Effective Date: 01 January 2018
This Folio365.com Domain Transfer Agreement (this “Agreement”) is entered into by and between Folio365.com, (“Folio365”) and you, and is made effective as of the date of electronic acceptance. This Agreement sets forth the terms and conditions for Folio365.com’s Domain Transfer (“Domain Transfer”). Your acceptance of this Agreement indicates that you have read, understood and agreed to the terms of this Agreement, along with Folio365.com’s User Agreement, which is hereby incorporated by reference. Any capitalized terms not defined within this Domain Transfer Agreement shall have the meaning as described in the Folio365.com User Agreement.
Folio365.com may, in its sole discretion, change or modify this Agreement at any time after a reasonable notification period, usually no less than two weeks, and, unless Folio365.com receives your written objection to the modified terms of the Agreement within the notification period, such changes shall be effective upon posting to the Folio365.com website (“Site”). You acknowledge and agree that (i) Folio365.com may notify you of such changes or modifications by posting them to the Site and (ii) your use of the Site or the Services found at the Site after the Effective Date at the top of this page, shall constitute your acceptance of this Agreement as last revised. If you do not agree to be bound by this Agreement as last revised, do not use (or continue to use) the Site or the Services found on the Site.
- Description of Domain Transfer
Domain Transfer offers domain buyers (“Buyers”) Folio365’s assistance with the transfer of a registration, or legal right to register, an Internet domain name (“Domain”) after purchase.
- Fees and Related Costs
Domain Transfer is provided for free to Buyers conducting a purchase on Folio365.com’s Website
When a Domain is transferred from Folio365 to the Buyer, based upon their respective registry and registrar providers, can incur further costs. The responsibilities for these payment obligations are solely placed on the Buyer.
- Management of Domain Transfer
4.1. Reaching an Agreement
In the event that a purchase and sale agreement has been reached with the Buyer, Folio365.com shall provide a standard online purchase and sale contract for Buyers that is automatically tailored to the sale of the Domain that was the subject of negotiation
4.2. Obligation of Buyer to Make Payment to Designated Bank Account
After reaching agreement for the purchase and sale of a Domain, Folio365.com shall contact the Buyer via email to request the transfer of the purchase price amount due to a Undeveloped.com account, where it will be safeguarded on both parties behalf until transfer of Domain registration has been completed. Upon transfer, the Buyer is obligated to promptly remit payment of the amount negotiated.
4.3. Transfer of Domain
Once Undeveloped.com indicates the receipt of the full amount of the purchase price to be held on both parties behalf, the process of transferring or assigning registration of the Domain from Folio365.com to the Buyer shall commence. Folio365 can only ensure the prompt and orderly transfer of Domain ownership if Folio365’s instructions to the Buyer are strictly followed. As such, the Buyer is obligated to provide the required cooperation to Folio365. In addition to being a material breach of this Agreement, failure to cooperate may be considered as a material breach of the relevant purchase and sale agreement.
4.4. Successful Transfer and Payment of Purchase Price
Upon successful transfer of the Domain to the Buyer, Buyer should ensure to notify Undeveloped.com of payment of the purchase price owed to the Seller so that it can be remitted in a timely manner. A successful transfer of ownership of the Domain has taken place when the Buyer has gained technical control of the Domain and is capable of updating the Domain’s WHOIS record.
If a Buyer does not take over technical control of a Domain within sixty (60) days after Folio365 hands over control of the Domain, Folio365 will not extend the Domain registration period. This may result in the lapse or expiration of the Domain. Buyer agrees to hold Folio365 harmless and will not be compensated for this loss.
The purchase price for the Domain shall be the price in the currency as identified in the purchase and sale between the Buyer and Seller which is the US Dollar (USD). The Buyer shall not be entitled to demand to remit payment of the purchase price in another currency.
