1. Background
The MAXdomains Escrow Service (the "Service") is
provided to you effective [enter date of Agreement]
("Effective Date") by ProQuality Corporation
("ProQuality") under the terms and conditions of this
Agreement and the Internet Domain Name Purchase
Agreement ("Purchase Agreement") between [enter Buyer's
name] ("Buyer") and [enter Seller's name] ("Seller"),
collectively referred to as "Users" of the domain name
[enter domain name] ("Domain Name").
Users have entered into a Purchase Agreement first
referenced above for the purchase and sale of the
Domain Name, dated [enter date of Agreement]. Under
the Purchase Agreement, Seller has agreed to sell to
Buyer all of his rights, title, and interest in and to
the Domain Name. Registration of the transfer of
ownership of the Domain Name will occur over a period
of time ("Time Period"), during which Seller wants to
be assured of the availability of the funds necessary
to cover the purchase price as agreed upon in the
Purchase Agreement ("Purchase Price"). Users have
agreed to deposit the Purchase Price with the Service
pursuant to the terms of this Agreement, which shall
hold the payment in trust and shall release the payment
pursuant to the terms of this agreement.
2. Purchase Agreement
The terms and conditions of the Purchase Agreement
are incorporated herein by reference. In the event of
a conflict between the terms of the Purchase Agreement
and this Agreement, this Agreement shall govern.
Capitalized terms used in this Agreement and which
are not otherwise defined, shall be interpreted
according to their respective definitions in the
Purchase Agreement.
3. Obligations
(i) Upon execution of this Agreement and the
Purchase Agreement, Buyer shall transfer to a bank
account ("Escrow Account"), to be determined by
ProQuality, the total Purchase Price as provided for in
the Purchase Agreement. Such funds shall be received
in the Escrow Account no later than 5 business days
following execution of the Purchase Agreement, and
Buyer shall send a written confirmation to ProQuality
of such deposit.
(ii) Upon ProQuality's receiving confirmation
from its bank of the clearing of such funds into the
Escrow Account, ProQuality shall inform the Seller that
such funds have been received and to proceed with
Domain Name transfer procedures.
(iii) Within two (2) business days of the parties'
receiving notification confirming transfer of the
Domain Name's registration from Seller to Buyer, as
will be evidenced in the publicly available NSI Whois
database, ProQuality will release the Purchase Price to
the Seller, minus escrow fees and service charges.
4. Truth of Statements
The parties agree that the use of the Service is
subject to all applicable local, state, federal, and
international laws and regulations. Users agree to
provide true and accurate information about themselves
and any other information required with regard to the
transaction contemplated by this Agreement, the
Purchase Agreement, and the RNCA. No User will use or
submit any inaccurate or false information or otherwise
impersonate any person or entity or user name or alias
that they are not authorized to use. ProQuality may,
at its sole discretion, immediately terminate the
Services should either party fail to conform with these
terms and conditions.
5. Failure to Transact
If transfer of registration of the Domain Name
from Seller to Buyer has not been concluded within four
(4) months of the date of this Agreement, the entire
amount submitted to the escrow account by the Buyer
shall be remitted to the Buyer and any and all
Agreements shall be considered to have been cancelled.
6. Limitation of Liability
Users agree to idemnify and hold ProQuality
(including its subsidiaries, affiliates, officers,
directors, employees, heirs, assigns, and
representatives) harmless from any claim, demand, cost,
expense, or charge, including, but not limited to,
attorneys' fees, made by any third party, or by either
of the Users, arising from or in connection with the
Services, or breach or infringement of the terms and
conditions of this Agreement or the Purchase Agreement
or the RNCA, except to the extent that such claims,
demands, costs, expenses, or charges allege or are
proximately caused by the willful wrongdoing or gross
negligence of ProQuality.
7. Arbitration
Any controversy or claim arising out of or in
connection with this Agreement or the breach thereof,
shall be settled by arbitration, in Rochester, New
York, in accordance with the prevailing rules of
commercial arbitration of the American Arbitration
Association, and judgment on the award granted by the
arbitrator may be entered in any court having
jurisdiction thereon. The parties agree that any such
arbitration shall be held within thirty (30) days of
first submitting the demand for arbitration, and unless
all parties agree otherwise, the hearing shall not
exceed one (1) day.
8. General
(i) This Agreement is personal to Users, and no
party may assign or transfer any of his/her rights
or obligations hereunder without the express
written consent to this Agreement.
(ii) This Agreement shall be governed by or
construed in accordance with the laws of the State
of New York, excluding its conflict of law
provisions. The parties consent to the exclusive
jurisdiction of the courts of the State of New
York and the federal courts situated therein in
connection with any action arising from or in
connection with this Agreement. If any provision
of this Agreement is held by a court of competent
jurisdiction to be void or contrary to law, such
provision shall be construed as nearly as possible
to reflect the intentions of the party with the
other provisions remaining in full force and
effect.
IN WITNESS WHEREOF, the parties have caused this
Agreement to be executed as of the day and year first
written above.
Seller: ______________________________ (type)
By:___________________________ (signature)
Name:_________________________ (type)
Title:__________________________
Buyer: ______________________________ (type)
By:___________________________ (signature)
Name:_________________________ (type)
Title:__________________________
Transfer Agent: ProQuality Corporation
By:___________________________ (signature)
Name:_________________________ (type)
Title:__________________________
Ref: DOMAIN NAME: [insert domain name here]
Escrow Service Charges
All charges for this Escrow Service are deducted from the amount
in Escrow. The charges are as follows:
Domain Name Sale Price
$100 - $10,000
$10,001 - $20,000
$20,001 - $40,000
$40,001 - $60,000
over $60,001
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Service Charge
$25 + 3% of the selling price
$25 + 2.5% of the selling price
$25 + 2% of the selling price
$25 + 1.5% of the selling price
$25 + 1% of the selling price
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