Terms of Service

This NameBrokers User Agreement (the "Agreement") is a contract between You (the "User") and Us. You acknowledge and agree that these terms and conditions apply to your access to, and use of, this Site and this Service available through this Site. In accessing or using this Site or using the Service, You acknowledge that You have read and understood, and agree to be bound by, these terms and conditions. If You do not accept these terms and conditions, then You must refrain from accessing and using this Site and using the Service.

We reserve the right to amend these terms and conditions at any time. Any amendments shall be effective immediately upon notification on the Site. Your continued use of the Site and the Service following such notification will represent an agreement by You to be bound by the terms and conditions as amended. You must use the Site and the Service for lawful purposes only and ensure that Your access to, or use of, the Site and the Service is not illegal or prohibited by law. It is Your responsibility to obtain legal, financial, accounting and other professional advice in relation to compliance with all Applicable Laws in using the Site and the Service.

1. ELIGIBLITY

NameBrokers offers it's services to it's Users. We shall have absolute discretion as to whether or not we accept a particular corporate entity or user for participation in the service. The Site is available only to corporate entities that can form legally binding contracts under applicable law. Each User is responsible for what occurs on their Account and must report any unauthorised use of their Account to us.

Submitted reserves the right to validate User information at any time, including but not limited to validation against third party databases or the verification of one or more official government or legal documents that confirm the User's identity. You authorise NameBrokers, directly or through third parties, to make any inquiries necessary to validate your identity and confirm your ownership of your email address or financial accounts. Failure to provide information about you and your business when requested is a violation of this Agreement. The User is solely responsible for ensuring and maintaining the secrecy and security of the User's Submitted account passwords. User agrees not to disclose this password to anyone and shall be solely responsible for any use of or action taken through the use of such password on Submitted. You must notify Submitted Support immediately if you suspect that your password has been lost or stolen. By using your Submitted User account, you acknowledge and agree the NameBrokers account security procedures are commercially reasonable.

2. USERS

The terms "You", "Your", "User", or "Users" refer to anyone accessing our Services or Site for any reason. NameBrokers provides an online platform to introduce Users who wish to access domain seller inventory ("Sellers") and promote such inventory to potential buyers ("Buyers") (respectively or jointly as the "Parties" and individually as a "Party").

3. LEGAL RELATIONSHIPS

3.1. Termination

NameBrokers reserves the right to terminate the participation of any user without reason but expressly including any User that NameBrokers judges to be in violation of the User Agreement. Without limiting the foregoing, NameBrokers may terminate the participation of a User if we think that they are creating problems, legal liabilities (actual or potential), infringing someone else's intellectual property rights, engaging in fraudulent, immoral or illegal activities, or for other similar reasons.

3.2. Relationship between Users

The parties to an assignment are the Broker, the Seller and NameBrokers. NameBrokers is a party to an assignment for purposes limited to (a) the provision of the online platform and hosting of the Site(s) to enable selection of a qualified and suitable Broker (b) supervising payment following completion of a successful sale as agreed between Broker and Buyer, or c) a provision of a process for Sellers and Brokers to use when there is a disagreement post the completion of a successful sale.

The decision to buy a domain resides with the buyer and NameBrokers accepts no liability for the transaction whatsoever.

3.3. User Responsibilities

The responsibilities of the Broker and Seller are set out in the User Agreement (Section 8).

When a domain is submitted, legally binding Placement Terms are formed with another User, unless the transaction is prohibited by law or by this User Agreement.

You are responsible for ensuring that you comply with your obligations to other Users. If you do not, you may become liable to that User(s). You must ensure that you are aware of any domestic laws (including common law), international laws, statutes, ordinances and regulations relevant to you as a Company or Agency, for any uses you make of the Site.

If another user breaches any obligation to you, you are solely responsible for enforcing any rights that you may have. For the avoidance of doubt, NameBrokers has no responsibility for enforcing any User rights.

