Purchase And Sales Agreement
Last Revised:. April 11, 2018
PLEASE READ THIS AGREEMENT CAREFULLY, AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES.
This IPv4Connect.com Purchaseand Sale Agreement (this “Agreement”) is entered into by and between www.IPv4connect.com (the “Site”), which is owned and operated by the Brander Group, Inc., a Nevada corporation (“Company”)and you, and is made effective as of the date of electronic acceptance. This Agreement sets forth the terms and conditions of your use of Company’s Auctions services (“Company Auctions” or the “Services”).
Your electronic acceptance of this Agreement signifies that you have read, understand, acknowledge and agree to be bound by this Agreement, along with Company’s Terms of Service Agreement, which is incorporated herein by reference.
The terms “we”, “us” or “our” shall refer to Company. The terms “you”, “your”, “User” or “customer” shall refer to any individual or entity who accepts this Agreement. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.
Company, in its sole and absolute discretion, may change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to the Company website (this “Site”). You acknowledge and agree that (i) Company may notify you of such changes or modifications by posting them to this Site and (ii) your use of this Site or the Services found at this Site after such changes or modifications have been made (as indicated by the “Last Revised” 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) this Site or the Services found at this Site. In addition, Company may occasionally notify you of changes or modifications to this Agreement by email. It is therefore very important that you keep your account (“Account”) information, including your email address, current. Company assumes no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate or out-of-date email address.
2. DESCRIPTION OF SERVICES
The Services are provided to facilitate the buying and selling of internet protocol version 4 addresses (“IPv4 Addresses”) from the Site.Company provides a venue and a transaction facilitation process. Company is not an auctioneer or an escrow agent. Although the process occurs in an “auction-style” format, Company is not the owner of the IPv4 Addresses listed on the Site. As result, Company has no control over thesafety or legality of the IPv4 Addresses listed. IPv4 Addresses listed may be withdrawn at any time by Seller or by Company.
You acknowledge and agree that if you engage in a transaction with an auction selling price or a transaction through the Site, your transaction may be handled by third-party Service Provider, such as www.escrow.com. You acknowledge and agree that Company may disclose personally identifiable information to the Company’s Service Providers to facilitate such transactions.
Company is not responsible and disclaims all liability in the event that the IPv4 Addresses transaction fails to complete due to breach by the buyer or seller or failure of the buyer or seller to complete the transaction. Buyer does not obtain any rights in the IPv4 Addresses until completion of the transaction.
You acknowledge and agree that we may, in our sole discretion, extend the length of the auction if bids are submitted in the final moments of the auction, to allow potential buyers the opportunity to bid prior to the end of the auction.
3. YOUR OBLIGATIONS (SELLER AND BUYER)
You agree to thoroughly, accurately and honestly complete all forms and requests for information provided by Company throughout the process. You agree Company will not be responsible for any false or misleading information you provide, whether intentionally or unintentionally.
You agree to notify Company within five (5) business days when any of the information you provided as part of the listing/buying process changes. It is your responsibility to keep this information in a current and accurate status. Failure by you, for whatever reason, to provide Company with accurate and reliable information on an initial and continual basis, shall be considered a material breach of this Agreement. Failure by you, for whatever reason, to respond within five (5) business days to any inquiries made by Company to determine the validity of information provided by you, shall also be considered a material breach of this Agreement.
4. PROVISIONS SPECIFIC TO SELLING/LISTING IPV4 ADDRESSES
You may use the Services to list IPv4 Addresses to which you have ownership rights for sale and are able to transfer in accordance with your obligations under this Agreement. By using the Services for such purposes, you represent and warrant that:
- You have all rights, titles and interests in the IPv4 Addressesnecessary to complete the transaction;
- You have the ability to transfer the IPv4 Addressesfree and clear of any obligations, liabilities, liens or encumbrances;
- The IPv4 Addressesdoes not infringe on the intellectual property rights of anyone else; and
- You have the right to transfer the IPv4 Addressesin accordance with your obligations under this Agreement.
