a. General Provisions
Transactions performed by a Buyer and Seller on the Company site shall be governed by the Uniform Electronic Transactions Act and the Massachusetts Financial Code governing Escrow Regulations. A person or entity offering domain names and intellectual property for sale, and desiring to use the Company site in order to close such a sale, shall hereinafter be referred to as (“Seller”). A person or entity desiring to purchase domain names and intellectual property from a Seller, by use of the Company site for completing the purchase shall be referred to as (“Buyer”). The use of a Company site (by the Buyer and Seller) for purposes of effectuating an escrowed transfer of ownership of domain name and intellectual property shall be referred to as a (“Transaction”). The term “Close of Escrow” shall refer to the completion of the Transaction by Buyer and Seller. Funds deposited into escrow by the parties shall be referred to as “Escrow Funds”
b. Instructions and Deposit of Funds into Escrow
Once the Buyer and Seller have agreed to a price for a specific underlying Transaction, the detail screens and other directions provided by Company constitute the escrow instructions to govern the Transaction between the Buyer and Seller (the “Transaction Escrow Instructions”). Should it become necessary to add a supplemental instruction(s), or to make any addition to, deletion from, or alteration to the Transaction Escrow Instructions, all parties (Buyer, Seller and the Company) must execute (by digital signature, legal agreement, email correspondence or by another method mutually agreed upon by both parties) any supplemental instruction, addition, deletion or alteration thereto (collectively the “Supplemental Escrow Instruction(s)”). Company may accept instructions that are created, generated, sent, communicated, received or stored by electronic means or received via fax or email, and the parties to the Transaction hereby agree to conduct the Transaction electronically. The parties acknowledge that by entering into the Transaction Escrow Instructions, they are able to electronically receive the Transaction Escrow Instructions, including via the Company’s site, or by email, download the Transaction Escrow Instructions and print the Transaction Escrow Instructions. Should any of the parties be unable to receive the Transaction Escrow Instructions electronically, download or print the Transaction Escrow Instructions, Company shall email or fax a true and correct copy of the instructions to the person within 48 hours, upon request from the party.
Buyer agrees to deliver to Company or its designated escrow holder (“Escrow Holder”) any required down payment in the form of immediately available funds.
c. Domain Name(s)
In the event the personal property being transferred in this Transaction qualifies as a “domain name,” Escrow Holder is instructed to close only when the transfer of the domain name has been confirmed, and the Buyer has complied with its obligations and accepted the transfer. Seller shall transfer a domain name(s) to Buyer based upon information provided in Buyer’s profile. In general, Escrow Holder will provide its own domain escrow account at the ICANN Accredited Registrar EnCirca to help facilitate such transactions. However, if Seller is instructed to change ownership at a registrar other than EnCirca, Seller agrees to provide the username and password, if any, necessary to access and transfer the domain name prior to the release of funds. EnCirca is an ICANN Accredited Domain Name Registrar and may effect the change of ownership through the EnCirca escrow accounts located within the applicable registrars. Domain names generally move from the Seller’s account to this escrow account (where the Company becomes the legal owner and registrant) before funds are received into escrow from Buyer, although the domain name may also move after funds are received. For clarity, Buyer and Seller acknowledge that Company (or one if its affiliates) will become the legal owner and registrant of the domain name during the escrow process before reselling the domain name to the Buyer. Our escrow account for funds transfer will be provided through Citizen’s Bank or other reputable financial institutions.
Once escrow fees have been deposited, in the event that Seller fails to effect the change of ownership into escrow (or, if applicable, failed to change ownership at another registrar approved by Escrow Holder) within the required time period specified by Company, Buyer may request a refund of the deposited funds. The request for refund shall be submitted to escrow@EnCirca.com. Buyer hereby agrees that the entire escrow fee may be deducted from his/her/its refund regardless of any other previous arrangement for allocation of the escrow fee that may have been made between Buyer and Seller. If Buyer has failed to submit funds into escrow within the required time period upon which Buyer and Seller have mutually agreed and Seller has moved domain name into escrow or changed ownership at another registrar within that time period, and the domain name is being held in the Company escrow account, Seller will receive the domain back into their EnCirca/ EnCirca account and the transaction will be officially canceled, but such cancellation shall not limit any other rights or remedies of Company.
e. Dispute Resolution
f. Time Limits
If, for any reason, you are unable to gain access to the Company site to inform us of any acceptance, rejection or issues with change of ownership of domain names, then you must notify the Company within the applicable time limit either by calling us at (781) 942-9975 or by emailing us at escrow@EnCirca.com.
g. Timing of Payment
h. Method of Payment
Electronic bank wire will be the method used to receive funds associated with this transaction. All escrow fund disbursements shall be made to Seller or Buyer (in the case of a refund), by mailing an account check, PayPal payment, or Money Wire, unless otherwise requested by the payee. Both Buyer and Seller understand that there are handling and processing fees due to Escrow when funds are processed as payment for domain name transactions.
i. Finality of Payment
Once the Company receives the final payment and the domain name into escrow, the escrow fees shall be disbursed to the Seller, minus commissions, processing and handling fees, etc. Upon any payment or other disposition of the Escrow Funds, the Transaction shall be deemed closed and final with no further obligation on the part of Buyer, Seller, or the Company.
j. Escrow Funds
k. Unclaimed Funds
To the extent permitted by law, we are entitled to all funds considered to be unclaimed and held in escrow for a period of two (2) years.
l. Communication Between Parties
Unless otherwise agreed upon by all parties, all communication from the Company to Buyer and Seller will be either by the Company site (via the “My Account” area or similar area used for such communications) or by email, fax, and/or by phone to the last address or phone number provided in the user profile. Buyer and Seller agree to use the Company’s site to verify the accuracy of all email communications from the Company. If you are unable to use the Company’s site, you may contact us by telephone at (781) 942-9975 Monday through Friday, during the hours of 8:30 a.m. to 6 p.m., Eastern Standard Time, to make arrangements for alternative methods of signature and acknowledgment of the Transaction Escrow Instructions. Buyer, Seller and the Company shall only be required to agree to employ alternative communication methods which are reasonable accommodations under the circumstances of the Transaction.
m. Our Rights
If any dispute arises between the Buyer and Seller, and such dispute is not resolved within a reasonable time, or if any conflicting demand shall be made upon the Company, the Company shall not be required to take any action until such time as the Company receives written instructions signed by all parties.
o. Services Not Included/Disclaimer
q. Entire Agreement
r. Severability; Headings
If any provision herein is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. Headings are for reference purposes only and in no way define, limit, construe or describe the cope or extent of such section.
s. Escrow Fees
Funds will be deducted by the Company from funds received by the Buyer prior to disbursement to the Seller, with a $100.00 minimum fee. In addition, costs for accepting and receiving bank wires may apply, which will not exceed $30 per wire.
|Sales Price (US$)||Escrow Fee (US$)|
|$1.00-$50,000||0.03 of the total|
|$50,000-$100,000||0.02 of the total|
|$100,000+||0.01 of the total|
t. Initiate escrow process
Seller should provide contact details for both Seller and Buyer. Fax to +1.781.823.8911.
Domain Name(s): _______________________
|Seller’s Name: _______________________||Buyer’s Name: _______________________|
|Seller’s Email: _______________________||Buyer’s Email: _______________________|
|Seller’s Telephone: _______________________||Buyer’s Telephone: _______________________|
|Seller’s Signature: _______________________||Buyer’s Signature: _______________________|