3.4. Indemnification

You agree to indemnify, and keep indemnified, Us, Our officers, employees and agents (those indemnified) against all Loss suffered or incurred by those indemnified in connection with: (a) any breach of any obligation or warranty under this Agreement by You; (b) any contravention by You of any Applicable Laws; (c) any wilful misconduct by You; or (d) any negligent act or omission by You.

3.5. Independent Contractors

Each User acknowledges and agrees that the relationship between Users is that of independent contractors. Nothing in this User Agreement creates a partnership, joint venture, agency or employment relationship between: (1) Users; or (2) between Us and any User.

3.6. No Insurance

NameBrokers does not offer any form of insurance or any other Broker or Seller protection to assist you. Our Site merely provides the online Platform for Users to sell and broker domain names and we are not otherwise involved in the transactions and interactions between Seller and Broker.

3.7. User Platform

We do not represent or warrant that the Service generally available through the Site will be uninterrupted or error-free or defect-free or that errors or defects in the Service will be corrected. We do not represent or warrant to You that any electronic files available through the Site or the Service (including, without limitation, Our Materials) will be free of Harmful Code.

We reserve the right to make any changes to the Service as considered by Us necessary or desirable. We will use all reasonable endeavours to give prior notice of such changes on the Site but You acknowledge that prior notice may not be able to be given in respect of all changes (including, without limitation, any urgent necessary changes to remedy errors or defects on the Site or in the Service).

3.8. Security

You acknowledge that despite all reasonable precautions on Our part, there is a risk of unauthorised access to, or alteration of, Your transmissions of data, information contained on Your computer system or on this Site or available through the Service. To the maximum extent permitted by law, We shall not be liable for any Loss which You may suffer or incur as a result of such activity.

3.9. Notices: Consent to Contact

You consent to NameBrokers contacting you by electronic means as part of delivering the services outlined in this User Agreement. Additionally you consent to being contacted by electronic means by NameBrokers for the market of campaigns, offers, new products or services.

3.10. Statutory Warranties

To the maximum extent permitted by law, Our liability under any guarantee, condition or warranty (including, without limitation, any guarantee, condition or warranty of merchantability, acceptable quality, fitness for purpose or fitness for disclosed result), or any other right or remedy, under any legislation or implied into this Agreement by any legislation (Statutory Warranties) is hereby excluded. Where We are liable under any Statutory Warranties, and any legislation avoids or prohibits provisions in a contract excluding or modifying the application of, or exercise of, or liability under, such Statutory Warranties, Our liability for any breach of such Statutory Warranties shall be limited, at Our option, to one or more of the following: (a) if the breach relates to goods: the replacement of the goods or the supply of equivalent goods; the repair of such goods; the cost of replacing the goods or of acquiring equivalent goods; or the cost of having the goods repaired; and (b) if the breach relates to services: the supplying of the services again or the cost of having the services supplied again. You acknowledge and agree that reliance by Us on this limitation of liability is fair and reasonable in all the circumstances.

3.11. Force Majeure

We shall not be liable for any delay or failure to perform Our obligations under this Agreement if such a delay or failure is due to circumstances beyond Our reasonable control.

3.12. Indemnity

You agree to indemnify, and keep indemnified, Us, Our officers, employees and agents (those indemnified) against all Loss suffered or incurred by those indemnified in connection with: (a) any breach of any obligation or warranty under this Agreement by You; (b) any contravention by You of any Applicable Laws; (c) any wilful misconduct by You; or (d) any negligent act or omission by You.

3.13. General Provisions

If We waive, in whole or part, any rights available to us under this Agreement on one occasion, this does not mean that those rights will automatically be waived on any other occasion.

If any provision of this Agreement is held to be invalid, unenforceable or illegal for any reason, it is to be read down to give it as much effect as possible, or if it is not capable of having any effect at all, it is to be severed from this Agreement, in which case, the remainder of this Agreement shall nevertheless continue in full force.

The laws governing this Agreement will be the laws in the State of Victoria, Australia and You irrevocably submit to the non-exclusive jurisdiction of the courts of that State.