- The IPv4 Addresses are not on any spam lists.
- The IPv4 Addresses are not currently being advertised or announced.
You further agree the IPv4 Addressesare not currently or will not in the foreseeable future be associated with any pending litigation. In the event you are unable to comply or fail to comply with your obligations under this Agreement, Company expressly reserves the right to delist any or all of your IPv4 Addresses immediately upon Company becoming aware of your failure to comply.
You may list your IPv4 Addresses for any duration offered on the Site. If we find a Buyer using the Services, the transaction must be completed within the Services. For each transaction completed within the Services, you agree to pay Company a transaction fee according to the fee schedule which will be provided under the Brander Group Engagement Agreement and/or the IPv4 Connect Listing Agreement. Such transaction fee will be payable directly to Company unless the transaction is processed using a third-party Service Provider, such as www.escrow.com, in which case all fees will be paid to such third-party Service Provider. In addition to any transaction fees, you agree to pay (Company or the third-party Service Provider, as the case may be) any intermediary or other banking fees charged by Buyer’s banking institution in connection with the transaction in question.
You agree not to sell any IPv4 Addresses to any Buyer found through the Services without using the Services to complete the transaction. Should Company find that you are circumventing the Services, Company reserves the right to terminate your Account and cancel all of your listings.
As a Seller, you are not allowed to bid on any IPv4 Addresses you have listed. If you bid or have someone else bid on a IPv4 Address that you have listed, your listing will be removed from the Site and administration fees may be assessed per listing. Your Account will be locked while we investigate you for “Inappropriate Bidding”, which is defined as the act of bidding on your own listing against other bidders, or bidding by individuals who have knowledge of or access to Seller’s item information, in order to raise the price at which your item will eventually sell. Inappropriate Bidding is strictly forbidden and Company will take all actions Company deems appropriate in the event Company detects Inappropriate Bidding.
As a Seller, you are obligated to complete the transaction if Buyer commits to purchase the IPv4 Address through a fixed price, or if Buyer meets or exceeds the minimum bid or reserve price. Should you fail to complete the transaction for any reason, Company reserves the right to (i) charge you a fee or (ii) terminate your Account with the Company (as determined by Company in its sole and absolute discretion). By receiving payments through the Services, you appoint Company as your Agent to receive and deposit funds on your behalf. It is your responsibility to provide a valid Deposit Account to receive any payments from the Company or on Company’s behalf from a third party Service Provider. Failure to provide valid Deposit Account information will cause your payments to be withheld pending receipt by Company of proper deposit instructions.
You hereby authorize Company to initiate and post (i) credit (positive) entries for payments to the Deposit Account and (ii) debit (negative) entries to the Deposit Account to reverse erroneous payments and/or make adjustments to incorrect payments. You acknowledge and agree that the amount initiated and posted to the Deposit Account will represent payment for IPv4 Addresses sold using the Services, less any applicable fees and/or chargebacks. Company will initiate the payment of proceeds approximately five (5) days after receipt of Buyer’s funds. You acknowledge and agree that there may be a delay of several days between the time that Company initiates the payment of proceeds and the time that the proceeds are actually posted to the Deposit Account, and Company expressly disclaims any liability or responsibility regarding the same.
The authority granted to Company by the Deposit Account owner herein will remain in full force and effect until Company has received written notification from the Deposit Account owner that such authority has been revoked, but in any event, such writing shall be provided in such a manner as to afford Company a reasonable opportunity to act on such revocation, or until Company has sent notice to terminate this Agreement.
Seller will not release the IPv4 Addresses to Buyer until receipt of confirmation from Company that the funds have been verified and cleared.
