RICK LATONA AUCTIONS TERMS OF SERVICE AGREEMENT
Rick Latona Auctions, LLC (“RLA”) is proud to welcome you to the leader in domain auctions!
This Terms of Service Agreement ("Agreement”) governs your use and involvement in any of the auctions produced or conducted by RLA. This Agreement also governs your use of this or any web site owned or operated by, and/or services offered by RLA, a Georgia Limited Liability Company. This Agreement contains the terms and conditions applicable to your use of our services ("Services") available under or through RLA’s websites, including the domains, sub-domains, folders, sub-folders and affiliated domains of www.ricklatona.com (collectively, the "Site"). For purposes of this Agreement the term “Bidder” is also synonymous with “you” and “your” and all such terms refer to the user of the Site and Services.
IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU ARE NOT ALLOWED ACCESS TO OUR SITE OR SERVICES. YOUR USE OF THE SITE OR SERVICES IS YOUR EXPLICIT AGREEMENT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND SAID TERMS AND CONDITIONS ARE AND SHALL BE BINDING ON YOU FROM YOUR FIRST USE OF THE SITE FORWARD.
1. WHO MAY USE THIS SITE
You may use and/or register for the Site or Services if you are at least 18 years old. You are not allowed to use this Site and Services if you are in a jurisdiction where this Site or Services or the use thereof are illegal or not allowed by local law or regulation. You are responsible for the determination of your legal right to use the Site or Services. You may be blocked from using the Site or Services if you live in certain countries or jurisdictions. Any decision to block your access to the Site and Services may be based solely on the judgment and discretion of RLA.
If you are registering as a business entity, you represent that you have the authority to bind the entity to this Agreement and to act on behalf of the business entity in actions you take while accessing the Site and Services of RLA. If you are not yet 18, are not authorized to act on behalf of your business entity, do not have the capacity to enter into contracts, are easily offended, or are accessing this Site from any country where material or Services offered on this Site is prohibited or illegal, you do not have permission to access the Site or use the Services.
2. REGISTRATION AND TERM FOR RICK LATONA AUCTIONS
RLA is proud to invite you to register for your FREE account so you may access RLA’s Site and Services. RLA does charge fees for various Services and you are given an opportunity to review and accept the fees that will be charged in connection with certain Services on the Site prior to the use of said Services. Once registered, you will remain a registered user of this Site and Services until and unless said registration is canceled by either you or RLA.
You are responsible for all applicable taxes (except for RLA’s income taxes), costs, hardware, software, services and all other costs and expenses related to the Services or your activity conducted through the Site. RLA may, in its sole discretion, add, delete or change any of the Services provided or the fees charged by RLA at any time. RLA’s fees will be posted on the Site, and the applicable Services and fees will be binding when posted. No advance notice is required for any change in Services offered or fees charged. Unless otherwise stated, all fees and currency amounts are quoted in United States Dollars.
Until and unless terminated by you or RLA, your status as an eligible or registered user will continue indefinitely, and fees for services will be charged as described on the Site. RLA may terminate this Agreement and your access to the Site and related Services at any time, with or without cause, and with or without notice. Upon termination of your right to use the Site, you will no longer have access to any data or information you had previously created, maintained, managed, or stored in the Site or RLA’s systems. RLA is under no obligation to maintain any such data or information.
3. RLA AUCTIONS-BIDDER RESPONSIBILITES
The Site serves as an auction platform to allow you to buy Domains, complete web sites, web-based businesses and/or domain related intellectual property (collectively referred to herein as "Domains"). For each domain for sale in an RLA Auction, the description will include any content, licenses, business or domain related intellectual property to be sold with the Domain.
Before bidding to purchase a domain through one of the RLA Auctions, you bear the responsibility to perform any and all research necessary to ensure that you are aware of any factors affecting the registration, price, value and use of the Domain. This research includes, but is not limited to the applicable annual registration fees required to maintain your registration of and use of the Domain, that your prospective use of the Domain will not infringe the rights of any third parties, and that you have all the information necessary to make an informed purchasing decision.
4. RLA ONLINE AUCTION SERVICES
Periodically, RLA will offer online domain auctions in conjunction with a live domain auctions whereby the auction begins online and is concluded in a live auction or a combination of a live and online auction at the same time.
A. Auction Period
The Site will set out the Auction Period and how the auction will conclude. The Site will also detail the date and time of the live auction component of the auction. Likewise the Site will detail any auction information such as whether there is a reserve or minimum bid attached to the Domain being auctioned. The reserve amount may or may not be disclosed at the option of the Seller.