TERMS OF USE

The User understands and agrees to the following terms;

Our site acts as an online Platform to allow Users to offer and buy professional services. As a result you acknowledge and agree that NameBrokers has not control over the quality or legality of the professional services provides by Users on our Site.

The site is a dynamic time-sensitive web site. As such, the information on the Site will be changed frequently. NameBrokers provides unmonitored access to third-party content. NameBrokers is only acting as a platform and/or portal, and has no liability based on, or related to, the third-party content on this Site, whether arising under the laws of copyright or other intellectual property, defamation, libel, privacy, obscenity, or any other legal discipline. This web site may contain links to third-party websites.

NameBrokers does not control nor always review the web sites to which we link from the Site. NameBrokers, therefore, cannot endorse the content, products, services, practices, policies, or performance of the web sites we link to from the Site, and Users should not treat any link as such an endorsement or acceptance of veracity or value.

NameBrokers does not have the resources to nor does it undertake any obligation to, control, research, verify, validate or approve the content that is received or viewed on its web site. NameBrokers expects that the User will undertake necessary activities and practices and will use caution and common sense when using NameBrokers for User's Account.

4. FEES, GUARANTEE & PLACEMENT AGREEMENT

4.1. Fees

NameBrokers charges Brokers annual software subscription fee of USD$2,500 or monthly fee of USD$299 for access to the software and other fees including but not limited to brochures, marketing modules, customised websites, email services and training services. In the event that a domain is sold, NameBrokers charges the seller commission fee as agreed at the time of domain submission unless otherwise agreed.

Our designated method of payment in respect of the software subscription is by credit/debit card though the Site. Payment is made by a secure server, which will encrypt each transaction as a security precaution, and all credit/debit card details.

The Broker agrees that once a subscription fee has been charged, there are no refunds unless NameBrokers is unable to provide the software service for more than 30 consecutive days.

4.2. Taxes

You are responsible for paying any taxes, including any goods and services or value added taxes, which may be applicable depending on the jurisdiction of the services provided by NameBrokers. These taxes will be added to fees billed to you, if applicable.

Please note Australian Users may be required to pay an extra 10% goods and services tax on all fees. In this clause 4.2 Taxes, the terms 'supply' and 'GST' have the same meaning as given in the GST Act.

Any consideration to be paid or provided for a supply made by Us under or in connection with this Agreement does not include an amount on account of GST. The consideration payable or to be provided for that supply under this Agreement but for the application of this clause (GST exclusive consideration) is increased by, and You must also pay to Us, an amount equal to the GST payable by Us on that supply; and (b) the amount by which the GST exclusive consideration is increased must be paid to Us by You without set off, deduction or requirement for demand, at the same time as the GST exclusive consideration is payable or to be provided.

4.3. Placement Commissions

If You are a Broker and You use the Site, You acknowledge that all commissions must be processed through the NameBroker Invoicing Platform. The invoice will be raised when commissions are received by NameBrokers for the sale of the domain. We have no obligation to pay the commission for sale of a domain until we collect payment for the commission fee from the seller. Once received, NameBrokers shall pay this balance to You (less our Administration and Invoicing Fee of 10%) within 7 days of receipt of the respective payment by Us.

5. ACCOUNTS

5.1. Registered User

To become a Registered User and access the Site and Services you much register for an "Account." You agree to provide true, accurate and complete information as prompted by the registration form and all forms you access on the Site, and to update this information to maintain its truthfulness, accuracy and completeness.

5.2. Accounts

You may create an Account as a Broker or Brokerage Company. To create an Account, You must complete all information required on the Site for that type of Account. For each Account, You must provide a password and a login name. You are entirely responsible to maintain the confidentiality of Your password and login name. Furthermore, You are responsible for any and all activities by You or any other Site User using Your login name. You may change Your password at any time by following instructions on the Site. You may also change Your login name by contacting Us through the Site.