5. PURCHASING/BIDDING PROCESS
IPv4 Addresses will be sold on this Site via an online auction-style process (the “Bidding Process”). The process may occur through the competitive Bidding Process described below or through a purchase of IPv4Addresses via bidding at the set sale priceaccording to the sale process set forth for the Bidding Process at the Site (the “Buy It Now Option”) wherein you will immediately be considered the winning bidder,. If you wish to bid on a block of IPv4 Addresses in a competitive bidding process, you will be required to enter a bid amount. For the bid to be eligible for the Auction, the bid must be in bid increments as described in the Bidding Process and be placed before the scheduled expiration of any Bidding Process, including additional added bidding time, if any. Bid increments are subject to change at any time
If a bid is deemed the winning bid through either the Bidding Process or the Buy It Now Option, a notification will be presented via email to the User (the “Email Notification”) at the email address User provided during account registration, as updated by User when necessary. It is the responsibility of User to keep the email address current and to timely check email to determine if User has won any Bidding Process. Company is not responsible for the failure of an Email Notification to reach a winning bidder for any reason, including, but not limited to, technical problems or other system error.
6. PROVISIONS SPECIFIC TO PURCHASING/BIDDING ON DOMAIN NAMES
You understand that each and every bid, through either the Bidding Process or the Buy It Now Option, is a binding contract and that any and all fees will be added to any successful bid, as applicable. You are responsible for payment to Company within forty-eight (48) hours of auction close, and any valid payment method associated with your Account, will be charged on the third day following the auction close, through a bank wire transfer or the use of www.escrow.com. Average time for IPv4 Address to be transferred may be between seven (7) and thirty (30) days after auction close, unless reclaimed by the original registrant, in which case you will be entitled to a full refund.
Company is not responsible and disclaims all liability in the event that the IPv4 Address transaction fails to complete due to breach by the buyer or seller or failure of the buyer or seller to complete the transaction. Buyer does not obtain any rights in the registration of a domain name until completion of the transaction.
As a Buyer, you are obligated to complete the transaction if you purchase the IPv4 Addressthrough a fixed price format Buy It Now Option, or if you are the highest bidder at the end of a Bidding Process and your bid meets or exceeds the minimum bid or reserve price. Should you fail to complete the transaction for any reason (including, but not limited to, failing to pay the purchase price if you purchase the IPv4 Addressthrough a fixed price format Buy It Now Option, or if you are the highest bidder at the end of a Bidding Process and your bid meets or exceeds the minimum bid or reserve price), Company reserves the right to (i) charge you a fee or (ii) terminate your membership with the Site (as determined by Company in its sole and absolute discretion).
If the winning Bidder fails to pay the bid amount within seven (7) business days of when the Email Notification is sent by the Company, the Company may, at its sole discretion or in consultation with the Seller, contact the next highest bidder in the Bidding Process and offer to sell the IPv4 Address to such bidder at such bidder’s bid price, or post the IPv4 Address on this Site for sale in a new Bidding Processor Buy It Now Option. Notwithstanding the foregoing, Company and Seller shall maintain the right to enforce the terms of this Agreement and/or seek any other available remedy.
As a Buyer, you are responsible for ensuring that your use of the IPv4 Address does not infringe on third-party rights or any relevant laws or regulations.
You agree not to purchase any IPv4 Address found through the Services without using the Services to complete the transaction. Should Company determine (which determination shall be made by Company in its sole and absolute discretion) that you are circumventing the Services, Company reserves the right to terminate your Account and cancel all of your listings.
7. CHANGE OF OWNERSHIP
Company is not the owner of the IPv4 Addresses listed on the Site and, accordingly, cannot guarantee immediate change of ownership from Seller to Buyer.
Within three (3) business days of receipt of Buyer’s funds, Seller shall initiate the RIR, NIR or Inter-RIR transfer process by submitting the necessary transfer request to the relevant Regional Internet Registry (“RIR”) and/or National Internet Registry (“NIR”). The winning Buyer and the Seller agree to cooperate with the Company to provide all information reasonably necessary for Seller to submit the transfer request. Additionally, the winning Buyer shall pay all RIR and/or NIR transfer fees required to successfully complete transfer of the IPv4 Addresses into the winning Buyer’s RIR or NIR account.
