WEBSITE TERMS AND CONDITIONS
1.1 These Terms and Conditions are applicable for all buyers and sellers of domain names (individually and collectively the “User”) on the Website located at bisbrand.com. The Website provides the capability for the purchase and sale of brandable domain names. These Website Terms and Conditions govern the User’s use of the Website, including but not limited to all functionalities, features, User interfaces, and all Materials and software associated with the Website as provided by ShakeBlock LLC (dba BisBrand) (the “Company”).
1.3 Any user of the Website who is a minor or under the age of 18 shall not register as a User and shall not transact on or use the Website.
1.4 The Company shall have the right, at its sole discretion, to modify, add, or remove any terms or conditions of the Website Terms and Conditions without notice or liability to you. Any changes to the Website Terms and Conditions shall be effective immediately following the posting of such changes. You agree to review the Website Terms and Conditions from time to time and agree that any subsequent use of the Website following any such changes shall constitute your acceptance of the changes.
1.5 If you are subscribing on behalf of a company, then a reference to you in this Agreement is a reference to the company and you acknowledge and agree that you are authorized by your company to confirm your acceptance of these Terms and Conditions and that your company will be bound thereby.
1.6 THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK. THE COMPANY RESERVES THE RIGHT TO RESTRICT OR TERMINATE YOUR ACCESS TO THE WEBSITE OR ANY FEATURE OR PART AT ANY TIME AND IN ITS SOLE DISCRETION WHENEVER THE COMPANY DEEMS THAT YOUR USE IS IN ANY MANNER INAPPROPRIATE OR IN VIOLATION OF THESE TERMS AND CONDITIONS.
2. User Information
2.1 When registering for the Website Users will be asked to provide certain information including a valid email address. Users warrant and represent that all such information is current and accurate and will be kept up-to-date.
2.2 Users are responsible for maintaining the confidentiality of usernames and passwords, and are responsible for all uses of usernames and passwords, whether or not authorized by the User. Users agree to immediately notify the Company of any unauthorized use of your username or password.
2.4 Users warrant and represent that the materials and information submitted are accurate, complete and truthful, and will be up-dated when appropriate.
3. Provision of the Website
3.1 The Company offers no express or implied guarantees or warranties regarding the amount of revenue Sellers will obtain, or that a User will find the Website satisfactory, complete, of benefit, or suitable for their own circumstances.
3.2 The Company has no liability or responsibility to Users for performance or non-performance of any activities in which Users engage.
3.3 The Company is not responsible if User information is not accurate, reliable, complete, timely, or current, and the Company does not assume any responsibility for errors, inaccuracies, typographical errors or omissions. The Website may contain certain historical information that is not necessarily current and is provided for reference only. While the Company is not obligated, it will undertake reasonable efforts to confirm information on the Website is accurate and current. Nevertheless, it is solely up to each User to check and confirm that all information accessed through the Website is accurate and current.
3.4 Other than a situation in which a User has specifically requested the Company broker a domain, The Website enables Sellers and Buyers to contact one another, and the Company does not introduce Sellers and Buyers or assist in locating Sellers and Buyers.
3.5 Under no circumstances is the Company providing advice or consultation regarding offered products.
3.6 The Company does not employ Sellers and Buyers, makes no referrals, endorsements, recommendations or validations of the qualifications or capabilities of any Seller or Buyer, and makes no representations regarding the integrity, suitability or reliability of any Seller or Buyer.
3.7 Users are solely responsible for verifying information about any Seller or Buyer.
3.8 The Company is not involved in the actual transaction between Sellers and Buyers. As a result, the Company has no control over the quality, safety, truth, accuracy or legality of User Materials or information. Use caution and common sense when using the Website and interacting with other Users. You assume all risks associated in dealing with other Users with whom you come in contact.
3.9 Other than a situation in which a User has specifically requested the Company broker a domain, the Company only provides the Website to facilitate the purchase and sale of domain names and is not a party to any negotiation or agreement between Sellers and Buyers. In either situation, the Company makes no representations as to the quality, safety or legality of products displayed or provided, or the truth or accuracy of domain listings. The Company does not supervise or monitor the relationship or transactions between Sellers and Buyers.
