This Aftermarket.com User Agreement (the "Agreement") shall govern the terms and conditions for your use of the websites owned or operated by or services offered by Aftermarket, Inc. ("Aftermarket"), a California Corporation, or use of the websites owned or operated by or services offered by Thought Convergence, Inc., a Delaware Corporation, and its subsidiaries (collectively, the "Parent Company") related to the services offered by Aftermarket. By using the domain, sub-domains, and affiliated domains of www.Aftermarket.com (collectively, the "Site") and/or utilizing Aftermarket's domain marketplace services (the "Services"), you ("you" or "User") acknowledge that you have read, understood and agreed to be bound and abide by the terms and conditions of this Agreement and all policies and guidelines incorporated by reference, as they may be amended by Aftermarket from time to time in its sole and absolute discretion. It is your responsibility to review this Agreement periodically, and if at any time you find this Agreement unacceptable, you must immediately leave the Site and cease all use of the Site and/or Services. YOU AGREE THAT BY USING THE SITE AND/OR SERVICES YOU REPRESENT THAT YOU ARE AT LEAST EIGHTEEN (18) YEARS OLD AND THAT YOU ARE LEGALLY ABLE TO ENTER INTO THIS AGREEMENT. IF YOU ARE REGISTERING ON BEHALF OF A BUSINESS ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE ENTITY TO THIS AGREEMENT.
WHEREAS, Aftermarket serves as a marketplace for Users to buy and sell domain names through the Site;
WHEREAS, domain owners wish to utilize the Site and Services offered by Aftermarket to receive offers on and potentially sell their domains;
WHEREAS, potential buyers of domains wish to utilize the Site and Services to browse Aftermarket's Domain Listings and potentially purchase domains listed for sale; and
WHEREAS, Aftermarket wishes to act as a neutral facilitator of domain transactions between buyers and sellers of domains.
NOW, THEREFORE, in good consideration of the mutual covenants set forth herein, the receipt and sufficiency of which are hereby acknowledged, User and Aftermarket agree to the following terms and conditions:
Section 1. Definitions.
a. "Auction Duration" shall mean a time span designated by Seller for which an auction will be open to Buyers to bid on the domain being auctioned.
b. "Buy Now" shall mean the sales model whereby Sellers offer to sell domains for designated amounts.
c. "Buy Now Price" shall mean an amount specified by Seller at which Seller offers to sell the designated domain.
d. "Buyer(s)" shall mean Aftermarket users who utilize the Site and Services to bid upon, make offers, and/or purchase domains from other Aftermarket users.
e. "Domain Inventory" shall mean all of the domains listed for auction, Buy Now, and/or Make An Offer through the Site or Service.
f. "Domain Listing" shall mean the listing of a domain for auction, Buy Now or Make An Offer through the Site or Service.
g. "Domain Sale Agreement" shall mean the standard agreement that Buyer and Seller agree to when a domain sale occurs on the Site or through the Service.
h. "Make An Offer" shall mean the sales model whereby Seller indicates that Seller is willing to receive offers from Buyers for designated domains.
i. "Private Auction" shall mean an auction for a domain where the only Buyers allowed to participate are ones specified by Seller.
j. "Registrar" shall mean the entity which currently manages the registration of a domain. The registrar listed on the current WHOIS record for a domain shall be considered the Domain Registrar.
k. "Registry" shall mean the entity that has been granted the authority to administer the rules, policies and databases for a particular Top Level Domain ("TLD") by the Internet Corporation for Assigned Names and Numbers ("ICANN").
l. "Reserve Price" shall mean the minimum amount that Seller is willing to accept for a particular domain during a specified auction; the auction for the domain will be cancelled if the specified minimum amount is not met or exceeded.
m. "Seller(s)" shall mean Aftermarket users who utilize the Site or Services to solicit offers on and potentially sell their domains through the Site and Service.
n. "User Levels" shall mean the distinct access or privilege levels granted to users in their use of the Site and Services.
o. "Valid Bids" shall mean bona fide firm offers to purchase a particular domain for the amount bid.
