Saw.com Terms of Service
This Brokerage Services Agreement (“Agreement”) is between Saw.com INC., a Florida Corporation, whose address is 1655 East Semoran Avenue, Apopka Florida, 32703 (“Broker”), For the purposes of this Agreement, Broker and Client are referred to collectively as the “Parties” and the “Effective Date” is the date once both parties have executed this agreement.
Introduction. Client is the owner of a certain Internet domain names, (the “Domain Names”) and wants to retain Broker to broker the sale of the Domain Names on the terms and conditions herein. In consideration of the mutual promises expressed herein, the sufficiency of which is acknowledged, the Parties agree as follows:
- Engagement of Broker.Client hereby engages Broker, to act as an intermediary, potentially identify buyers, and otherwise assist in a Sale of Client’s Domain Names, (the “Services”). A“Sale” is the voluntary transfer or exchange of any direct or indirect interest in the Domain Name, or the voluntary creation of a direct or indirect obligation to convey any interest in the Domain Names(s), collectively or individually, including but not limited to a contract for purchase, lease, or a sale of shares or interests in a company holding the Domain Name. In performing the Services, Broker will employ its best efforts to promote the Sale of the Domain Name, contact potential buyers, negotiate the terms of a Sale, and advise Client regarding the Sale of the Domain Name throughout the Term. Client acknowledges that Broker does not guarantee the Sale of the Domain Name. Client will point the domain name(s) at sales landing pages within 5 business days of signing this agreement. The DNS Settings are:
- Non-exclusivity of Broker.Client acknowledges that Broker is or may be, both during and after the Term of this Agreement, engaged as a broker and/or agent for numerous other domain name sellers and buyers in connection with numerous other domain names which may be competitive with the Domain Name, and therefore agrees that it is engaging Broker notwithstanding the foregoing, and therefore Client does not consider same to be a breach of this Agreement or any implied term therein.
- Term. This Agreement will remain in effect from the Effective Date (the “Term”). Thereafter, this Agreement will expire if Client changes name servers away from the DNS settings mentioned above along with notification, in writing to Broker. Notwithstanding expiry of this Agreement, Broker shall continue to assist in the completion of any Sale transaction for which compensation is payable to Broker under this Agreement.
- Early Termination by Broker. Broker may terminate this Agreement Term upon one (1) weeks’ notice to Client.
- Commission. In consideration of the Services to be provided by Broker Client agrees to pay Broker a transaction fee equal to 15% (fifteen percent) of the final Sale price of the Domain Name as agreed between Client and a buyer (the “Purchase Price”), or $250.00 USD whichever is higher regardless of the form of payment thereof, including cash, cash equivalence, equity, stock, or otherwise (the “Commission”). Client shall pay Broker all costs, disbursements and expenses, including legal fees incurred by Broker in enforcing Client’s obligation to pay its Commission as herein provided.
- Commission Payable Not withstanding Circumvention. The Commission is payable to Broker in connection with any Sale of the Domain Names(s) to a buyer that the Broker is directly in contact with and falls within the 90 day term throughout the Term of the Agreement.
- Holdover Period. If any Sale occurs within 3 (three) months after expiry of the Term of this Agreement or any extension thereof (the “Holdover Period”), to any person, corporation, or other entity which the Broker during the Term hereof that was added to the referenced spread sheet.
- Use of Escrow Agent. Client agrees that the Purchase Price in respect of any Sale shall be paid by a buyer to Client via Escrow.com, Escrow. Domains or such other third-party escrow agent as Broker may reasonably select from time to time (“Escrow Agent”). Client hereby agrees and herein expressly authorizes Escrow Agent to deduct all Commission due from the Purchase Price and to remit same to Broker forthwith upon receipt of same from a buyer. Broker agrees that any buyer will pay the escrow fee, and if unwilling to do so, the broker will pay the standard escrow.com fee.
- Client Warranties and Obligations. Client represents and warrants that Client has the legal right, power and authority to enter into and to perform this Agreement, Client is the lawful and exclusive registrant of the Domain Name, Client is able to dispose of the Domain Name, that no other party has any right to registration of the Domain Name, and that no third party has made any claim against or to the Domain Name, including that the Domain Name violate(s) another party’s trademark or other intellectual property rights. Should the Domain Name infringe upon the rights of a third party, Client agrees to indemnify and hold harmless Broker for all damages or costs sustained or incurred by Broker.
Client will cooperate with Broker and provide access to all information reasonably necessary for Broker’s successful performance of the Services. Client agrees to refer to Broker all communications and inquiries in connection with the Domain Name, received in any form during the Term of this Agreement, and further agrees to furnish Broker with any leads or offers received by Client prior to or during the Term of this Agreement.
Client has disclosed all material facts relating to the Domain Name which might reasonably influence a prospective buyer’s decision to enter into a Sale of the Domain Name.
- Governing Law and Jurisdiction. This Agreement shall be governed, interpreted and enforced in accordance with the laws of the State of Florida, regardless of any conflict of laws considerations. The Parties exclusively attorn to the jurisdiction of Hillsborough County for any dispute arising from this Agreement.
- Entire Agreement and Severability.This document, including any attachment(s), contains the entire Agreement between the Parties relating to the subject matter hereof. All prior agreements and all prior negotiations are superseded by this Agreement. This Agreement, including any attachment(s), may not be modified except by a written document signed by an authorized person on behalf of each Party. If a provision of this Agreement is determined by any court of competent jurisdiction to be unlawful and/or unenforceable, the other provisions will continue in effect. In the event a provision contained herein is held to be unlawful or unenforceable, such provision shall be severable from the remaining provisions of this Agreement, which shall remain in full force and effect.
- Notices and Communications. All notices required or permitted to be given pursuant to this Agreement shall be delivered by hand to the party for which it is intended at the above-noted addresses, or sent by electronic email directly to such party at the following email addresses. If to Broker : Sales@Saw.com.