4.5. Unsuccessful Transfer and Repayment
In the event that the transfer of Domain registration is ultimately unsuccessful for reasons unrelated to Buyer, the full payment of the Domain’s purchase price submitted to Folio365 shall be returned to the Buyer. There shall be considered to be no ultimate failure of the transfer, and therefore no return of the purchase price to Buyer, if the unsuccessful transfer of the Domain to the Buyer is solely due to the fact that the Buyer has not undertaken the further required cooperative actions required upon his/her part after the payment of the purchase price. Folio365 will use its best efforts to effectuate the purchase and sale of a Domain and if a purchase and sale agreement has been made with a Buyer, absent new, material information presented to Folio365, or unless the Buyer is claiming breach of contract or anticipatory breach of contract, Folio365 will continue to proceed with the Domain Transfer.
4.7. Proof of Purchase/Requests for Tax Information
If the Buyer requires an invoice of the purchase and sale transaction, the Buyer needs to inform Folio365 of this request prior to the completion of the Domain Transfer. Folio365 will then comply with such request.
- Penalties for Failing to Perform Obligations
Folio365 reserves the right to cancel the Domain Transfer Service if the Buyer fails to fulfill his obligation to cooperate in the transfer process after two (2) requests are made by Folio365 via the email addresses provided in Buyer’s Folio365 User Account (“Failed Transfer”).
- Disputes between the Parties during Transfer
In the event that the purchase price to be paid by the Buyer has been transferred to Undeveloped.com and the Domain and/or website content has been transferred to the Buyer in whole or in part, neither party may seek cancellation of the Domain Transfer. The Buyer shall release the purchase price to the Folio365 in accordance with the purchase and sale agreement.
PROVIDED THAT A CLAIM ORIGINATING FROM A FAILED TRANSFER IS NOT BASED UPON THE INTENTIONAL WRONGDOING OR GROSS NEGLIGENCE OF FOLIO365, ITS STATUTORY REPRESENTATIVES OR VICARIOUS AGENTS, BUYER AGREES THAT FOLIO365 SHALL NOT BE LIABLE FOR DETRIMENT OR DAMAGES, ORIGINATING FROM A FAILED TRANSFER CAUSED BY, BUT NOT LIMITED TO, BUYER (i) REJECTING THE PROPER COMPLETION OF TRANSFER-RELATED DOCUMENTS, (ii) IMPEDING THE EXECUTION OF THE TRANSACTION IN ANOTHER WAY, OR (iii) IN THE CASE WHERE ONE OF THE BUYER CANNOT BE PROPERLY IDENTIFIED DUE TO PROVIDING INCORRECT OR MISLEADING CONTACT INFORMATION.
- Disclaimer of Warranties by Folio365
In addition to those disclaimers and limitations on warranties found in the Folio365 User Agreement, Buyer understand, acknowledge and agree that:
(i) BUYER HAS THE RESPONSIBILITY TO VERIFY THAT THE DOMAIN NAME AND/OR WEBSITE CONTENT BEING SOLD AND TRANSFERRED DO NOT VIOLATE THE PRIORITY RIGHTS OF ANY THIRD PARTIES;
(ii) THE BUYER AGREES THAT THE DOMAIN TRANSFER DOES NOT INCLUDE AN EXAMINATION OR VERIFICATION OF THE EXISTENCE OF ANY CONFLICTING PRIORITY FIRM NAME, NAMING OR TRADEMARK RIGHTS, OR OTHER RIGHTS OF THIRD PARTIES; AND
(iii) FAILURE TO PERFORM IN ADVANCE AN EXAMINATION OF THE DOMAIN NAME AND/OR WEBSITE CONTENT FOR THE EXISTENCE OF CONFLICTING RIGHTS, INCLUDING, BUT NOT LIMITED TO, PRIORITY OWNERSHIP RIGHTS, TRADEMARK RIGHTS, AND/OR VIOLATION OF APPLICABLE LAW, IS THE SOLE RESPONSIBILITY OF THE BUYER.