After receiving confirmation that the transaction between Buyer and Seller has been completed, and the IPv4 Address registration has been updated, the Company shall release the Buyer’s funds to Seller, less the Company’s commission and any applicable fees. Should a dispute arise between the Buyer and Seller, the Company may, at its sole discretion, hold the Buyer’s funds in escrow pending the resolution of said dispute.
All transfers of IPv4 Addresses will be subject to RIR Approval. If the winning Buyer is unable to receive RIR Approval to receive transfer of the purchased IPv4 Addresses within thirty (30) days after winning a Bidding Processor Buy It Now Option, the Company may, in its sole discretion, cancel the transaction between Buyer and Seller. Provided, however, that if the winning Buyer does not receive RIR Approval within forty five (45) days of winning a Bidding Processor Buy It Now Option, said Buyer may contact Company and request that Company release payment of Buyer’s funds to the Seller and thereby extend the period of time to obtain RIR Approval for an additional one (1) year (the “Extension Period”) subject to the continued existence of the Seller’s business as an entity capable of transferring the IPv4 Addresses, during which time Seller shall not transfer the IPv4 Addresses to any other entity or individual party or utilize the IPv4 Addresses for any commercial purpose. During the Extension Period, the winning Buyer may either continue to seek RIR Approval or designate an approved third party capable of receiving RIR Approval to accept the IPv4 Addresses. If the IPv4 Addresses are not transferred to the winning Buyer within forty five (45) days of the close of the Bidding Processor Buy It Now Option, the winning Buyer may cancel the transaction for the IPv4 Addresses. In such situation, the winning Buyer may have their funds returned.User further agrees that User will use its best efforts to cooperate with its RIR throughout the RIR Approval process, promptly respond to all RIR inquiries, and sign any reasonably necessary agreements with the RIR to transfer the IPv4 Addresses, including RIR membership agreements and registration service agreements. You agree that you will be responsible for all RIR transfer fees, as applicable.
If the change of ownership from Seller to Buyer is not able to be completed (i) due to either party’s fraudulent activity or (ii) for any other reason, Buyer and Seller acknowledge and agree that Company shall have no liability or responsibility regarding the same. In all cases, the change of ownership from Seller to Buyer is done without representation or warranty of any kind (including, but not limited to, any representation or warranty that a IPv4 Addresses does not infringe upon the intellectual property or other rights of a third party), and Company expressly disclaims any liability or responsibility regarding the same.
8. COMPANY’S RIGHT TO MONITOR
Company has no obligation to monitor the Servicesbut reserves the right to do so. Company reserves the right to edit the descriptions and comments on listings. You acknowledge and agree that Company shall have the right to make public and share with third parties certain information in connection with the sale or purchase of IPv4 Addresses on the Site, including but not limited the sale or purchase price of the IPv4 Addresses sold or purchased, and information relating to the timing of the sale or purchase.
You acknowledge that there may be certain bids or purchases that Company may not accept or certain third parties with whom Company may choose not to do business. Company reserves the right to cancel these bids or orders or transactions at any time. Company reserves the right, at its sole discretion or the discretion of the Seller, to refuse or cancel any bid or purchase for any reason. Situations that might result in the cancellation of a bid or purchase could bebut are not limited to: (a) inaccurate listing information, or (b) Errors in IPv4 Addresses information. In case of cancellation, Company may remove any IPv4 Addresses listings from the Site.
9. DISPUTE POLICY
Occasionally, a dispute might arise regarding a transaction begun or completed through the Services. In such instance, you agree to the following:
To file a dispute, you must submit an email to email@example.com. The email must include:
- Your account number;
- Your name and contact information;
- The order number associated with the transaction;
- The IPv4 Addresses over which the dispute arises; and
- A detailed account of the dispute.