Section 3. Use of Site and Services.
a. You warrant that you will not use the Site or Services for any purpose that is prohibited by this Agreement or is otherwise unlawful. You may not use the Site or Services to:
i. Post false, inaccurate, misleading, defamatory, libelous, or threatening content or content that otherwise violates third party legal rights, including, but not limited to, privacy and publicity rights;
ii. Distribute, disseminate, post or link to any site that distributes, disseminates or posts unsolicited commercial email messages (i.e., spam, as that term is defined in the U.S. CAN-SPAM Act of 2003), chain letters, pyramid schemes or illegal contests;
iii. Distribute, disseminate, post or link to any site that distributes, disseminates or posts viruses or any other technologies that are harmful to others or their computers;
iv. Publish, post or distribute or link to any site that publishes or distributes any content, material, or software which you do not have the authority to distribute, license or otherwise use;
v. Publish, post or distribute or link to any site that contains obscene, vulgar or adult content, including, but not limited to, content of a sexual nature;
vi. Harvest or otherwise collect information about third parties, including, but not limited to, postal or email addresses, without the express written consent of the third party;
vii. Harvest, cache, collect or otherwise mine the information contained on the Site by any means, including, but not limited to, the use of spiders or bots;
viii. Take any action that infringes upon third party intellectual property rights; or
ix. Take any action that prevents or curtails the full enjoyment and functionality of the Site and/or Services by other Users.
b. Aftermarket will cooperate with legal authorities and Internet Service Providers if Users violate this Section of the Agreement, entitled Use of Site and Services. Cooperation may include, but is not limited to, releasing information about Users who violate this Section.
Section 4. User Accounts.
a. In order to use and access certain aspects of the Site and/or Services, you must complete the registration process and obtain a user account. In order to obtain a user account, you must completely and accurately provide the information requested on the registration form. This includes, but is not limited to, providing your verifiable physical address and telephone number. Your registration with a freely available email address is entirely at the discretion of Aftermarket and shall be considered on a case-by-case basis. You shall immediately update your account information if it becomes inaccurate or outdated at any point in time.
b. You are allowed to create one (1) user account with Aftermarket.
c. During registration, you will be asked to provide a username and password. You are entirely responsible for maintaining the confidentiality of your password. You may not allow others to use your account, username or password, nor may you use the account, username or password of someone else at any time. You agree to notify Aftermarket immediately of any unauthorized use of your account, username or password. Aftermarket shall not be liable for any loss that you may incur as a result of someone else using your password, either with or without your knowledge. You may be held liable for any losses incurred by Aftermarket, its affiliates, officers, directors, employees, consultants, agents, and representatives due to someone else's use of your account, username or password.
Section 5. User Levels.
a. Aftermarket offers three distinct User Levels: Basic, Verified, and Premium. Each of Aftermarket's users will be granted one of these three User Levels.
b. A "Basic User" is a User that registers for a free account with Aftermarket. Basic Users have basic privileges including, but not limited to, listing domains, searching Domain Inventory and browsing Domain Listings. Basic Users do not have the ability to purchase or make attempts to purchase domains through the Site or Service.
c. A "Verified User" is a User that undergoes an automatic verification process designated by a charge. During the automatic verification process, Aftermarket will charge User's credit card $1.00 which will serve as information and financial verification. Once processed, User will receive a $1.00 credit in User's account to be used in the purchase of domains. A Verified User has all of the access and privileges granted to a Basic User, and, in addition, may make offers on listed domains for any amount through Make An Offer. A Verified User may purchase a domain through Buy Now for up to and including $5,000 and may bid in domain auctions up to and including $5,000.
d. A "Premium User" is a User that goes through a manual verification process by submitting certain forms and information requested by Aftermarket. This verification process may include, but is not limited to, providing Aftermarket with a copy of a government issued identification (such as a driver's license) and credit references. Aftermarket shall approve a User as a Premium User in its sole and absolute discretion. Premium Users may bid in auctions and/or purchase domains through Buy Now without regard to bid or offer limits or restrictions.