It is a condition of creation of an Account and use of the Service that: (a)You are capable of forming a legally binding contract; (b) You hold a valid email address; (c) You are a body corporate registered in a Subscriber Country, a partnership under the laws of a Subscriber Country, a government authority or agency of a Subscriber Country, an association (incorporated or unincorporated) under laws of a Subscriber Country or an individual who is at least 18 years old; and (d) You are not acting in capacity as a trustee of any other person. If You are a Brokerage Company, the first user will be granted administrative rights to manage individual Accounts for Recruiters. You may change Your administrator from time to time by notice to Us. Only administrators may replace or add Recruiter Accounts.

5.3. Acknowledgement

You acknowledge that: (1) NameBrokers is not a bank or other licensed financial institutions and does not provide banking services; (2) NameBrokers is not acting as a trustee or fiduciary with respect to such funds or payments, but is acting only as an agent.

6. AVOIDING FEES AND COMMISSIONS

6.1. Prohibition on negotiation of fee outside of Site

You are strictly prohibited from attempting to negotiate the fee for a sale with another user directly (outside of NameBrokers) or with the seller of a domain listed on our platform. Both parties are responsible for notifying NameBrokers if they are approached by another user or seller to discuss alternative payment or representation arrangements.

7. USER CONTENT

7.1. Content

The User is solely responsible for content or any other information the User provides to NameBrokers. User understands and agrees to the following: NameBrokers is only acting as a platform for the online distribution and publication of User content. However, no warranties as to the actual distribution or publication of User content are made or implied. NameBrokers has the right (but no obligation) to take any action deemed appropriate with respect to User content if it is believed that such content may create liability for NameBrokers, harm its business operation or reputation, or cause NameBrokers to lose the services of its suppliers.

Any and all content submitted to the Site is subject to the approval of the Site administrators. The Site reserves the right to reject, approve, or modify User-submitted content upon the discretion of the Site administrators. Evaluation of User-submitted content is based on certain quality guidelines.

These guidelines, that encompass all objectively quantifiable and aesthetic aspects of User-submitted content, are set solely by the Site and applied exclusively within the Site.

7.2. Copyright

User represents and warrants that User's content: (a) will not infringe upon or misappropriate any copyright, patent, trademark, trade secret, or other intellectual property right or proprietary right or right of publicity or privacy; (b) will not violate any law or regulation; (c) will not be defamatory or trade libellous; (d) will not be obscene or contain child pornography; (e) will not include incomplete, false or inaccurate information about User or any other individual; and (f) will not contain any viruses or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.

No copyrighted material can be posted on the Site. This includes scripts which are sold by the author. Only posting sections, or excerpts of these scripts, as examples, will be permitted. A "section" or "excerpt" being no more than 10% of the script's contents. This is meant to protect the author's intellectual property rights.

7.3. Trade marks

Trademarks used on the Site are a trade mark or registered trade mark of Us or its respective owner. Submitted, NameBrokers, are trademarks of Us. Except to the extent agreed to the contrary in writing, You irrevocably grant to Us permission to use Your name and trade marks to promote Our relationship with You publicly (including on the Site). If You use any trademarks owned by Us in reference to Us, the Site or the Service, You must include a statement attributing that trade mark to Us. You must not use any of Our trademarks: (a) in or as the whole or part of Your own trademarks; (b) in connection with any business, products or services which are not Ours; (c) in a manner which is or may be confusing, misleading or deceptive to any person; or (d) in a manner which disparages Us, the Service or the Site.

8. USER AGREEMENTS

8.1. Compliance with Privacy Act

You must comply with, and You are responsible for ensuring compliance with, all obligations under the Privacy Act in relation to the collection, use, disclosure and storage of Personal Information on any Broker, Seller or buyer which You provide, or have access to, using the Service. Without limiting the generality of the foregoing, You must: (a) not do any act, or engage in any practice in respect of Seller Data that would contravene the Privacy Act; (b) comply with any directions, guidelines, determinations, rulings or recommendations of the Privacy Commissioner in respect of dealings with Seller or Buyer Data; (c) comply with any reasonable directions from Us in respect of dealing with Seller or Buyer Data; (d) immediately notify Us if You become aware of a breach or possible breach of the Privacy Act in respect of any Candidate Data; (e) ensure that any of Your personnel who are required to deal with Buyer or Seller Data are aware of the obligations set out in this clause 2.2.