3.10 The Company is not required to and may not verify any information provided by Sellers and Buyers. The information provided is based solely on the information each Seller and Buyer submits to the Company, and the Company provides such information solely for the convenience of Sellers which does not constitute an introduction, endorsement or recommendation by the Company.
3.11 The Company is not a party to any contract between Sellers and Buyers, and Users hereby release the Company, and its subsidiaries, affiliates, officers, directors, employees, agents, representatives, and partners, from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute between Sellers and Buyers, whether it be at law or in equity, including but not limited to any disputes regarding the performance and quality.
3.12 Domain names offered by sellers on the marketplace do not include trademarks. Before buying a domain name Users should consult a lawyer regarding trademark law as it pertains to the intended use of the domain name.
3.13 The Website may not be used for any purposes outside the purposes for which the Website was established, including but not limited to collecting user information, recruiting, soliciting or advertising. You must not access or use the Website that are in competition with the services offered by the Company.
3.14 Advertisements, affiliate links, and other forms of solicitation may be removed by the Company without notice and may result in termination of User privileges.
3.15 The Company will use commercially reasonable efforts to make the Website available 24/7, except for planned downtime for such things as support and maintenance that will be scheduled, to the extent possible, during low volume hours, and any unavailability caused by a force majeure event such as an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Internet service provider failure or delay. The Company shall not be liable for any suspension or termination of the Website caused by a force majeure event.
3.16 Each User is required to obtain and maintain a high-speed Internet connection and appropriate browser software.
3.17 Users are prohibited from violating or attempting to violate the security of the Website, by among other things, uploading any materials which contain files or programming designed to interrupt, destroy or affect the functionality of the service, contain viruses, worms, spyware, or other malware, attempt to interfere with service to any User, host or network, or make the Website available to any third party or any competitor or to any third-party who is not subject to these Terms and Conditions.
4. Service Offerings
4.1 The Company may engage third party suppliers from time to time for Website components. Users agree that the Company may disclose User information to third-party suppliers for the purpose of enabling your use of the Website and each User agrees that the Company will not be held liable for any act or omission of any third-party supplier.
4.2 Company reserves the right to offer Company or third party services and products to you based on the preferences that you identify in your registration and at any time thereafter, unless you opt-out of receiving third party services and products.
5. License to Use Services
5.1 The Company grants a personal, limited, nonexclusive and nontransferable license that allows Users to use the Website, all portions thereof, and all documentation only for the purposes of providing ecommerce solutions.
5.2 Users shall not modify, alter, create derivative works, decompile, reverse engineer, disassemble, include in other services, or use the Website for any purpose other than as provided herein.
5.3 Users shall not copy, reproduce, transmit, rent, lease, resell, sublicense, assign, distribute or otherwise transfer the Website or any portion thereof.
5.4 This License provides Users with limited rights to use the Website. The Company retains all ownership, right, title and interest in and to the Website, including but not limited to trade secrets, know-how, methodologies and processes, and reserves all rights not specifically granted in this License.
5.5 The Company shall have the right, in its sole discretion and with reasonable posted notice and/or sent to your email address, to revise, update, or otherwise modify the Website, including but not limited to the amount of storage space available on the Website. Users continued use of the Website constitutes your acceptance of and agreement to such revisions, updates, or modifications.
5.6 This License and Users’ rights hereunder shall automatically terminate at the time of termination of use of the Website.
6. Sellers Materials
6.1 Sellers acknowledge and agree that they are solely responsible for accuracy of any uploaded Materials, including but not limited to Domain Names, and are solely responsible for their own communications and for the consequences of all such communications.
6.2 Sellers submission of Materials is on a non-exclusive basis.
6.3 Sellers shall not provide any Materials or engage in communications that are false, defamatory, libelous, hateful, threatening, harassing, racially or ethnically offensive, pornographic, obscene, or encourages anything that would be considered a criminal offense, give rise to civil liability, threaten safety, or violate or infringe any third-party rights, including but not limited to copyright or trademark infringement, or violate any law or regulation.
6.4 By uploading Materials, Sellers grant to Company and any affiliates, licensees and assigns, so long as the User is registered, an irrevocable, non-exclusive, fully-paid, worldwide, royalty-free license, with, among other rights, the right to publicly display, distribute, store, transcode, syndicate, broadcast, reproduce, edit, and modify the uploaded Materials to insure its compatibility with the Website.
