2. The User can withdraw or revoke a listing of a domain names at anytime prior to the initiation of any sales transaction for the respective domain name.

2.3.3. The User must be legally authorized to list a domain name and provide accurate information on the Listing Service, otherwise the User will be liable for damages incurred by HEXONET and/or by the Aftermarket Service Provider.

2.3.4. The User is required to review the registry rules, policies, and agreements for the respective domain name they wish to list prior to listing them through the Listing Service. It is the User's responsibility to ensure that compliance with these policies including eligibility requirements (also those listed in the Domain Name Registration Agreement) allow for transfer a domain name upon a successful sale.

2.3.5. The User is obliged to pay any the fees for the service according to the fee schedule published in the accompanying appendixes, including any HEXONET's transaction fees that may exist.

2.3.6. In addition to any transaction fees, the User agrees to pay (HEXONET or the third-party party service, as the case may be) any intermediary or other banking fees charged levied as well as any taxes that may apply in addition to any standard fees from HEXONET or Aftermarket Service Providers in the listing for the listing and sale of domain names.

3. Aftermarket Automated Transfer Service

3.1. Users who sell domain names through Aftermarket Service Providers which are managed at HEXONET, whether initially listed through the Listing Service or not, can authorize HEXONET to automatically initiate and handle the transfer out, as well as, manage the change of registrant approvals and confirmations of the respective domain name to the new registrant which is altogether called the Automated Transfer Service.

3.2. The User acknowledges, agrees and authorizes HEXONET for the Automated Transfer Service in accordance for each of the respective Aftermarket Service Provider's APPENDIX.

3.3. The User understands, acknowledges and agrees that by using the Automated Transfer Service:

  1. 3.3.1. The User's explicit authorization for a domain name is valid only until the User expressly withdraws it, cancellation of such authorization can only made prior to sales proceedings at the respective Aftermarket Service Provider;

  2. 3.3.2. That Aftermarket Service Providers may levy variable or additional fees to the User; and

  3. 3.3.3. That HEXONET may charge the User for additional fees that it incurs, which will be detailed in the Appendixes for Aftermarket Service Providers.

3.4. HEXONET makes no warranty nor guarantee of the Automated Transfer Service including but not limited to following cases:

  1. for uninterrupted, undisrupted, secure or error free purchase operation at the Aftermarket Service Providers
  2. the cooperation of third party's buying or selling through the Aftermarket Service Providers
  3. the cooperation of third party registrars

Term

The Services can be terminated at any time in case of breach of the applicable terms, especially in case of an infringement of User's obligations set forth in HEXONET's Terms of Service. Upon Termination HEXONET has the right to:

  1. De-list any domain name up for sale in User's account;
  2. Place a hold on any pending sales transactions associated with User's account(s);
  3. Limit the User's access to User's account(s) or to any account functionality; or
  4. Indefinitely suspend or close the User's account(s) and refuse to provide the Services.

Disclaimer / Liability

HEXONET is not responsible and disclaims all liability in particular in the event that a domain name purchase, listing or automated transfer transaction fails due to breach of this Agreement or the terms and conditions of any of the Aftermarket Service Providers by the User.

Indemnification

User agrees to release, indemnify, defend and hold HEXONET and any of its contractors, agents, employees, officers, directors, shareholders, affiliates and assigns harmless from all liabilities, claims, damages, costs and expenses, including reasonable attorneys' fees and expenses, relating to or arising out of: a) User's use of the Services; b) any third party claim by any person or entity concerning domain names Owned by the User, including but not limited to trademark and copyright infringement claims and right of publicity claims; c) any violation of any of HEXONET's rules or policies relating to the Services provided; and d) any information or data the User supplied to HEXONET. If threatened with suit or sued by a third party, HEXONET may seek written assurances from the User concerning the User's promise to indemnify HEXONET; User's failure to provide those assurances may be considered by HEXONET to be a material breach of these terms and conditions. HEXONET shall have the right to participate in any defense by the User of a third party claim related to the User's use of any of the Services, with counsel of HEXONET's choice and expense. HEXONET shall reasonably cooperate in the defense at User's request and expense. User shall have sole responsibility to defend HEXONET against any claim, but User must receive prior written consent regarding any related settlement. The terms of this paragraph will survive any termination or cancellation of these terms and conditions.

APPENDIX A - Afternic

1. Overview

The additional terms and conditions of the Domain Aftermarket Agreement, the User acknowledges and agrees to the following additional specific terms for the Listing Service and the Automated Transfer Service when Afternic is the Aftermarket Service Provider.

2. API - Aftermarket Class Name

AFTERMARKET CLASS NAME is "AFTERMARKET_PURCHASE_AFTERNIC"

3. Afternic Policies

Afternic Policies are found at http://www.afternic.com/agreement.php

4. Sale of Domain Name Proceeds

4.1 Afternic Fees for Sales through HEXONET's Afternic Account. HEXONET will remit payment of the sale price, less the applicable Afternic commissions, fees and taxes in accordance to the Afternic Policies, to the User in approximately 30 days after HEXONET receives the funds from Afternic, except in the event of a dispute or where the payment is suspected to be fraudulent.

4.2 HEXONET's Fees. User acknowledges and agrees that any domain name listed through the Listing Services and sold through Afternic, HEXONET shall levy a fee equal to 3% of gross sale price (before Afternic deductions) of the domain name.

5. Distribution of Final Sale Proceeds

The sale proceeds, less Afternic and HEXONET fees, will be credited to the User's HEXONET account balance within 30 days after the completion of a sale. HEXONET reserves the right to indefinitely hold or stop the payment of proceeds from a domain name sale through the Listing Service for transactions it deems suspicious or for account(s) conducting high transaction volumes to ensure integrity of the funds. If HEXONET closes a User's account(s), HEXONET will provide notice and pay all unrestricted funds from the User's account balance to the User.

6. Automated Transfer Service through Afternic

User acknowledges and agrees that they have given explicit authorization to HEXONET to confirm outgoing transfers for any Listed and sold domain name using the Automated Transfer Service.

APPENDIX B - SEDO

1. Overview

The additional terms and conditions of the Domain Aftermarket Listing Agreement, you as Seller of a domain name, acknowledge and agree to the following specific terms when listing and selling through SEDO as the Aftermarket Listing Service Provider. Sales of domain name through SEDO are processed through a User's own private account and respective online account key.

2. API - Aftermarket Class Name

AFTERMARKET CLASS NAME is "AFTERMARKET_PURCHASE_SEDO"

3. SEDO Policies

3.1. SEDO Policies found at https://sedo.com/us/about-us/policies/purchase-and-sale-agreement/

4. Sale of Domain Name Proceeds

4.1. SEDO Fees through User's SEDO Account. User understands and agrees to all applicable SEDO commissions, fees and taxes in accordance to the SEDO Policies.

4.2. HEXONET's Fees. The User acknowledges and agrees that any domain name listed through the Listing Services and sold through SEDO, HEXONET does not levy any additional fees.

4.3. HEXONET's Role. User acknowledges and agrees that HEXONET is not acting as a trustee, fiduciary, or escrow agent with respect to sale proceeds.

5. Distribution of Final Sale Proceeds

User acknowledges and agrees that payment of the final sales proceeds is directly with SEDO exclusively.

6. Automated Transfer Service through SEDO

The User acknowledges and agrees that they have given explicit authorization to HEXONET to act as the User's designated agent to complete the change of registrant for any Listed and sold domain name using the Automated Transfer Service.