8.2. Indemnity

You agree to indemnify, and keep indemnified, Us, Our officers, employees and agents (those indemnified) against all Loss suffered or incurred by those indemnified in connection with any action, claim or demand by any third party (including, without limitation, any Candidate) that that the collection, use, disclosure or storage of any Buyer or Seller Data that You provide, or any collection, use, disclosure or storage by You of any Buyer or Seller Data, using the Service contravenes the Privacy Act or any other Applicable Laws.

8.3. No Misrepresentations

It is a condition of Your use of the Service that You must not either through any act (including, without limitation, Submitting information in Your Account Profile, Company Profile, or Domain Submission) or any omission, engage in conduct which misleads or deceives or is likely to mislead or deceive others. Without limiting the generality of the foregoing: (a) You must not create an Account with a false name, false or misleading contact details or any other false or misleading information; or (b) if You are a company or an individual engaged in the provision of recruitment services (including, but not limited to, a Brokerage Company or a Broker).

8.4. The Seller

The Seller or User or anyone acting on their behalf agrees that:
  1. The Seller is strictly forbidden from redistributing any of the content of the Site, including but not necessarily limited to private messages and domain data.
  2. The Seller will not post false, fake or misleading job advertisements
  3. The Seller will not post domain representation or date that, in the judgment and discretion of NameBrokers, are inappropriate to NameBrokers's audience and viewers.
  4. The Seller will not falsify their own or any other identity.
  5. The Seller will comply with all of NameBrokers's policies as posted on the Site from time to time.
  6. The Seller will not directly contact any sellers directly unless using NameBrokers providing communication processes.
  7. The Seller will not directly contact any Sellers that they are engaging with on our site with the intent of subverting them from using our Services or to avoid Fees

8.5. The Broker

The Broker or anyone acting on their behalf agrees that:
  1. The Broker will not redistribute any of the restricted content of the Site, including but not necessarily limited to private messages, documents (position descriptions or company structure), job advertisements. The only content that can be shared will be clearly displayed on a job advertisement.
  2. The Broker will not falsify their company, their own or any other identity
  3. The Broker will comply with all NameBrokers policies as posted on the Site from time to Time
  4. The Broker will not directly contact any Seller that they are engaging with on our site with the intent of subverting them from using our Services or to avoid Fees

8.6. Prohibited Use of Site Content

The content and information on the Site (including, but not limited to, emails, data, information, text, sound, photos, graphics, video, reputation, icons, software, code or other material), as well as the infrastructure used to provide such content and information, is proprietary to us. All Users agree not to otherwise modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell any information, software, products, or services obtained from or through this Site. Additionally, you agree not to:

  1. Use this Site or its contents for any commercial purpose;
  2. Access, monitor or copy any content or information of this Site using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written;
  3. Violate the restrictions in any robot exclusion headers on this Site or bypass or circumvent other measures employed to prevent or limit access to this Site;
  4. Take any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure;
  5. Deep-link to any portion of this Site for any purpose without our express written permission;
  6. "Frame", "mirror" or otherwise incorporate any part of this Site into any other website without our prior written authorisation; or
  7. Attempt to modify, translate, adapt, edit, decompile, disassemble, or reverse engineer any software programs used by us in connection with the Site or the services.

8.7. General Restrictions

  1. Users will not use any automated collection mechanism or any manual process to monitor or copy the web pages comprising the Site or the content contained therein without the prior written permission of NameBrokers.
  2. Users will not distribute unsolicited commercial messages ("spam") through the User's Account.
  3. Users will not contact Sellers t with the intent of subverting them from using our Services or to avoid Fees
  4. Users will not engage in personal attacks, negative or other unfair criticism or other forms of discourteous and unprofessional online conduct or practices or NameBrokers or any of its directors, employers or agents.
  5. Users will not create multiple user Accounts for any reason, or under any circumstance.
  6. Users will not contact employers of NameBrokers under any circumstances except through the email info@namebrokers.com or as otherwise directed by NameBrokers.

