Managed Auction Agreement
Managed Auction Agreement
1. Introduction
This WTI Managed Auction Agreement (this “Agreement”) is
entered into by and between WTI, LLC (“WTI”) and you, and is made effective as
of the date of electronic acceptance. This Agreement sets forth the terms and
conditions of your application and participation in a WTI managed auction event
(“Managed Auction Service” or the “Service”). Your acceptance of this Agreement
signifies that you have read, understand and agree to the terms of this
Agreement, along with WTI’s User Agreement, which is incorporated by reference.
Any capitalized terms not defined within this Managed Auction Agreement shall
have the meaning as described in the WTI User Agreement.
2. Description of Managed Auction Service
The subject of this Agreement is the offering of one or more
Internet domain names, owned, controlled, and selected by You, the User, and
either accepted or denied through the application process described on the WTI
Site, for listing in an auction event organized by WTI (“Managed Auction Event”
or “Auction“). Upon clicking ‘Send’ to submit your application for the Managed
Auction Event of your choice, You agree to all terms contained herein. This
Agreement becomes effective upon submission of Your application but shall
terminate with immediate effect if WTI does not accept your application or You
have not been informed of a decision after five (5) business days. If Your
application is accepted, You shall be bound to these terms and conditions for
the term as defined below.
By submitting one or more of your Internet domain name(s)
(“Domain”) for possible selection in a Managed Auction Event, you agree to the
terms and conditions below and have chosen to give WTI the exclusive right to
market and offer your Domain for Sale for the length of time stipulated below.
Upon your Domain being successfully sold during a Managed Auction, You agree to
use WTI’s standard online purchase and sale agreement as the controlling terms
of sale between You and the Buyer.
All Managed Auction Events will be operated in accordance
with the terms of WTI’s Auction platform as described in section 4.2.2. of the
Domain Marketplace Agreement, which is hereby incorporated by reference. In the
event of a conflict between any of the terms and conditions contained in the
body of this document and those in any document or additional terms referenced
herein, those contained in the body of this document shall govern.
Specific rules relating to the Push-to-Auction and Direct Auction
features of WTI’s Domain Marketplace can be found in Section 4.2.2.1. and
4.2.2.2. of WTI’s Domain Marketplace Agreement, respectively, and should not be
confused with a Managed Auction Event, the terms for which are contained
herein.
3. Application Process & Fee
WTI may charge a non-refundable application fee for each
Domain submitted for a Managed Auction Event in the amount described on the WTI
Price List or applicable Managed Auction Event application page, which are
subject to change from time to time. In order to request that Your Domain be
selected for inclusion in WTI’s Managed Auction Events, the Domain must be
comprised of a short, generic term with a high commercial value, Your Domain’s
extension must geographically match the language of the Domain, You must select
a reasonable Reserve Price (as defined below) and accept the terms of this
Agreement. As part of the application process, You confirm that You are the
lawful and exclusive registrant and owner of the Domain, that You are able to
dispose of the Domain, that no other party has any right to registration of the
Domain, and that no third party has made any claim against the Domain,
including that the Domain violates another party’s trademark or other
intellectual property rights. Should the
Domain infringe upon the rights of a third party, You agree to indemnify WTI
for any and all damages or costs incurred from the listing for sale and
marketing of your Domain. Upon submission, Your application will be sent to
WTI’s brokerage department to be reviewed for probability of successful sale
and appropriateness for that particular Managed Auction Event. WTI will send You an ‘accepted’ or ‘declined’
notification email within three to five (3-5) business days of the date of
submission to the email address registered in Your User Account. The decision
whether or not to accept Domain submitted to WTI’s Managed Auction Events is
made in WTI’s sole discretion. If requested, You agree to provide WTI with any
information necessary to confirm Your control, ownership and/or authorization
to sell the Domain.
4. Term & Exclusivity
You agree, in exchange for the consideration described
herein, that for the duration of the application process, from submission to
acceptance through the start of the Auction Event, and for sixty (60) days
after the close of the Auction Event WTI shall have the exclusive right to
list, market and sell the Domain (“Term”).