The winning bid in an RLA Auction will be the highest valid offer made during the Auction Period so long as the Auction Period was not canceled by RLA in accordance with these terms and conditions and the highest valid offer is above the reserve and/or minimum set by Seller.
During the Auction Period, the current highest offer made on a particular Domain will be indicated on the Site. Bidders may then enter the Auction by placing higher offers. All offers will be construed as firm offers to buy the Domain for the offered price entered by the Bidder in accordance with the terms outlined in this Agreement. Once you place a bid, you may NOT retract the bid.
If a valid offer is placed on a Domain during the Auction Period, and the Auction was not canceled by RLA, a legally binding contract exists between the Seller and the prospective Buyer who placed the highest bid as reflected at the end of the Auction Period. This contract exists even if the RLA bidding page is not available at the end of the Auction Period.
After the Auction Period ends, here is how RLA handles Settlement:
1. Seller will transfer the Domain to RLA ;
2. You will make payment to RLA via wire transfer no later than five (5) business days from the end of the RLA Auction, but the time for payment may be extended with approval from RLA; and
3. RLA will transfer the Domain to you.
C. Escrow Option
The Bidder may, by separate agreement, request the services of an Escrow agent to complete this transaction, however, the escrow agent shall be chosen at the sole discretion of RLA and the rules and regulations of said escrow agency shall be followed and agreed to by the Buyer and Seller.
D. RLA Right to Cancel Auction
RLA reserves the right, at RLA’s sole discretion and judgment, to cancel a Domain Auction at any time, including, but not limited to, during the course of or after the conclusion of an active auction. If the Auction is cancelled, any contractual relationship between the Seller and the highest bidder and/or the person who made the last offer before the Auction Period ends, that may have existed will cease.
E. RLA’s Right to Eliminate Offers-Deleting Bids Made in Error
RLA reserves the right to delete individual bids during the Auction Period if it believes that such bids were placed clearly erroneously, by mistake, or were determined not to be a bona fide firm offer to buy the Domain. Mistake on the part of the Bidder must be reasonably obvious and the Bidder must communicate the mistake to RLA, in writing and within a reasonable amount of time prior to the end of the Auction. The Buyer may not claim mistake with the purpose of interfering with or circumventing the completion of a transaction and so a claim of mistake will only be accepted if reasonably obvious that a mistake was made. The definition of “reasonably obvious” shall be solely based on the judgment and discretion of RLA and in no way shall RLA be liable or assume any liability to either Buyer or Seller for the exercise of discretion as set forth in this provision.
F. RLA’s Rights to Eliminate Offers -Deleting Bids Made Fraudulently
RLA reserves the right to delete individual bids during the Auction Period if it believes that such bids were fraudulent, fake, “shill” bids or were determined not to be a bona fide firm offer. RLA reserves the right to contact you to verify your identity, the validity of the bid, as well as request documents to support the validity of your bid(s). If RLA is not able to verify the information in a reasonable amount of time, please be advised that RLA has the right to delete any bid without recourse from the Bidder. RLA may suspend your account at any time if it is found you have placed a fraudulent bid during an Auction Period. In the event that RLA invalidates a current high bid, the next highest bid, including the previous high bid, shall take the place of the active high bid with all due obligations should such bid remain the high bid at the close of the auction.
RLA in no way guarantees or further warrants that the Site will be permanently accessible. If the Site is not accessible, the Seller may not, in the future, refer to a potentially higher bid during this time period as a mechanism for not following through with a sale. Furthermore, a potential bidder may not argue, for the same purposes, that he would have been the highest bidder for the Domain Auction if the webpage would have been available.
H. Auctions with Reserve Price
The Seller has the right to set a reserve price for which he is willing to sell a Domain (“Reserve Price”). During the Auction Period, the current highest bid will be indicated on the Site. In addition, it will be indicated on the Site if the current highest bid is lower than the Reserve Price, though the Reserve Price may not be revealed. If the Reserve Price is not reached within the Auction Period, the Domain will not be sold to any of the Bidders. The Seller reserves the right to lower the Reserve Price during the Auction Period but shall not raise the Reserve Price under any conditions.
5. DOMAIN AUCTION RULES
All Domains to be sold in an RLA Auction are subject to all of the conditions, limitations, and restrictions contained in Domain registration agreement between the Seller and the applicable third-party Domain registrar. As such, the transferability of the Domain registration may be limited or otherwise subject to conditions imposed by the Domain registrar. Nothing in this Agreement or on the Site shall be construed to imply that the Seller possesses any rights to a Domain beyond those specified in the Seller's agreement with the relevant Domain registrar. When referencing a Domain as the object of a purchase and sale transaction within these terms, the term “Domain” shall specifically refer to any and all rights the Seller may possess with regard to the registration of a particular Domain under its Domain registration agreement with a Domain registrar. In the event a domain is not able to be transferred for any reason, the Bidder will have his money refunded.
You will not yourself, nor will you allow or enable another, to directly or indirectly interfere or attempt to interfere with the operations of the Site or the Services.
All bids, payments and pricing shall be in United States Dollars.
6. OPTIONAL ESCROW SERVICES
Bidder has the option, at Bidder’s sole expense and choice, to utilize an escrow service to complete the domain purchase transaction. RLA shall have the sole authority and discretion to choose an escrow company to be available to Bidder for use to complete any purchase transaction. Seller agrees to be bound by the terms and conditions of the escrow service. RLA reserves the right to change escrow services and to exercise sole discretion in the choice of escrow services to be used in the sale of the Domains. If you are interested in taking advantage of the optional escrow services, please contact us at firstname.lastname@example.org.
7. PUBLICATION RIGHTS
You agree that RLA shall have the right to publish the name of any Domain sold as well as the respective purchase price on the Site or in other places for reference purposes.
8. DISPUTE BETWEEN THE PARTIES
In the event that the purchase price to be paid by the Bidder has been transferred to RLA and the Domain has been transferred to the Bidder, then neither party may seek cancellation of the sale. In the event that the parties become involved in a dispute at any time during the transfer and escrow process, RLA may set a reasonable deadline for the parties to reach an agreement. In the event that said deadline passes without a resolution, RLA shall then be entitled to release the purchase price to the Seller and the Domain to the Bidder.
BIDDER AND SELLER AGREE THAT RLA SHALL NOT BE LIABLE FOR DETRIMENT OR DAMAGES ORIGINATING FROM A FAILED TRANSFER PROVIDED THAT SUCH CLAIMS ARE NOT BASED UPON THE INTENTIONAL WRONGDOING OR GROSS NEGLIGENCE OF RLA, ITS STATUTORY REPRESENTATIVES OR VICARIOUS AGENTS.
9. INTELLECTUAL PROPERTY
If you believe that your work has been copied and is accessible on the Site in a way that constitutes copyright infringement, please notify RLA’s designated agent for copyright matters, to wit: Matthew P. Collins, General Counsel, Rick Latona Auctions, LLC, PO Box 191062, Atlanta, GA 31119 email@example.com in writing and provide the following information: your name; your email address; your mailing address; your phone number; the URL, path or other specific location where the allegedly infringing material is located; description of the allegedly infringing work, including the URL, path or other specific location where the copyrighted work may be found for comparison; and your relationship to the owner of the allegedly infringed work. All contents of the Site are: Copyright 2008 RickLatonaAuctions.com and/or its suppliers. All rights reserved.
10. DOMAIN SELLERS
To become a Seller in an RLA Auction, please go to the SUBMIT YOUR DOMAINS tab at www.ricklatona.com under the AUCTIONS header.
11. MISCELLANEOUS PROVISIONS
A. RELATIONSHIP OF THE PARTIES: RLA is retained hereunder as an independent contractor and nothing herein contained shall create an employer/employee, principal/agent, partnership or joint venture relationship between the Parties.
B. CONFIDENTIALITY: Each Party agrees that it shall not disclose the terms of this Agreement to any person or persons except as required by applicable law or compelled by a court of competent jurisdiction. Notwithstanding the foregoing, this provision shall not apply to disclosures made by either party to their agents, employees and advisors to whom such disclosure is necessary in order to perform pursuant to this Agreement.
C. ATTORNEY’S FEES AND COSTS: In connection with any litigation arising out of this Agreement, the prevailing party shall be entitled to recover all costs incurred, including reasonable attorney’s fees, for services rendered in connection with such litigation, including appellate proceedings and post-judgment proceedings.
D. NOTICES: Any notice required or permitted to be delivered pursuant to this Agreement must be delivered by facsimile, U.S. Mail, certified or registered mail, or overnight courier, and addressed to you to the email or mailing address you have submitted as part of your registration; and to RLA to wit: Rick Latona Auctions, LLC, 405 Brentwood Drive, Atlanta, Georgia 30305, firstname.lastname@example.org with a copy to Matthew P. Collins, PO Box 191062, Atlanta, Georgia 31119.
E. GOVERNING LAW: This Agreement shall be governed by, and construed in accordance with, the laws of the State of Georgia, without respect to its conflict of laws provisions. Venue for any litigation arising under, or in connection with, this Agreement shall be in Fulton County, Atlanta, Georgia. The parties agree to confer jurisdiction for any and all actions concerning this Agreement, upon the state or superior courts of Fulton County, Atlanta, Georgia.
F. ENTIRE AGREEMENT: This Agreement constitutes and represents the entire agreement between the Parties and supersedes any prior understandings or agreements, written or oral, between the Parties respecting the subject matter of this Agreement. This Agreement shall inure to the benefit of and shall be binding upon the Parties and their respective successors and assigns. If any provision of this Agreement shall be determined to be invalid, void or illegal, such provision shall be construed and amended in a manner which would permit its enforcement, but in no event shall such provision affect, impair or invalidate any other provision in this Agreement.
G. MODIFICATION: The parties agree and understand that RLA may modify and amend this agreement at its discretion and said revised Agreement shall become effective upon the posting of the Agreement upon the Site. You agree that any modified or amended Terms of Service shall be binding on you and accepted by you upon your first use of the Site or Services after the posting of the revised or modified Agreement on the Site.
H. FORCE MAJEURE: RLA shall not be liable for any failure of performance due to causes beyond RLA’s control, including, but not limited to: acts of God, fire, flood or other catastrophes; any law, order, regulation, or governmental action, national emergencies, insurrections, riots or wars; unavailability of internet connectivity; however, RLA shall use commercially reasonable efforts to eliminate such event.
I. LIMITATION OF WARRANTY AND LIABILITY: ALL SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND RLA EXCLUDES ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED ARISING BY OPERATION OF LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND TITLE, AS WELL AS ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. RLA DOES NOT WARRANT OR GUARANTY THAT THE AUCTION SERVICE WILL RESULT IN THE SALE OF THE DOMAINS NOR DOES RLA GUARANTEE THAT THE AUCTION WILL OPERATE WITHOUT FAULT, ERROR OR INTERRUPTION. SELLER’S SOLE AND EXCLUSIVE REMEDY FOR FAILURE TO PROVIDE THE SERVICES PROMISED HEREIN IS TO TERMINATE THIS AGREEMENT. THE LIABILITY OF RLA FOR DAMAGES ARISING OUT OF THE FURNISHING OF SERVICES PURSUANT TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO MISTAKES, OMISSIONS, INTERRUPTIONS, DELAYS, TORTIOUS CONDUCT, ERRORS OR OTHER DEFECTS, REPRESENTATIONS, OR ARISING OUT OF THE FAILURE TO FURNISH SERVICE, WHETHER CAUSED BY ACTS OF COMMISSION OR OMISSION, OR ANY OTHER DAMAGE OCCURING SHALL BE LIMITED TO THE FEE PAID BY SELLER TO RLA PURSUANT TO THIS AGREEMENT AND IN NO WAY SHALL RLA’S LIABILITY EXCEEDANY FEE CHARGED TO YOU FOR THAT SPECIFIC SERVICE. RLA SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS OR LOST REVENUES), WHETHER CAUSED BY THE ACTS OR OMISSIONS OF RLA’S EMPLOYEES OR REPRESENTATIVES, CULPABLE NEGLIGENCE, OR WILLFUL MISCONDUCT REGARDLESS OF WHETHER SUCH PARTY HAS BEEN INFORMED OF THE LIKELIHOOD OF SUCH DAMAGES.
J. ASSIGNMENT: You may not assign your rights and obligations under this Agreement without the express written consent of RLA, which will not unreasonably be withheld. Notwithstanding the foregoing, RLA may assign or transfer this Agreement without notice to an RLA affiliate or successor in interest.
K. SEVERABILITY: Should any provision of this Agreement be held to be void, invalid, or inoperative, the remaining provisions of this Agreement shall not be affected and shall continue in effect and the invalid provision shall be deemed modified to the least degree necessary to remedy such invalidity and maintain the parties’ original intent.
L. HEADINGS AND COUNTERPARTS: As used in this Agreement, captions and paragraph headings are provided solely for convenience and shall not be deemed to restrict, limit or interpret the meaning of the text. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Photocopies, signatures reproduced by mechanical, digital or other means, and/or facsimile transmittal signature pages may be used instead of originals.