8.8. Consequences of Termination

  1. In the event of termination, Users found in violation of the User Agreement will not receive any credit or payment from NameBrokers.
  2. Without limiting NameBrokers's other remedies, to the extent you are in violation of this User Agreement, you must pay NameBrokers for all fees owed to us and reimburse us for all losses and costs (including any and all NameBrokers Agency time) and reasonable expenses (including legal fees) related to investigating such breach and collecting such fees.
  3. You and NameBrokers agree that the damages that NameBrokers will sustain as a result of actions that breach the User Agreement will be substantial, potentially including (without limitation) fines and other related expenses from its payment processors and Companies, but may be extremely difficult and impracticable to ascertain.
  4. Users that are terminated by NameBrokers on any basis other than violation of this User Agreement will be entitled to receive any payment due from NameBrokers.
  5. In the event of termination, you will have no claim whatsoever against NameBrokers in respect of any such suspension or termination of your membership

9. DEFINITIONS

Account means an account on the Site (either as an Broker or Seller) created by You.
Account profile means profile information in relation to an Account.
Active Seller means any seller that has been domains for sale on the platform.
Broker/Brokerage means a firm or company which uses the Service to sell or market or promotre domains for sale.
Agreement means the Agreement between You and Us comprising these terms and conditions.
Applicable Laws means any and all statutes, regulations, by-laws, ordinances or subordinate legislation in force from time to time which pertains to Your use of, and access to, the Site and the Service and the Posting of any Posted Materials on the Site and includes, without limitation, the Privacy Act and those relating to equal opportunity, anti-discrimination, immigration, trade practices, fair trading, Intellectual Property, privacy and confidentiality.
Domain Submission means any domain uploaded for sale directly or via nameinvestors.com.
Company/ies means any firm or company which uses the Service to buy or sell domain names.
Consent has the same meaning given to the term under the Privacy Act.
Content means content (including, without limitation, Candidate Data) migrated or Posted by a Seller or NameBrokers onto the Service.
Fixed Term means the term so specified in a Contract.
GST Act means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Harmful Code means any computer virus, trojan, worm or other computer code that, directly or indirectly, is harmful or disabling or which assists in or enables unauthorised access to or corruption of data.
Intellectual Property means any registered or unregistered rights in any copyrights, patents, inventions, discoveries, trade marks, designs or confidential information or any rights of a similar nature under the laws of Australia or anywhere else in the world.
Loss means loss or damage of any kind (including liability to a third party)
Our Invoice means Our invoice produced by Us.
Our Materials means all information and materials made available on the Site or through the Service (including, without limitation, the Payroll Files) but excludes Posted Materials.
Personal Information has the same meaning given to the term under the Privacy Act.
Platform means the website operated by Us at www.NameBrokers.com or www.NameInvestors.com
Post means to make available information and/or other materials on the Site or through the Service.
Privacy Act means the provisions of the Privacy Act 1988 (Cth) (and any amendment to it, any legislation substituted for it, and any subordinate legislation made under it).
Privacy Settings means the settings in Your Account pertaining to privacy of Your Account Profile information.
Registered User means a Site User registered with the Service.
Service means the platform and services provided to You by Us through the Site.
Fees means the fees payable for use of the Service in accordance with those stated in section 4.1. Fees
Site means the website operated by Us at www.NameBrokers.com or www.nameinvestors.com
Site User means any person who has access to, or uses, the Site using an Account.
NameBrokers.com or any other extensions including NameBrokers.com, NameBrokers.co.uk, NameBrokers.co.nz means the Company's website and underlying software and infrastructure which offer a range of services to buyers, owners and sellers of domains and websites.
NameBrokers, We, Us, Our means Winged Media LLC, which has its registered office at 34145 Pacific Coast Highway, Dana Point
You, Yourself, Your means any person, business, company or organisation who is a Site User.

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