Escrow Service Agreement
Last updated on March 12, 2024.
1. Overview
This Domain Escrow Transaction Service Agreement (the "Agreement") is entered into by VM.com ("VM") and you, effective from the day you accept this agreement electronically. This agreement stipulates the terms and conditions for your use of VM's domain name escrow transaction service ("Domain Escrow Transaction Service" or "Service"). For the purposes of this Agreement, a person wishing to purchase a registered domain name is referred to as the "Buyer", while a person who registers a domain name that the buyer wishes to purchase is referred to as the "Seller". An individual or entity offering personal property for sale on behalf of others and wishing to use the VM.com website to complete such sales are referred herein as “Brokers”.
The term "we" refers to VM. The terms "you", "user" or "customer" refer to any individual or entity that accepts this agreement. No provision in this agreement shall be construed as granting rights or benefits to third parties.
VM holds the unique and absolute discretion to change or modify this agreement, any policy or terms included in this agreement at any time. Such changes or modifications take effect immediately upon posting on the VM website (this "website"). You acknowledge and agree that (i) VM can notify you of these changes or modifications by posting them on this website; (ii) your use of this website or services on this URL after such changes or modifications have been made (as shown by the "last revised" date at the top of this page) indicates your acceptance of the last revised version of this agreement. If you do not agree to comply with the latest revision of this agreement, please stop using (or continue to use) services on our site. In addition, VM may periodically notify you via email about changes or modifications to this Agreement. Therefore, make sure your account ("Account") information including your email address is up-to-date. If you fail to receive an email notification due to an inaccurate email address, VM assumes no responsibility for it.
2. Service Description
The purpose of this service is solely to facilitate the purchase and sale of currently registered domain names, not to promote the purchase and sale of website content related to these domains. VM provides a trading platform and convenient transaction process, charging a commission on each completed transaction. VM is not a custodial agent. Therefore, VM offers no guarantees regarding the quality, safety or legality of most domain names it sells. Sellers can choose to withdraw from negotiations at any time without penalty until the buyer pays the corresponding purchase price, at which point the negotiation process is considered complete.
You acknowledge and agree that your transaction will be handled by VM's "Transaction Protection" process. VM's decentralized processing mechanism will immediately pay the full agreed purchase price to the seller after receiving funds from the buyer, unless a dispute arises or payment is suspected of being fraudulent, in which case it is entirely up to VM to decide.
By using the VM "Transaction Guarantee" process, you authorize VM to act on your behalf to complete transactions. In these transactions, brokers will serve as facilitators of the transaction, assisting you in buying and selling domain names. VM does not hold your funds; you acknowledge that VM is not a bank and this service is a payment processing service rather than banking services. You further acknowledge that VM does not act as a trustee, fiduciary or guarantor for your funds.
To expedite the process of registrant information changes during and after any domain name transaction, and to comply with ICANN's Registrant Change Policy, you agree to designate VM as your Designated Agent. The sole purpose of this action is to enable it to explicitly approve substantial changes in registration contact information on your behalf. According to the definition in ICANN's Registrant Change Policy, a "Designated Agent" refers to an individual or entity that has been explicitly authorized by the pre-registered person or new registrant to approve changes on their behalf.
3.Your Obligations (Applicable to Sellers, Buyers and Brokers)
You agree to fill out all forms and respond to all information requests from VM thoroughly, accurately, and honestly throughout the process. You agree that VM bears no responsibility for any false or misleading information you provide intentionally or unintentionally.
You agree that if any information you provide changes, you will notify VM within five (5) business days. You are responsible for ensuring the information provided is up-to-date and accurate. For whatever reason, if you fail to provide accurate and reliable information to VM at the outset and on an ongoing basis, it should be considered a substantial breach of this agreement. For whatever reason, if you fail to respond within five (5) business days to inquiries made by VM (requesting confirmation of the validity of the information provided), it should also be considered a substantial breach of this agreement.