6.5 Sellers’ Materials may not include third party advertisements or commercials.
6.6 Sellers warrant and represent that they possess full right, power and authority to provide the Materials.
6.7 Sellers warrant and represent that there exist no oral or written obligations that would in any way interfere with the grant of rights to a Buyer.
6.8 Sellers warrant and represent that all uploaded Materials are original, wholly owned or duly licensed by Seller, and do not violate, conflict with or infringe any third-party rights, including but not limited to copyrights and trademarks.
6.9 Other than as set forth herein, nothing in this Agreement shall be construed to transfer or assign to Company any rights or ownership in and to the Sellers’ Materials.
7. Payments to User
7.1 The Company shall collect all fees in a format and through procedures initiated in its sole discretion for purchase of domain names.
7.2 The payments to Sellers shall be made from the gross amount of funds received by Company from Buyers, less the Company’s fee, chargebacks or amounts withheld because of disputes.
7.3 Users may track all transactions online and payments to the User shall be made after fourteen (14) business days from the Company’s successful collection of payments. Payments shall be made through bank transfer.
7.4 Seller is responsible for payment of taxes and fees in connection with the sale of domain names.
7.5 All payments for domain names will be held in escrow until the transaction is completed.
7.6 If Users are connected with each other through the Website, Users must complete all transactions through the Website and may not conduct any transaction outside of the Website’s policies and procedures.
8. User Comments and Suggestions
8.1 While the Company values User feedback, please be specific with your comments and do not submit creative ideas, inventions, or suggestions.
8.2 If, despite this request, Users send creative ideas, inventions, or suggestions, all such submissions shall be the property of the Company in whole or in part. The Company shall own exclusively all now known or later discovered rights to the submissions and shall be entitled to unrestricted use of the submissions for any purpose whatsoever, commercial or otherwise, without compensation to Users or any other third party.
8.3 No part of the submissions shall be subject to any obligation of confidence and the Company shall not be liable for any use or disclosure.
10. Intellectual Property
10.1 “bisbrand”, and any other Company trademarks and trade names, and any variations thereof, are and shall remain the trademarks and trade names and exclusive property of the Company, and any unauthorized use of such trademarks and trade names is unlawful.
10.2 The Website, including without limitation all programs, complied binaries, interface layout, interface text, documentation, resources and graphics, is the sole and exclusive property of the Company and is protected by common law and statutory law.
10.3 Users may not modify or remove any Company’s intellectual property markings or notices.
10.4 Users may not sell or modify the Website, or reproduce, display, publicly perform, distribute, or otherwise use the Website Materials or the Website in any manner or for any purpose.
11.1 User shall not disclose any non-public information about the Company or its business to any third party, or use such information for its own or any third-party benefit.
11.2 The transactional data collected through the Website is confidential and Company agrees to hold the such data in strict confidence and not to disclose the Confidential Materials to any third party except in the situation where the Company is required to comply with an applicable law or regulation or with a court order.
12. Feedback and Ratings Policy
12.1 Users acknowledge and agree that the Website will contain feedback from Buyers and Sellers.
12.2 Users acknowledge that feedback results may consist of comments and ratings left by other Users and that the Website may calculate a composite feedback number based on these individual ratings. The Website provides its feedback and rating system as a means through which Users can express their opinions publicly, and the Website does not monitor or censor these opinions or investigate any remarks posted by Users for accuracy or reliability unless a User brings the posting to the Company’s attention.
12.3 The Company is not legally responsible for any feedback by any Users or third parties, even if that information is defamatory or otherwise legally actionable. Users may be held legally responsible for damages suffered by other Users or third parties as a result of remarks posted by you if a court finds that these remarks are legally actionable or defamatory.
