The
current registrant (Seller) and new registrant (Buyer) of the domain name registration
are required to complete all sections below, sign and date this Escrow Agreement
indicating their understanding and acceptance of the terms of Vixa.com's escrow
services, if escrow services are desired by the parties. Complete and
accurate information are required to use the escrow services and process your
transaction. We required both the buyer and seller to complete this and fax it
to us at (509) 696-4812 (United States). On matching both requests, an order ID
will be assigned to the transaction. Once funds have been received, we will informed
both buyer/seller and the seller can proceed to complete the transfer. And when
this is completed, we will confirm this with the registrar by executing a "whois"
search. At the same we required the buyer to make a change to the DNS and if this
is confirmed, funds will be transferred to the seller. PLEASE NOTE: WE DO REQUIRE
THE SELLER TO TRANSFER THE REGISTRAR TO
VIXA.COM, use the transfer function. THERE IS NO TRANSFER FEE BUT AN EXTENSION
FEE APPLIES WHICH IS ADDED TO THE LIFE OF THE DOMAIN NAME. THE EXTENSION FEE IS
US 14/YEAR AND IS PAYABLE BY CREDIT CARD. THIS IS AN ADDED SECURITY PRECAUTION
TO ENSURE ACCOUNTABILITY ON OUR SIDE. BY USING OUR SYSTEM, WE CAN MONITOR
AND ACCOUNT FOR ANY ERRORS. IF YOU USE ANOTHER REGISTRAR, WE CANNOT GUARANTEE
THE ACCURACY WHICH MAY RESULT IN DISPUTES. A POINT WHICH WE WOULD RATHER AVOID.
PLEASE COMPLETE THE FOLLOWING:
| Seller of Domain Name
|
Buyer of Domain Name
|
| Name:____________________________________ |
Name:_____________________________________ |
| Title:_____________________________________ |
Title:______________________________________ |
| Email Address:______________________________ |
Email Address:_______________________________ |
|
Mailing Address:_____________________________
__________________________________________
|
Mailing Address:______________________________
___________________________________________
|
| Fax No.:___________________________________ |
Fax No.:____________________________________ |
| Daytime Phone No.:___________________________ |
Daytime Phone No.:___________________________ |
Domain name registration being transferred by Seller:____________________________________
Purchase price being paid by Buyer for the domain name registration (Do not
include Escrow Fee here):____________________
Who is paying the Escrow Fee (please circle one): Seller
Buyer
What is the amount of the Escrow Fee (based on Escrow Fee schedule):________________________
Reminder: If Buyer is paying the escrow fee, the fee amount should be
added to the purchase price when sending the funds to Vixa.com. By wire transfer
please note the following details. Our
Account is an Australian Dollar Account. Account Number 06-2016-10241208, Ecorpnu
Pty Ltd ESCROW Account. Bank's Name is Commonwealth Bank of Australia,
Address: Liverpool and Castlereagh Streets, Sydney, NSW, Australia. Website:
www.commbank.com.au
By cheque/bankdraft, the buyer should make the check for the domain name registration
purchase price out to Ecorpnu Pty LTD Escrow Account. If the buyer
is paying the Escrow Fee amount should be added to the check. Please
remember to write the Domain Name and the word "Escrow" in the memo field on
the check.
DEFAULT WAITING PERIOD: Unless both the Buyer and Seller elect otherwise,
the transfer of registrant transaction is subject to a three business day waiting
period. During the waiting period, either Buyer or Seller can cancel
the transaction for whatever reason and the purchase amount will be returned
to the Buyer. THE TRANSACTION CAN ONLY BE CANCELED IF VIXA.COM RECEIVES
THE REQUIRED CANCELLATION NOTICE BY 5:00 P.M. ON THE LAST BUSINESS DAY OF THE
WAITING PERIOD. The form of cancellation notice that must be used
is attached to the end of the Escrow Agreement. The terms and conditions
regarding the waiting period are contained in the attached terms and conditions
and should be reviewed carefully.
To waive the Waiting Period, both Buyer and Seller must check and sign below.