Section 6. Term and Termination.
a. This Agreement is effective until otherwise terminated. Aftermarket may terminate this Agreement and your access to the Site and use of the Services at any time in its sole and absolute discretion, with or without cause, and with or without notice. You may terminate this Agreement at any time upon ten (10) business days prior written notice to Aftermarket.
b. Upon termination of this Agreement, you will no longer have access to the Services and may not access the Site, and Aftermarket shall be free to purge any information regarding your account or activity that it deems appropriate.
Section 7. Aftermarket Fees.
In consideration for acting as a neutral facilitator of domain sales and providing the Site and Services, Buyers and Sellers agree to pay to Aftermarket the fees specified on the Aftermarket Fee Schedule.
Section 8. Selling a Domain.
a. Sellers may offer to sell their domains in a public auction or Private Auction, solicit offers and/or offer to sell their domains at set prices.
b. Seller must be the owner of each domain that Seller solicits offers for or otherwise offers to sell. Seller's ownership of each domain offered for sale or for which Seller accepts offers on must be able to be verified by having Seller's Aftermarket user account information consistent with the WHOIS information for the domain or through a domain zone control validation. Seller acknowledges and understands that Seller may not be permitted to list a domain whose ownership cannot be readily verified by Aftermarket.
c. Seller shall not list any domain that is contrary to Aftermarket's policies, which may be changed from time to time, in Aftermarket's sole and absolute discretion. The following, which includes, but is not limited to, incorrect spellings and variations of the following, serve as examples of domains that are contrary to Aftermarket's policies: (i) trademarks, company names or names of specific natural persons; (ii) words which would evoke a question of legality; (iii) defamatory, libelous or threatening language; (iv) vulgar or obscene language; and (v) sexuality explicit language.
d. By offering to sell a domain through the Site and/or Service, Seller represents and warrants that: (i) Seller has full rights, power and authority to personally or on behalf of a business entity, if applicable, to enter into this Agreement and perform the acts herein; (ii) Seller's right, title and interest in and to said domain is free and clear of all liens, claims, or encumbrances; (iii) Seller's registration and sale of said domain complies with all terms and conditions imposed by the Registrar and the Registry; (iv) Seller's registration of said domain is current and not subject to deletion, cancellation or rescission by Registrar or Registry; (v) said domain will not expire within sixty (60) days of sale and Seller shall extend the registration at Seller's cost to ensure this minimum sixty (60) day period; (vi) neither Seller, nor any entity owned or controlled by Seller, owns any trademarks or copyrights in said domain that are not being transferred along with the domain; (vii) Seller's use and/or registration has not and does not infringe on any third party's intellectual property whether that be trademark or otherwise; (viii) said domain has not been and is not currently the subject of any litigation, arbitration, claim or other legal proceeding, whether past, present, contemplated, threatened or for which Aftermarket has not received written notice from Seller prior to listing; and (ix) Seller will take all necessary actions in a timely fashion to transfer said domain upon sale.
e. Sellers have the option of providing a description to be utilized in the sale of a domain. If Seller chooses to provide such a description, Seller warrants and represents that the description is accurate and free from any misleading statement. The description may include, but is not limited to, traffic statistics and other visitor information. Seller may not manipulate or otherwise falsely inflate the statistics that Seller represents. Aftermarket makes no representation or warranty that the description Seller provides is accurate.
f. Once an auction listing has been submitted, it may not be deleted or altered by Seller, except for appending to the original description of the auction.
g. Seller agrees and acknowledges that Aftermarket shall own all information, content or other material submitted by Seller in connection with Seller's use of the Site and/or Services or the listing of any domain.
Section 9. Buying a Domain.
a. Buyer may utilize the Site and/or Services to search for domains that Buyer may wish to acquire. 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 negotiates with Seller to purchase. 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 Aftermarket shall not be liable for any atypical registration policies or fees. Buyer further agrees and understands that Aftermarket makes no representation or warranty with respect to the accuracy and/or veracity of any description provided by Seller.
b. Buyer understands and agrees that by bidding upon a domain in auction, Buyer is making a legally binding offer to conclude the auction and purchase said domain that Buyer cannot rescind during the Auction Duration. Buyer warrants that Buyer is ready, willing and able to effectuate the purchase of any domain for the amount that Buyer bids. If Buyer has the highest Valid Bid at the conclusion of any auction, Buyer agrees to purchase the domain at auction for the amount that Buyer bid. Buyer understands and acknowledges that Aftermarket has the right of invalidating and deleting bids in certain circumstances, and therefore, Buyer may have the highest Valid Bid after higher bids have been invalidated and/or deleted.