12.4 Users agree to use balanced and fair feedback and not to take any actions that undermine the integrity of the feedback system, including but not limited to the following: falsifying feedback for yourself, your company or another User; artificially raising the level of your own feedback or creating negative feedback for another User; manipulating or coercing another User to perform a given task by threatening to leave negative feedback; or withholding deliverables or funds until another User agrees to leave positive feedback or no feedback or offering to sell or buy Website, products, and materials in exchange for good feedback
12.5 The Company reserves the right to remove any feedback from the system at any time, including but not limited to feedback that contains language that is profane, vulgar, or racist; is submitted by a User who is either in violation of any of Website or Company policies or agreements or any law or regulation; has conducted fraudulent transactions; is not directly related to transactions; makes any reference to actions taken or purported to be taken by the Company or any third party; or has left feedback with false contact information or cannot be contacted.
13. Copyright Infringement Notification
13.1 If you believe that any copyrighted work is accessible through the Website that constitutes copyright infringement, please notify the Company by providing our designated copyright agent with the following information:
— 13.1.1 The physical or electronic signature of either the copyright owner or of a person authorized to act on the owner’s behalf;
— 13.1.2 A description of the copyrighted work you claim has been infringed, and a description of the activity that you claim to be infringing;
— 13.1.3 Identification of the URL or other specific location on the Services where the material or activity you claim to be infringing is located or is occurring; You must include enough information to allow us to locate the material or the activity;
— 13.1.4 Your name, address, telephone number, and e-mail address;
— 13.1.5 A statement by you, made under penalty of perjury, that (i) the information you have provided is accurate and that you are the copyright owner or are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; and (ii) you have a good faith belief that use of the copyrighted materials is not authorized by the copyright owner, any agent of the copyright owner, or the law.
13.2 If you believe in good faith that a notice of copyright infringement has been wrongly filed against, you can send the Company a counter-notice that includes the following:
— 13.2.1 Your name and address, and telephone number;
— 13.2.2 The source address of the removed Materials;
— 13.2.3 A statement under penalty of perjury that you have a good faith belief that the Materials was removed in error; and
— 13.2.4 A statement that you consent to the jurisdiction of the Court for the judicial district in which your address is located, or any judicial district in which the Website may be found, and that you will accept service of process from the person who provided the original complaint.
13.3 Please note that the submission of a false or materially misleading Notice or Counter-Notice, and any such submission may result in liabilities, including perjury.
13.4 The Company will receive notices of copyright infringement through:
14.1 These Terms and Conditions, and any rights granted hereunder, may not be transferred or assigned by User.
15. LIMITED WARRANTIES
15.1 COMPANY WARRANTS THAT, WHEN USED IN COMPLIANCE WITH WEBSITE REQUIREMENTS AND COMPANY’S INSTRUCTIONS, THE WEBSITE WILL BE FIT FOR THE DESIGNED PURPOSES.
15.2 COMPANY WARRANTS THAT IF THE WEBSITE DOES NOT PERFORM AS DESCRIBED THE COMPANY WILL MAKE REASONABLE EFFORTS TO CORRECT THE PROBLEM.
16.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE WEBSITE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND COMPANY HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE THE WEBSITE, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
16.2 THE COMPANY DOES NOT WARRANT THAT THE WEBSITE WILL MEET USER REQUIREMENTS, THAT THE OPERATION OF THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE WEBSITE IS FREE OF COMPUTER VIRUSES OR OTHER HARMFUL MECHANISMS. SHOULD THE WEBSITE PROVE DEFECTIVE, THE COMPANY IS NOT RESPONSIBLE FOR THOSE COSTS ASSOCIATED WITH THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA.
16.3 THE TRANSMISSION OF DATA OR INFORMATION INCLUDING COMMUNICATIONS BY E-MAIL OVER THE INTERNET OR OTHER PUBLICLY ACCESSIBLE NETWORKS IS NOT SECURE, AND IS SUBJECT TO POSSIBLE LOSS, INTERCEPTION OR ALTERATION WHILE IN TRANSIT. ACCORDINGLY, THE COMPANY DOES NOT ASSUME ANY LIABILITY FOR ANY DAMAGE USERS MAY EXPERIENCE OR COSTS USERS MAY INCUR AS A RESULT OF ANY TRANSMISSIONS OVER THE INTERNET OR VIA AN APPLICATION, OR OTHER PUBLICLY ACCESSIBLE NETWORKS.