WAIVER OF WAITING PERIOD
| Seller's Signature:__________________ |
Buyer's Signature:__________________ |
| Name:___________________________ |
Name:___________________________ |
| Title:____________________________ |
Title:____________________________ |
| Date:____________________________ |
Date:____________________________ |
ACCEPTANCE OF ESCROW SERVICES TERMS AND CONDITIONS
| Seller's Signature:_________________ |
Buyer's Signature:_________________ |
Vixa.com also requires the following in order to process this agreement:
| ___ 1 - |
Please read the following
carefully and if you have questions, please email it to us at escrow@vixa.com
|
| ___ 2- |
Escrow Agreement signed
by both Buyer and Seller (above) |
| ___ 3- |
Check for the purchase
price or wire transfer information. Please identify the domain
name being transferred in the memo field of the check.
|
| ___ 4- |
Escrow Fee (if being paid
by the Buyer) - added to the purchase price for the domain name registration. |
| ___ 5- |
Seller's wire transfer
instructions if Seller wants to receive the Purchase Price by wire transfer. |
Once all the information
and signatures above have been provided, please fax, messenger, or overnight
express mail the entire document, along with all requested information, to:
Ecorpnu Pty LTD
C/o Vixa.com.
Customer Support/Domain Name Registration Transfers
1 Roma Ave
Kensington NSW 2033, Australia
or
P.O.Box 1460
Strawberry Hills,
NSW 2012
Australia
(1)
(509) 696-4812 (United States) FAX
ONLY
(61) (411) 068897
(Australia) MOBILE/SMS ONLY
(61) (2) 9315-2291
(Australia) Land -Line ONLY
Email: escrow@vixa.com
or info@vixa.com
or khkwan@yahoo.com
(Managing Director for urgent cases)
TO BE COMPLETED BY SELLER ONLY, IF APPLICABLE
If the seller wants to be paid by wire transfer instead of by check, the seller
must provide the following information and signature:
Bank:(Full Name)______________________________________________________________________________
Branch: (Including Address)______________________________________________________________________
Account No:(Including Bank's number, ask your bank)___________________________________________________
Account Name:________________________________________________________________________________
Type of Account _______________________________________________________________________________
Other Instructions if applicable:_____________________________________________________________________
Signature*:____________________________
*By signing here, Seller acknowledges and agrees that a $50 wire transfer fee
will be withheld by Vixa.com from the purchase price.
TERMS AND CONDITIONS
1. Transfer Documents and Purchase Price
Seller shall provide the signed and notarized Letter of Authorization and the
signed Transfer of Registrant Agreement (collectively the "Transfer Documents"),
and Buyer shall provide an amount in funds equal to the purchase price (the "Purchase
Price") agreed to by the Buyer and Seller for the transfer of registrant of the
domain name(s).
Vixa.com shall hold the Purchase Price in an account until it is released to the
Seller or returned to the Buyer in accordance with the terms of this Agreement. Neither
Buyer nor Seller shall receive interest on the Purchase Price.
2. Escrow Service
a. Activation of Escrow
The Escrow will be activated upon Vixa.com's receipt of the Transfer Documents
and Purchase Price (along with the Escrow Fee, if payable by Buyer) and its notification
to the Buyer and Seller of such receipt. Vixa.com shall so notify the
Buyer and Seller by electronic mail (the "Escrow Activation Notice").
b. Optional Three Business Day Waiting Period
Once Vixa.com transmits the Escrow Activation Notice, a three (3) business day
waiting period starts (the "Waiting Period"), unless such Waiting Period has been
waived. During the Waiting Period, either or both of Buyer and Seller
have the option to break Escrow and cancel the transfer of registrant transaction
for any reason by transmitting, by fax, a signed and notarized cancellation notice
(the "Cancellation Notice") to Vixa.com. The form of Cancellation Notice
that must be used is attached at the end of this Escrow Agreement. A
Cancellation Fee is payable by the party initiating the cancellation. Vixa.com
must receive the written Cancellation Notice no later than 5:00 p.m. on the third
business day of the Waiting Period. If the third business day falls
on a weekend or a holiday, then on the next business day. If the Waiting
Period is waived, then neither the Buyer or Seller may break escrow and cancel
the transfer.
c. Valid Cancellation Notice Received
If Vixa.com receives a timely and complete Cancellation Notice during the Waiting
Period, then Vixa.com shall not process the Transfer Documents and shall return
the Purchase Price to the Buyer within five (5) business days. Vixa.com's
duties as Escrow Agent shall then terminate with respect to the Escrow Agreement.
d. Termination of Escrow
Once the Purchase Price funds become available (i.e., the bank check clears or
Vixa.com receives the wire transfer of the Purchase Price from Buyer), and upon
the conclusion of the Waiting Period, if applicable, Vixa.com shall, within five
(5) business days, initiate the transfer of the domain name registration to Buyer. Once
WHOIS displays the Buyer's contact name, Vixa.com shall release the Purchase Price
to the Seller.
3. Escrow Fee
As consideration for Vixa.com's escrow services, Vixa.com shall be paid an Escrow
Fee (the "Escrow Fee") pursuant to the Escrow Fee Schedule which can be found
at http://www.Vixa.com/. The Buyer and Seller
shall decide between themselves how to allocate payment of the Escrow Fee. If
the Escrow Fee is paid by Seller, then Vixa.com shall deduct the amount of the
Escrow Fee from the Purchase Price; and if the Escrow Fee is paid by Buyer, Buyer
shall increase the amount of the Purchase Price by the amount of the Escrow Fee. If
a valid and timely Cancellation Notice is received by Vixa.com before the expiration
of the Waiting Period (unless such Waiting Period has been waived), or if Vixa.com
cancels the transfer pursuant to Section 6 below, then Vixa.com shall refund the
Escrow Fee. The Escrow Fee is nonrefundable in all other situations.
4. Transfer of Title
When Vixa.com transfers the domain name registration in accordance with this
Escrow Agreement, then (a) Seller shall no longer have any right, title, interest,
claim, and demand, either at law or in equity, to the domain name registration
being transferred, and (b) Buyer shall no longer have any right, title, interest,
claim, and demand, either at law or in equity, to the Purchase Price.
5. Limitation of Escrow Agent duties
Vixa.com's duties and responsibilities are limited to those expressly set forth
in this Escrow Agreement. Vixa.com is authorized to comply with and
obey laws, orders, judgments, decrees, and regulations of any governmental authority,
court, tribunal, or arbitrator. If Vixa.com complies with any such
law, order, judgment, decree, or regulation, Vixa.com shall not be liable to either
of the Buyer and Seller hereto or to any other person even if such law, order,
judgment, decree, or regulation is subsequently reversed, modified, annulled,
set aside, vacated, found to have been entered without jurisdiction, or found
to be in violation of or beyond the scope of a constitution or a law.
The Buyer and Seller each agree that Vixa.com will not be called upon to construe
any contract or instrument. Vixa.com shall not be bound by any notice of
a claim, or demand, or any waiver, modification, amendment, termination, cancellation,
or revision of this Escrow Agreement, unless it is a valid and timely Cancellation
Notice received before the expiration of the Waiting Period.
6. Disputes
If prior to Vixa.com's initiation of the transfer of the domain name registration
to Buyer, Vixa.com receives bona fide notice (as determined by Vixa.com
in its sole discretion) that there is a dispute pending with a third party under
the ICANN-adopted Uniform Dispute Resolution Policy, or that there is any other
dispute, whether pending or not, regarding the domain name registration being
transferred, or the registration transfer itself, Vixa.com has the full discretion
and authority to cancel this registrant transfer transaction. In such
case, Vixa.com will not process the Letter of Authorization and the Transfer
of Registrant Agreement and will release the Purchase Price (and Escrow Fee, if
paid by Buyer) to the Buyer. Vixa.com shall then have no further
obligations under this Escrow Agreement.
Buyer and Seller each agree to be bound by all terms and conditions of the Vixa.com's
Uniform Dispute Resolution Policy available at http://www.Vixa.com
(the "Dispute Policy").
7. No Representations or Warranties
VIXA.COM MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS
OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR VIXA.COM'S DOMAIN NAME REGISTRANT
TRANSFER SERVICE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, UNLESS SUCH REPRESENTATIONS OR WARRANTIES ARE
NOT LEGALLY EXCLUDABLE. WITHOUT ANY LIMITATION TO THE FOREGOING, VIXA.COM
MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER THAT REGISTRATION
AND TRANSFER OF REGISTRATION OF A DOMAIN NAME UNDER THIS AGREEMENT WILL IMMUNIZE
BUYER AND/OR SELLER FROM CHALLENGES TO THE DOMAIN NAME REGISTRATION OR REGISTRANT
TRANSFER, OR FROM SUSPENSION, CANCELLATION OR OTHER TRANSFER OF THE DOMAIN NAME
REGISTRATION THAT IS THE SUBJECT OF THIS AGREEMENT.
8. Limitation of Liability
THE BUYER AND SELLER AGREE THAT VIXA.COM'S RESPONSIBILITIES AND LIABILITIES UNDER
THIS ESCROW AGREEMENT EXCEPT AS A RESULT OF VIXA.COM'S WILLFUL MISCONDUCT OR GROSS
NEGLIGENCE, WILL TERMINATE UPON THE DELIVERY BY VIXA.COM OF THE PURCHASE PRICE
TO THE SELLER AND THE TRANSFER OF THE DOMAIN NAME REGISTRATION TO THE BUYER UNDER
THIS ESCROW AGREEMENT. VIXA.COM ALSO WILL NOT BE LIABLE FOR ANY INDIRECT,
SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS)
REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE),
OR OTHERWISE, EVEN IF VIXA.COM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN
NO EVENT SHALL VIXA.COM'S MAXIMUM AGGREGATE LIABILITY EXCEED THE LESSER OF THE
TOTAL AMOUNT PAID BY THE BUYER FOR THE DOMAIN NAME REGISTRATION AND BECAUSE
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL
OR INCIDENTAL DAMAGES, VIXA.COM'S LIABILITY IS LIMITED TO THE EXTENT PERMITTED
BY LAW OR USD 50 WHICHEVER IS APPLICABLE FIRST..
9. Indemnification of Vixa.com
The Buyer and Seller, jointly and severally, agree to defend, indemnify and hold
harmless Vixa.com for any loss, damages or costs, including reasonable attorneys'
fees, resulting from any and all claims, actions or demands arising out of or
based upon any act or omission (alleged or otherwise) by Vixa.com or any other
cause, in any case in connection with Vixa.com's acceptance of, or the performance
or non-performance of, any of Vixa.com's duties under this Escrow Agreement. Vixa.com
shall be fully protected by acting in reliance upon the provisions of this Escrow
Agreement. This indemnification is in addition to any indemnification
required under the Dispute Policy.
10. Governing Law
Except as otherwise set forth in the Dispute Policy with respect to disputes,
this Escrow Agreement, the respective rights and obligations of the Buyer and
Seller and all actions contemplated by this Escrow Agreement shall be governed
by the law of the Commonwealth of Australia and the State of New South Wales,
as if the Escrow Agreement was a contract wholly entered into and wholly performed
within the State of New South Wales.
11. Further Action
If either or both of the Buyer and Seller are required to take additional actions
or execute additional documents reasonably necessary to effectuate the purposes
of this Escrow Agreement, the Buyer and Seller hereby agree that, at their respective
expense, they will take such additional actions and/or execute and deliver such
additional documents.
12. Notices
The Buyer and Seller agree that any notices required to be given to the Buyer
and Seller under this Escrow Agreement by Vixa.com will be deemed to have
been given if delivered in accordance with the contact information Buyer and Seller
have provided to Vixa.com.
13. General
This Escrow Agreement and the Dispute Policy, together with all modifications,
constitute the complete and exclusive agreement between and among the Buyer and
Seller and Vixa.com concerning use of Vixa.com as Escrow Agent.