During the Term, You may not use the service of another
broker or auction house regarding the Domain. You further agree to forbid
anyone You may have previously hired to broker or auction the Domain. At WTI’s
discretion, the Domain may not receive offers through WTI’s Offer/Counter-Offer
system once an Auction application has been submitted and subsequently
accepted. Exclusivity is triggered upon submission of your Auction application,
not acceptance thereof. If WTI does not accept Your application, You will no
longer be bound to exclusivity or these Terms and Conditions. If Your
application is accepted, You shall be bound to this clause along with the all
other terms and conditions herein for the remainder of the Term.
5. Auction Reserve Price
When submitting your Domain you are asked to select a
reasonable minimum price at which you are willing to sell your Domain at
auction (“Reserve Price”). The exact Reserve Price is not disclosed to
interested buyers or other third parties, including Auction Event bidders,
provided auction viewers are sometimes shown a reserve price range. You agree to
commit to the sale of the Domain and take all steps necessary for the transfer
of ownership so long as prospective buyer bids on the Domain reaches a price
equal to or greater than the Reserve Price stated by You in your application.
Failure to do so shall be considered a material breach of these Terms and
Conditions and may subject You to claims from the third party who meets the
Reserve Price and ultimately wins the right to purchase the Domain at auction.
6. Commission Fees
In consideration of the Auction Event services to be
performed by WTI, including the marketing of your respective Domain and said
Auction Event, You agree to pay WTI a commission fee equal to the amount quoted
on the WTI Price List for each Domain (“Commission Fee”).
7. Delisting Fees & Failure to Transfer Domain
Upon learning of a prospective breach of this Agreement, WTI
reserves the right to remove Your Domain from the Auction Event inventory and
to cease marketing the Domain at any time. Due to the detrimental impact on WTI
for the successful operation and marketing of the respective Auction Event, You
will be charged a delisting fee of twenty-five percent (25%) of the Reserve
Price for each Domain in breach (“Delisting Fee”). A breach of this Agreement
includes, but is not limited to, listing the Domain for sale with any domain
marketplace besides WTI, authorizing a third party to broker the sale of the
domain on your behalf, and failure to provide timely proof of ownership or
authority to sell. If WTI believes that You have breached this Agreement and
that a delisting may be necessary, while the Domain may remain delisted, upon
notice from WTI delivered to the email address listed in your WTI user account,
You will have the shorter of either five (5) business days or until the Auction
Event has started to cure the violation and avoid a Delisting Fee. Should WTI
learn of said breach once the Auction Event has started, WTI reserves the right
to delist the domain immediately and charge a Delisting Fee.
Upon the conclusion of a successful Auction, in the event of
a material breach of this Agreement caused by your failure to commit to the
sale of the Domain and take all steps necessary for the transfer of ownership
of the Domain, You understand and agree that WTI may, at its discretion,
terminate this Agreement immediately. Should WTI exercise this right to
terminate, You agree that WTI will be substantially damaged by such a breach
and that, considering that precise damages are difficult to calculate, You
agree to pay to WTI the greater of either $2000 or the commission that would
have otherwise been due to WTI based on the Reserve Price. In addition, WTI
reserves the right to recover from You any other consequential damages, and
reasonable attorney's fees, which may arise due to the violation of this
Agreement
8. Limitation of Liability
In addition to those terms found in the WTI User Agreement,
WTI assumes no responsibility or liability for (a) for any faulty or failed
electronic data transmissions; (b) any unauthorized access to, or theft,
destruction or alteration of entry forms or submissions at any point in the
operation of an Auction; (c) any technical malfunction, failure, error,
omission, interruption, deletion, defect, delay in operation or communications
line failure, regardless of cause, with regard to any equipment, systems,
networks, lines, satellites, servers, computers or providers utilized in any
aspect of the submission of a bid or operation of an Auction; (d)
inaccessibility or unavailability of the Internet, or; (e) any injury to or
death of participants which may be related to or resulting from any attempt to
participate in an Auction or download of any materials related to an Auction.