c. Buyer understands and agrees that by making an offer on a domain through Make an Offer, Buyer is making an offer that, if Seller accepts such offer, Buyer is legally bound to purchase the domain at the offer price. Buyer warrants that Buyer is ready, willing and able to effectuate the purchase of any domain for the amount that Buyer offers to purchase the domain.
d. Buyer understands and agrees that by accepting a Seller's offer to sell Seller's domain at a Buy Now Price, Buyer is entering into a legally binding agreement to purchase that domain at the Buy Now Price. Buyer warrants that Buyer is ready, willing and able to effectuate the purchase of any domain when entering into a Buy Now transaction.
e. Buyer agrees and acknowledges that Aftermarket shall own all information, content and/or other material submitted by Buyer in connection with Buyer's use of the Site andor Services or the potential purchase of any domain.
Section 10. Domain Sales Agreement.
Buyer and Seller agree that the terms of a purchase and sale of a domain negotiated through the Site and/or Services shall be governed by the standard Domain Sale Agreement supplied by Aftermarket. The Domain Sale Agreement is made available upon request.
Section 11. Binding Auctions.
a. Subject to the other provisions of this Agreement, auctions shall be conducted in accordance with certain required and optional parameters set by Seller.
b. Seller may elect to hold a Private Auction which shall be limited to Buyers of Seller's choosing.
c. Once Seller has listed a domain for auction, Seller may not delete the domain from the auction nor modify the Reserve Price during the Auction Duration.
d. During an auction of a domain, the highest Valid Bid on the domain will be displayed. Buyers may enter the auction by placing bids for an amount higher than the current highest Valid Bid. All bids shall be considered as firm bona fide offers to buy the Domain for the bid price.
e. If Seller lists a domain for sale through an Aftermarket auction, Seller is bound to accept the highest Valid Bid amount from Buyers at the conclusion of the Auction Duration, regardless of the amount of bids made or the highest Valid Bid amount placed on said domain, provided that the highest Valid Bid meets or exceeds the auction's Reserve Price, if one is set.
f. Seller is not bound to accept the highest Valid Bid amount from Buyers until bids meet or exceed the Reserve Price, if one is set.
g. Seller agrees not to bid nor instruct or otherwise cause others to bid in auctions that Seller has commenced for Seller's domains. Seller agrees to refrain from taking any action with the intent of frustrating the course of the auction as intended by Aftermarket.
h. If Seller chooses to set a Buy Now Price on a domain listed for auction, the auction will immediately end upon a Buyer agreeing to purchase the domain at the Buy Now Price.
i. A Domain Listing shall expire upon the conclusion of the Auction Duration if there were no Active Bids or no Active Bids met or exceeded the set Reserve Price. If Seller chose to designate a Buy Now Price in conjunction with the auction, the Buy Now feature will expire with the conclusion of the auction.
Section 12. Erroneous and Fraudulent Bids.
a. Users understand and acknowledge that all bids made are binding upon the User and any error on the part of the User does not obviate the binding nature of the bid. Therefore, Users shall be conscientious prior to submitting any bid. Notwithstanding the forgoing, User may contact Aftermarket in writing to notify Aftermarket of the error during the Auction Duration. Aftermarket reserves the right to invalidate and delete individual bids during the Auction Duration which it believes, in its sole and absolute discretion, clearly and obviously resulted from User error, mistake, or otherwise may not be considered a bona fide firm offer. If Aftermarket invalidates a bid, the next highest bid shall take the place of the invalidated bid and will inherit all obligations of the invalidated bid. If Aftermarket decides, in its sole and absolute discretion, that a bid was made fraudulently, to interfere with or otherwise circumvent the auction, Aftermarket may suspend or terminate the User's account at its discretion.
b. Aftermarket reserves the right to invalidate and delete any bids that it believes are fraudulent, fabricated, shill bids or otherwise deceptive bids that were not intended to be a bona fide firm offer. Aftermarket will attempt to determine the nature of the bid by verifying the identity of the bidder and validity of the bid; however, Aftermarket reserves the right to invalidate and delete a bid if it is unable verify what it deems necessary information in a timely manner. If Aftermarket invalidates a bid, the next highest bid shall take the place of the invalidated bid and inherit all obligations of the invalidated bid. If Aftermarket decides, in its sole and absolute discretion, that a bid was fraudulent, fabricated, shill or otherwise made to interfere with or circumvent the auction, Aftermarket may suspend or terminate the User's account at its discretion.
Section 13. Buy Now.
Seller may designate a set price at which Seller will sell a domain through Aftermarket's Buy Now feature. The Buy Now Price is displayed to Buyers. If Buyer accepts Seller's Buy Now Price, Seller is bound to sell the domain to Buyer at the Buy Now Price.
Section 14. Accepting Offers.
Seller may designate certain of Seller's domains that Seller is willing to receive offers from Buyers to purchase the domains through Aftermarket's Make An Offer feature. Seller may accept an offer in Seller's sole and absolute discretion. Once Seller has accepted an offer for a domain, Seller is bound to sell the domain at the price of the accepted offer.
Section 15. Canceling of Auctions; Rejecting/Removing of Listings.
Aftermarket reserves the right to cancel an auction or remove or reject a Domain Listing at any time, with or without notice, in its sole and absolute discretion. Upon Aftermarket canceling an auction, any contractual relationship and any obligations existing between Seller and the highest bidder for the domain in that auction will cease.
Section 16. Escrow and Domain Transfer.
a. All domain sales and purchases shall culminate in escrow. Once Buyer and Seller reach a binding agreement to sell and purchase a domain, Aftermarket shall contact each party with directions on how to proceed in and during the escrow.
b. Aftermarket has contracted with Escrow.com to provide escrow services to Users. Both parties to a domain sale are required to have an Escrow.com account in order to effectuate a successful escrow. During escrow, Users will interact with both Escrow.com and Aftermarket and on each company's respective website to effectuate the transfer of the purchase price and domain. User's interaction with Escrow.com shall be governed by Escrow.com's policies, procedures and terms of service.
c. After reaching a binding agreement with Seller and upon notification from Aftermarket, Buyer shall remit the full amount of the domain purchase price, plus escrow fees, if applicable, to an escrow account designated by Aftermarket.
d. After Buyer has remitted the full amount of the domain purchase price, and upon notification from Aftermarket, Seller and Buyer shall take the required actions to successfully transfer control of the domain from Seller to Buyer, as outlined in Aftermarket's notification. Failure to take such actions in a timely manner may be considered a material breach by the other party to the domain sale.
e. Seller shall be paid the purchase price in a timely manner, after the domain has been transferred to Buyer. A domain shall be considered transferred to the Buyer when buyer has assumed technical control of the Domain and Buyer has the ability to update the WHOIS database with Buyer's registration data.
f. In the event that escrow and the transference of domain ownership are ultimately unsuccessful, Buyer shall be refunded the full payment amount that Buyer submitted to the escrow account designated by Aftermarket; provided, however, that Buyer took the necessary actions to effectuate a successful transfer after remitting the purchase price.
Section 17. Dispute between the Parties
a. Once an agreement between Buyer and Seller has been reached through the use of the Site or Service, Aftermarket will proceed with the domain transaction absent being presented with new material information or Buyer alleging a breach or an anticipatory breach of contract. Aftermarket will cause escrow holder to remit payment to Seller and transfer domain to Buyer upon Aftermarket's receipt of the Purchase Price and domain. Buyer and Seller acknowledge and agree that Aftermarket is not responsible or liable for this conduct and agree that the aggrieved party would have to take legal measures against the other party in the event of a dispute.
b. If there is a dispute between the parties during escrow and one of the parties to the Domain Sale Agreement fails to fulfill its obligations under said agreement, Aftermarket may cancel escrow and the associated domain transfer if the party failing to meet its obligations does not meet said obligations within ten (10) days after notification by Aftermarket. In such event, Aftermarket reserves the right to collect, and the party who has failed to meet an obligation under the Domain Sale Agreement agrees to pay to Aftermarket, any applicable fee Aftermarket would have otherwise been entitled to if the transaction had been successful. Buyer and Seller acknowledge and agree that Aftermarket is not responsible or liable for the other party not meeting its obligations under the Domain Sale Agreement and agree that the aggrieved party would have to take legal measures against the other party in the event of a dispute.
Section 18. Relationship between Buyer and Seller and Aftermarket.
Aftermarket acts as neither the Buyer nor the Seller nor an agent of either. Aftermarket does not act as an auctioneer or as a broker. Aftermarket is merely a neutral facilitator of potential domain sales and does not have any influence or control over how Users conduct their business on the Site or through the Services. As such, Aftermarket shall not be liable for any legal transaction, violation of third party rights, whether intellectual property or otherwise, or other act conducted on the Site or through the Services. Buyer and Seller agree that Aftermarket shall not be liable for either party to a Domain Sale Agreement breaching said agreement and also shall not be subject to any claim arising out of an attempted purchase and/or sale of any domain.
Section 19. Non-circumvention.
Aftermarket has spent a great amount of time, effort and capital to provide the Site and Services to Users. Sellers shall not solicit offers or take any other action nor shall Buyers attempt to communicate or communicate with Sellers outside the Site or Aftermarket marketplace for the purpose of circumventing fees that would otherwise be due to Aftermarket. Users shall not utilize any information derived from their use of the Site and/or Service for the purpose of circumventing fees that would otherwise be due to Aftermarket.
Section 20. Rights of Publication.
Aftermarket shall have the right to publish the results of any domain sale that occurs on the Site or through the Services for reference and promotion purposes. Aftermarket shall not disclose any information regarding the identity of either the Buyer or Seller without prior express written permission.
Section 21. Domain Monetization.
In addition to offering a marketplace for domains, Aftermarket offers its users the ability to monetize domains while they are listed in the Domain Inventory. The terms and conditions of these domain monetization services offered by Aftermarket are governed by the Aftermarket Domain Monetization Services Agreement, which may be found here. This Agreement shall control in the event of a conflict between the Aftermarket Domain Monetization Services Agreement and this Agreement.
Section 22. Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL AFTERMARKET, ITS DIRECTORS, AFFILIATES, AGENTS, SUCCESSORS, ASSIGNS, PARTNERS, SUBSIDIARIES, PARENT COMPANY, LICENSORS AND ADVERTISING PROVIDERS BE LIABLE FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, LOST OR IMPUTED PROFITS OR DATA OR ROYALTIES, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE AND/OR SERVICES. THIS LIMITATION SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION. YOU HEREBY WAIVE ANY CLAIM THAT THESE EXCLUSIONS DEPRIVE YOU OF AN ADEQUATE REMEDY. FUTHERMORE, IN NO EVENT SHALL AFTERMARKET'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE AND/OR SERVICES EXCEED THE GREATER OF THE FEES PAID TO AFTERMARKET IN THE PAST TWELVE (12) MONTHS UNDER THIS AGREEMENT OR $250.
Section 23. Warranty Disclaimer.
THE SITE AND SERVICES ARE PROVIDED "AS IS" OR "AS AVAILABLE". AFTERMARKET EXPRESSLY MAKES NO WARRANTY THAT THE SITE WILL BE PERMANENTLY ACCESSIBLE. IF THE SITE BECOMES INACCESSIBLE DURING AN AUCTION, NEITHER SELLER NOR BUYER MAY ARGUE THAT A DOMAIN SALE THROUGH THE AUCTION IS INVALID AND CANNOT CLAIM THAT THERE WOULD HAVE BEEN A DIFFERENT OUTCOME IF THE SITE WAS ACCESSIBLE. AFTERMARKET AND ITS AFFILIATES, SUBSIDIARIES, PARENT COMPANIES, AGENTS, ASSIGNS, NETWORK SERVICE PROVIDERS, PARTNERS OR EMPLOYEES MAKE NO WARRANTY TO YOU OR TO ANY OTHER INDIVIDUAL OR ENTITY, WHETHER EXPRESS, IMPLIED OR STATUTORY, AS TO THE DESCRIPTION, QUALITY, TITLE, NONINFRINGEMENT, MERCHANTABILITY, COMPLETENESS OR FITNESS FOR A PARTICULAR USE OR PURPOSE AS TO ANY OF THE DOMAINS OFFERED OR SOLD THROUGH THE SITE AND/OR SERVICE OR THE SITE AND/OR SERVICES THEMSELVES, OR TO ANY OTHER MATTER, ALL SUCH WARRANTIES HEREBY BEING EXPRESSLY EXCLUDED AND DISCLAIMED. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND/OR SERVICES. NEITHER AFTERMARKET NOR ANY OF ITS AFFILIATES, SUBSIDIARIES, PARENT COMPANIES, AGENTS, ASSIGNS, NETWORK SERVICE PROVIDERS, PARTNERS OR EMPLOYEES WARRANTS INFORMATION LOSS OR INTERRUPTION, NOR DOES AFTERMARKET WARRANT ANY CONNECTION TO OR ANY TRANSMISSION OVER THE INTERNET.
Section 24. Indemnification.
You agree to indemnify, defend, and hold harmless Aftermarket, its affiliates, officers, directors, shareholders, employees, agents, successors, assigns, from any and all third party actions, claims, demands, loses, liabilities, damages, recoveries, settlements and/or costs (including attorney, accountant, and expert witness fees and costs), known or unknown, contingent or otherwise, arising directly or indirectly out of or relating to this Agreement or your infringement of any intellectual property right or other right of any person or entity.
Section 25. Confidentiality.
a. User agrees to safeguard and not disclose any information provided to User by or on behalf of Aftermarket or Aftermarket Users throughout the Term of this Agreement.
b. Aftermarket agrees to safeguard and not disclose any information provided to Aftermarket by User throughout the Term of this Agreement without the express written consent of User. Notwithstanding the foregoing, Aftermarket reserves the right to disclose any information that it deems necessary to satisfy any applicable law, regulation, legal process or governmental request. User acknowledges and agrees that all Domain Listing and bidding information visible by other Users is the property of Aftermarket and may be syndicated through Aftermarket's affiliates at the discretion of Aftermarket.
Section 26. Governing Law and Venue.
This Agreement shall be construed in accordance with and governed by the laws of the United States and the State of California, without reference to their rules regarding conflicts of law. You hereby irrevocably consent to the exclusive jurisdiction of and venue in the state or federal courts in Los Angeles, California, USA, in all disputes arising out of or related to the use of the Site and/or Services.
Section 27. Headings.
Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section, or in any way affect this Agreement.
Section 28. Severability; Waiver.
If, for whatever reason, a court of competent jurisdiction finds any term or condition in this Agreement unenforceable, all other terms and conditions will remain unaffected and in full force and effect. No waiver of any breach of any provision of this Agreement shall constitute a waiver of any prior, concurrent, or subsequent breach of the same or other provision hereof. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. No waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
Section 29. No Assignment/Assignment.
Aftermarket may assign, delegate, or otherwise transfer this Agreement, or rights or obligations hereunder, in whole or in part. This includes, without limitation, the obligation to transfer domains and payments and the right to receive any fee under this Agreement. User may not assign any rights or duties under this Agreement without Aftermarket's prior express written consent.
Section 30. Modification to this Agreement.
Aftermarket may amend or modify this Agreement at any time, with our without notice, in its sole and absolute discretion. All amended terms shall automatically become effective upon the 15th day after the date when the amended terms and conditions are posted on this site or upon User accessing the Site or Service after the posted date, whichever date occurs first. The posted date shall be displayed at the top of this document.
Section 31. Entire Agreement.
No other agreements, representations or understandings, whether oral or written and whether express or implied, which are not expressly set forth in this Agreement have been made or entered into by Aftermarket and User with respect to the subject matter hereof.
Section 32. Notice.
You agree to accept any notice under this Agreement via email at the email address that you provide to Aftermarket. You further agree that any notice under this Agreement to Aftermarket shall be in writing and sent to the following address:
ATTN: Legal Department
11300 W. Olympic Blvd., Suite 900
Los Angeles, CA 90064