These are the general terms and conditions that apply to all sales of our domain names. Buying our domains imply your full and unconditioned acceptance of all those terms:
1. PURCHASE AND SALE
Vendor (i.e. Infinity Edge Srl of Rome (Italy), 19 Via Salaria) hereby assigns to Purchaser all of the right, title and interest in the Domain Name and the Domain Name services agreement actually stipulated to maintain same. Upon execution of this Agreement, Vendor shall cause to be transmitted to the competent Registry an appropriate Name Change Agreement (“NCA”), and take all other steps reasonably necessary to effect the transfer of the Domain Name to Purchaser.
2. PURCHASE PRICE
The purchase price payable by Purchaser to Vendor for the transfer of the Domain Name in Purchaser’s name shall be Euros _____________ + VAT (where applicable), for a total of Euros *********** (the “Purchase Price”).
3. DELIVERY OF PURCHASE PRICE
Upon execution of this Agreement by Purchaser, Purchaser shall pay the Purchase Price either by wire transfer to the Vendor’s bank account or through VISA credit card, by following the instructions supplied by the Vendor. Once Vendor has received the full payment of the Purchase Price, Vendor will sign the relevant Name Change Agreement, and make sure that Purchaser is, within the shortest delay, listed as the owner of the Domain Name. It remains understood that the Purchaser will acquire full title on the Domain Name only once the Purchase Price is received in full by the Vendor. For sales above 5,000 euros, the parties will use escrow.com.
4. CESSATION OF USE OF DOMAIN NAME
Immediately upon receiving full payment of the Purchase Price, Vendor shall cease all use of the Domain Name. The parties acknowledge that no domain name other than the Domain Name owned by the Vendor is subject to this Section, even if the Vendor owns other domain names identical (but with other TLDs) or similar to the Domain Name. This Section 4 shall survive the termination or expiry of this Agreement.
5. REPRESENTATIONS AND WARRANTIES OF VENDOR
Vendor represents and warrants to Purchaser as follows and acknowledges that Purchaser is relying on these – and only these – representations and warranties in connection with the entering into of this Agreement and the purchase of the Domain Name:
(a) Vendor has sufficient authority and right to enter into this Agreement and perform his obligations hereunder, and in particular, to transfer all title and ownership of the Domain Name to Purchaser as provided in this Agreement, free and clear of all encumbrances;
(b) Vendor is the sole registrant of the Domain Name, and Vendor has the right to transfer the Domain Name to Purchaser;
(c) The Domain Name is sold “as is” without any express or implied warranty or guarantee that it does not interfere and/or infringe rights of third parties based on other domain names, trademarks, trade names, company names, names of individuals, copyrights and/or any other intellectual property rights or other rights (i.e. this is a quitclaim transfer); thus, the Vendor will not be liable for any action, claims or request by any third party against the Purchaser’s for the latter’s ownership and/or use of the Domain Name, and the Purchaser waives any right or action against the Vendor in this respect and releases the Vendor from any and all possible past claims related to the Domain Names; in any a case, as of the date of this Agreement, the Vendor does not know of any third party’s claims made against the Domain Name.
This Section 5 shall survive the termination or expiry of this Agreement.
After submitting the NCA, Vendor shall not take any action to withdraw, suspend or otherwise terminate the NCA and that, if queried by the relevant Registrar, shall confirm that the NCA is genuine and reflects his intentions.
7. FURTHER ASSURANCES
Each of Vendor and Purchaser shall execute and deliver such further and other documents as may be necessary to give effect to this Agreement and to carry out its provisions. This Section 7 shall survive the termination or expiry of this Agreement.
8. FEES AND TAXES
Each of Purchaser and Vendor shall be responsible for payment of their own fees, costs and expenses incurred in connection with the transfer of the Domain Name and the payment of any applicable taxes.
9. SUCCESSORS AND ASSIGNS
This Agreement shall inure to the benefit of and be binding on the parties and the respective successors and assigns.
10. GOVERNING LAW
This Agreement shall be governed by the laws of Italy. This Section 10 shall survive the termination or expiry of this Agreement
11. DISPUTE RESOLUTION
The parties submit to the exclusive jurisdiction of the courts of Rome (Italy).