Both the buyer and seller are obligated to complete the transaction after agreeing on the domain name price. Both parties specifically authorize and instruct VM as their designated agent to facilitate the transfer of the domain.
4. Seller Specific Terms
According to the obligations stipulated in this agreement, as a seller, you can use the service to sell and transfer domain names that you have registration rights for and are available for sale. By using this service for such purposes, you declare and guarantee:
You possess all the rights, titles, and interests necessary to complete the transaction of the domain;
You are free to transfer the domain without any obligations, liabilities, liens or property burdens;
The domain does not infringe on anyone else's intellectual property rights;
You have the right to transfer the domain without violating your obligations under this agreement.
You agree to sell the domain name only to buyers found through the service, and only upon completion of a transaction using the service. If VM discovers that you are attempting to transact without using the service, VM reserves the right to terminate your account and cancel all your listings.
5. Buyer Specific Terms
As the buyer, once you and the seller have reached an agreement, you must promptly pay the agreed transaction price. If the seller refuses your remittance, these funds will be returned to you as the buyer. If the seller refuses to accept the purchase price agreed upon by both parties, you agree that VM will not bear any liability for breach of contract.
6. Broker Specific Terms
As a broker, you need to reasonably assess the market situation, provide consultation and support for clients during the transaction process, and assist in handling related matters after the transaction is completed. You agree that the broker will keep confidential any information about the client obtained during the service process. Without written consent from the client, it should not be disclosed to third parties.
7. The Rights of VM
In addition to any and all other rights reserved by VM in this agreement, VM explicitly reserves the full right to decide on the following actions:
Notify of price changes via email;
If you send unsolicited commercial emails (i.e., spam, emailing subscribers who have not "opted in"); illegally access other computers or networks (i.e., hacking); spread internet viruses or similar destructive activities; fail to pay fees; engage in activities intended to defraud, obstruct, harm, insult, threaten, slander or harass third parties; carry out activities prohibited by the laws of the United States and/or foreign territories where your business is conducted; encourage others to engage in illegal actions such as hate crimes, terrorism and child pornography; conduct racially-, ethnically- or otherwise objectionable infringement acts that are vulgar, obscene and invade third party privacy. Engage in activities aimed at impersonating a third party's identity and any activity aimed at harming minors in any way. If VM decides that these legal or illegal actions damage other customers' operations or reputation then it will refuse, cancel terminate suspend lock modify your service access.
If your use of the service leads VM or any of its affiliates/partners to initiate litigation against you claim initiation of litigation against you become subject to litigation claim subject to litigation then it will refuse cancel terminate suspend lock modify your service access regardless whether such litigations claims ultimately have legal basis.
If you do not log into the service for ninety (90) days then it will refuse cancel terminate suspend lock modify your service access.
VM is under no obligation to regulate services, but reserves the right to do so. VM also retains the right to edit descriptions and annotations on the list. You acknowledge and agree that VM has the right to publish certain information related to domain name sales or purchases on its website, including but not limited to (a) the names of sold or purchased domain names (b) sale or purchase prices of domain names, and (c) information related to sale or purchase times.
8. The right to relief and cancellation
Without limiting any other remedies, if:
You have violated the provisions of this agreement or any document incorporated by reference into this agreement;
VM determines that your actions may pose a risk to VM or its members;
VM determines that your use of the service infringes on the intellectual property rights or legal rights of others.
VM can immediately:
Issue a warning to its members regarding your behavior;
Suspend any unfinished transactions associated with your account;
Limit sources of funds and payments;
Restrict access to your account or any features of it;
Indefinitely suspend or close your account, and refuse to provide you with our services.
Additionally, VM reserves the right to hold funds beyond the normal allocation period for transactions it deems suspicious or accounts involving high transaction amounts, in order to ensure fund integrity. If VM closes your personal account, you will be notified and all unrestricted funds in the account will be paid to you.
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