Such email must be received within four (4) days from the time the dispute originated.
Once a dispute notice has been received by Company, Company will place the transaction into a “Hold” status while it investigates the dispute. Company reserves the right, in its sole discretion, to close any dispute it deems invalid or resolved. After investigation, Company will notify Buyer and Seller of the outcome of the investigation and complete or terminate the transaction as Company, in its sole discretion, deems appropriate.
Company reserves the right to charge an administration fee to cover the costs associated with investigation of a dispute. As such, you agree Company may charge an administration fee to the Payment Method it has on file for you if a dispute is filed involving a domain name which you have listed or purchased through the Services. Should Company receive multiple complaints regarding transactions in which you are involved, Company, in its sole discretion, may cancel your account and terminate all listings you have.
In the event you have a dispute, you release Company, its affiliates, officers, directors, agents, subsidiaries, joint ventures and employees from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such dispute.
10. REMEDIES AND RIGHT TO CANCEL
Without limiting other remedies, if:
You breach this Agreement or any document incorporated by reference;
Company determines your actions may pose a risk to Company or its members; or
Company determines your use of the Services infringes on the intellectual property or legal rights of others, Company may immediately:
- Warn its members and/or Users of your actions;
- Place a hold on any pending transactions associated with your Account(s);
- Limit your access to your Account(s) or to any functionality of your Account(s); or
- Indefinitely suspend or close your Account(s) and refuse to provide our Services to you.
In addition, Company reserves the right to hold funds beyond normal distribution periods for transactions it deems suspicious or for Account(s) conducting high transaction volumes to ensure integrity of the funds.
Also, where in Company’s estimation, it believes you owe it money for any reason, Company reserves the right to offset any payments into your Account until Company is made whole.
11. TITLES AND HEADINGS; INDEPENDENT COVENANTS; SEVERABILITY
The titles and headings of this Agreement are for convenience and ease of reference only and shall not be utilized in any way to construe or interpret the agreement of the parties as otherwise set forth herein. Each covenant and agreement in this Agreement shall be construed for all purposes to be a separate and independent covenant or agreement. If a court of competent jurisdiction holds any provision (or portion of a provision) of this Agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of this Agreement shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.
12. DEFINITIONS; CONFLICTS
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Terms of Service Agreement. In the event there is a conflict between the provisions of this Agreement and the provisions of the Terms of Service Agreement, the provisions of this Agreement shall control.
13. ENGLISH LANGUAGE CONTROLS
This Agreement, along with all policies incorporated herein by reference (collectively, the “Agreement”), is executed in the English language. To the extent any translation is provided to you, it is provided for convenience purposes only, and in the event of any conflict between the English and translated version, where permitted by law, the English version will control and prevail.
14. CHOICE OF LAW
Your access to and use of the Site and the terms of this Agreement are and shall be governed by the laws of the state of Nevada, without reference to the conflict of law provisions of any given jurisdiction and without regard to the location of youor your employer.In the event that a court or other tribunal of competent jurisdiction holds any part of this Agreement to be unenforceable, those provisions shall be limited or eliminated to the minimum extent necessary, so that the remaining terms and conditions shall otherwise remain in full force and effect.If any provision of this Agreement is determined to be invalid, all other provisions will remain in force.
15. FORUM AND CLAIM LIMITATIONS
Any and all disputes arising by reason of or in connection with the Site, this Agreement, or the use of, or inability to access, the Site or the Services which may arise shall be litigated before a court located in the state of Nevada to the exclusion of the courts of any other state or country.
17. CONTACT INFORMATION
If you have any questions about this Agreement, please contact us by email or regular mail at the following address:
Brander Group Inc. dba IPv4 Connect
848 N Rainbow Blvd #5212
Las Vegas, NV 89107
Phone: +1 (702) 560-5616