16.4 IN NO EVENT WILL THE USER GENERATED MATERIALS OR COMMUNICATIONS USERS PROVIDE BE DEEMED TO BE CONFIDENTIAL, CREATE ANY FIDUCIARY OBLIGATIONS ON THE COMPANY’S PART, OR RESULT IN ANY LIABILITY TO USERS IN THE EVENT THAT SUCH INFORMATION IS INADVERTENTLY RELEASED OR ACCESSED BY THIRD PARTIES WITHOUT CONSENT.
16.5 THE COMPANY TAKES NO RESPONSIBILITY WHATSOEVER FOR THE UPLOADED MATERIALS AND SHALL NOT BE RESPONSIBLE OR LIABLE FOR THE DELETION, CORRECTION, DESTRUCTION, DAMAGE, OR LOSS OF SUCH INFORMATION, OR FAILURE TO STORE ANY OF SUCH INFORMATION. NOR IS THE COMPANY RESPONSIBLE FOR LOSS OF INFORMATION THROUGH THE ACTION OF ANY THIRD PARTY OR BECAUSE OF CIRCUMSTANCES BEYOND THE COMPANY’S CONTROL. ALL USERS ARE EXPECTED TO HAVE THEIR OWN BACKUP OF ALL OF THEIR INFORMATION.
17. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, USER UNDERSTANDS AND AGREES THAT NEITHER THE COMPANY NOR ITS SUBSIDIARIES, AFFILIATES, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES OR AGENTS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR ANY OTHER DAMAGES RELATING TO OR RESULTING FROM USE OF THE SERVICES OR FROM ANY ACTIONS THE COMPANY TAKES OR FAILS TO TAKE. THESE INCLUDE DAMAGES FOR ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAYS, COMPUTER VIRUSES, LOST PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, UNAUTHORIZED ACCESS TO AND ALTERATION OF TRANSMISSIONS AND DATA, BODILY INJURY, EMOTIONAL DISTRESS AND OTHER TANGIBLE AND INTANGIBLE LOSSES. THIS LIMITATION APPLIES REGARDLESS OF WHETHER THE DAMAGES ARE CLAIMED UNDER THE TERMS OF A CONTRACT, AS THE RESULT OF NEGLIGENCE OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. COMPANY’S MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS SERVICES OR USE OF THE SERVICES, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT EXCEED THE AMOUNT, IF ANY, PAID TO THE COMPANY.
18. Release and Indemnification
18.1 The Company is not a party to any contract between Sellers and Buyers, and Sellers are solely responsible and liable for any damages or claim Buyers.
18.2 Users hereby release the Company, and its subsidiaries, affiliates, officers, directors, employees, agents, representatives, and partners, from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute between Users, including but not limited to any disputes regarding to performance.
19. Governing Law and Dispute Resolution
19.1 These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of Wyoming applicable therein, without regard to conflict of laws.
19.2 All disputes and differences arising under or in connection with these Terms and Conditions shall be referred to arbitration under the Rules of the American Arbitration Association in Wyoming before a single arbitrator. The decision of the arbitrator is binding on the parties and may be filed in any appropriate court. Users irrevocably consent to the exclusive jurisdiction of the American Arbitration Association and waive any objection based on lack of personal jurisdiction, place of residence, improper venue of forum non-convenience.
20. Additional Terms
20.1 User and the Company are independent contractors and nothing in this Terms and Conditions shall be construed to constitute a joint venture, partnership, agency or employer/employee relationship.
20.2 If any provision of is held to be invalid or unenforceable in any respect, such provision shall be enforced to the maximum extent permitted by law, and the remaining provisions of these Terms and Conditions shall continue in full force and effect.
20.3 The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim and shall in no way affect that party’s right to later enforce or exercise it, unless such party issues an express written waiver, signed by a duly authorized representative.
20.4 Upon termination of this Agreement and User’s access to the Website, the Company shall retain User data for a reasonable period or delete the data upon User’s written request.
20.5 User consents to the use of electronic means to deliver any notices pursuant to this Agreement and electronic records to store Materials related to these Terms and Conditions.
20.6 Except as expressly specified herein, this Agreement shall create rights and obligations only between the Company and each individual User and it does not create any rights for any other party.
20.7 These Terms and Conditions constitute the entire agreement between the parties relating to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter.