This terms-of-service agreement is between AdultDomain.net(“AdultDomain.net”), and you, the individual or entity signing up to use www.adultdomain.net (“Website”) and all other services, including the brokerage services to sell assets related to a website or other online business through AdultDomain.net (“Services”). Please read this agreement carefully before using the Website or the Services, including listing assets or purchasing assets through the Services. If you do not agree to this agreement, you must not use the Services or the Website.
This agreement is a legally binding contract, and you have a duty to read this agreement before using the Website or the Services. If you do not agree to this agreement, you must immediately stop using the Website or the Services. AdultDomain.net reserves the right to modify, amend, replace, suspend, or terminate this agreement at any time and within its sole discretion. If AdultDomain.net modifies, amends, or replaces this agreement, the last updated date, located above, will change. Your use of the Website or the Services after a change in the last updated date constitutes your acquiescence to and acceptance of any modification, amendment, or replacement.
The parties agree as follows:
- Buying and Selling through AdultDomain.net
1.1 “Assets” means the following:
(a) All accounts associated with the Business, including all associated accounts, content, data, customer lists, databases, files, and artwork;
(b) All the Business’s general intangibles, including payment intangibles;
(c) All the Business’s instruments, including promissory notes, records, customer lists, email lists, and other files related to the Business;
(d) All letters of credit and letter-of-credit rights and supporting obligations;
(e) All the Business’s inventory, including raw materials, finished goods, packaging, and inventory deposits, if any (“Inventory”);
(f) All relevant domain names and associated domain name registrations (“Domain Names”);
(g) All rights in, arising out of, or associated with any patents, patent applications, trademarks, service marks, brands, logos, trade dress and all trademark applications or registrations, copyrights and works of authorship, copyright applications or registrations, trade secrets, know-how, inventions, technical information, computer programs, data, databases, applications, code, source code, rights of publicity, and all other intellectual property or proprietary rights (“Intellectual Property”);
(h) All licenses for applications or plugins used in connection with the Business;
(i) All prepaid expenses and subscriptions associated with the Business; and
(j) All goodwill and the going concern value of the Business.
1.2 “Business” means the Seller’s overall business function offered under one or more brand names.
1.3 “Buyer” means a User that has Unlocked the Confidential Information about a Business or Domain Names.
1.4 “Seller” means a User that has submitted a Business or Domain Names for sale through AdultDomain.net ’s Services.
1.5 “User” means a person or business that wishes to buy or sell assets related to a website or other online business through the Services, has registered an account with AdultDomain.net , and has agreed to this agreement.
- Modifications to this Agreement. Modifications to this agreement will not be binding unless acknowledged and agreed to in a writing by the relevant parties. Agreements to alter this agreement made through email, the Website, or other electronic writing (including checking a box) will be considered a writing for purposes of amending this agreement. No oral modifications are permitted.
- AdultDomain.net Account
3.1 Account Creation. To use the Services, you are required to create an account on the Website and consent to this agreement. To create an account, you must complete the registration process by providing AdultDomain.net with accurate information as prompted by the registration form. You also will choose a password and a username. By registering for an account, you acknowledge that AdultDomain.net may contact you through the details you provided, including phone and email, however, you may opt out of future emails.
3.2 Responsibility for Account. You are responsible for maintaining the confidentiality of your password and account. You must not provide any third party with access to your account. Further, you are responsible for all activities that occur under your account. You will promptly notify AdultDomain.net of any unauthorized use of your account or any other breach of security.
3.3 Liability for Account Misuse. AdultDomain.net will not be liable for any loss you may incur as a result of someone else using your password or account, either with or without your knowledge. AdultDomain.net or another person could hold you liable for losses that AdultDomain.net or another person incur due to someone else using your account or password.
3.4 Use of Other Accounts. You will not use anyone else’s account at any time.
3.5 Account Security. AdultDomain.net cares about the integrity and security of your personal information. But AdultDomain.net cannot guarantee that unauthorized persons will never be able to defeat the Site’s security measures or use any personal information you provide to AdultDomain.net for improper purposes. You acknowledge that you provide your personal information to AdultDomain.net at your own risk.
3.6 Statements of Fact. By registering for an account, you state that the following facts are accurate:
(a) You are either the age of majority in your nation, state, province, territory, or city, or at least 18-years old, whichever is greater;
(b) You are of sound mind, have the capacity to contract, and agree to the terms contained within this agreement;
(c) You have full power and authority to sign this agreement. If a User is making this statement on behalf of business entity or third party, the User states that he or she has actual authority to act as an agent of that business entity or third party and have the right and ability to agree to the terms of this agreement on behalf of that third party or business entity;
(d) If you are a Seller, you have fill unencumbered title to the Assets and Business or Domain Names to be sold through AdultDomain.net ’s Services;
(e) If you are a Buyer, you have sufficient funds to complete the purchase of any Assets and Business or Domain Names in which you make an offer to purchase; and
(f) You are not subject to any voluntary or involuntary petition or proceeding under any bankruptcy, reorganization, insolvency, or similar law relating to the relief of creditors or debtors.
- Process to Submit a Business or Domain Name for Listing with AdultDomain.net
6.1 AdultDomain.net , in its sole discretion, will approve or reject the Business or Domain Name for listing on the Website and participation in the Services. AdultDomain.net reserves the right to reject any submission for any reason or no reason at all.
6.2 Users submitting a Domain Name or Business to AdultDomain.net acknowledge that AdultDomain.net will rely on the facts and representations submitted. Users must provide AdultDomain.net with all relevant information, as determined in AdultDomain.net ’s discretion, related to the operation of the Domain Name or the Business and Assets, including any relationship with distributors, affiliates, drop-shippers, view-only access to relevant information, or any other material information regarding the Domain Name or the Business. This information must be truthful, accurate, current, and complete. AdultDomain.net reserves the right to ask Users for additional information about their Domain Name or Business. The User must provide complete and truthful information to all of AdultDomain.net ’s questions. AdultDomain.net may share any information provided with independent third parties in connection with the vesting process.
6.3 AdultDomain.net may provide Users with the ability to upload or transmit user-generated content in association with the Business or Assets, including text, comments, photographs, images, videos, audio files, profile information, name, likeness, advertisements, listings, information, and designs (collectively, “User-Generated Content”). Except as otherwise provided in this agreement, Users state that they own all interest in and to the User-Generated Content. By submitting User-Generated Content to AdultDomain.net , you hereby grant AdultDomain.net a non-exclusive, irrevocable, royalty-free, worldwide, perpetual license to use the User-Generated Content for the customary and intended purposes of the Services. These purposes may include, providing third parties with the Services and archiving or making backups of the Website. Users waive all moral rights in and to the User-Generated Content across the world, whether or not Users have asserted moral rights in or to the User-Generated Content. By submitting User-Generated Content, Users further waive all rights of publicity or privacy with respect to the User-Generated Content. Users state that any User-Generated Content submitted will not violate the rights of third parties, including trademark rights, copyright rights, and rights of publicity and privacy, or violate any applicable law, statute, ordinance, treaty, or regulation, whether local, state, provincial, national, or international.
6.4 Users will be cooperative and provide reasonable assistance while the Domain Name or Business is being evaluated, including answering inquiries from potential buyers or AdultDomain.net within 48 hours, and acting in a professional and courteous manner at all times. Users also will provide details about availability for sales calls and attend those calls. Users acknowledge that those sales calls may be recorded. User will direct all third-party communications regarding the sale of its Assets or Business to AdultDomain.net .
6.5 Unless you expressly disclose specific facts indicating otherwise in writing to AdultDomain.net in connection with the submission of your Domain Name or Business, by submitting your Domain Name or Business to AdultDomain.net , you state that the following facts are accurate:
(a) You have clear and unencumbered title to the Assets and any related assets to be sold through AdultDomain.net , including all intellectual property rights;
(b) You have not placed the Assets to be sold subject to a mortgage, pledge, lien, or encumbrance, except for those taxes must be prorated as of the Sale Date;
(c) You and the Assets are not subject to any voluntary or involuntary petition or proceeding under any bankruptcy, reorganization, insolvency, or similar law relating to the relief of creditors or debtors;
(d) The information you have provided to AdultDomain.net in connection with the Assets or Business is true, accurate, current, and complete, and you have not omitted any material information regarding the performance or value of the Assets; and
(e) To the best of your knowledge, there is no lawsuit or pending claim or charge against the Assets.
- Approval of Business for Listing and Exclusive 6-Month Listing Term; Automatic Renewal
7.1 After review of your Domain Name or Business, AdultDomain.net will recommend a listing price for the sale of your Domain Name or your Business and the Assets (“Listing Price”). The User’s Domain Name or Business will not be listed for sale until the User agrees to the Listing Price. If the User does not agree with the Listing Price, the User is not under any obligation to list its Domain Name or Business with AdultDomain.net .
7.2 The Domain Name or the Business has been “Listed” once it appears on the Website, which is also referred to as the “Listing Date.” Sellers expressly grant AdultDomain.net an exclusive right to list, market, or advertise the Domain Name or the Business and Assets for sale for a period of six months from the date the Domain Name or the Business and Assets were listed (“Listing Term”). The Listing Term will automatically renew at the end of the then-current Listing Term for another six-month term unless the applicable Seller notifies AdultDomain.net in writing by email to broker@adultdomain.net no later than 30-days before the end of the then-current Listing Term that it wants to cancel the automatic renewal. Users acknowledge that they cannot cancel or otherwise terminate the Listing Term except as provided in this agreement.
7.3 Sellers acknowledge that AdultDomain.net will be the sole and exclusive listing agent for the Domain Name or the Business during the Listing Term and that the Domain Name or the Business may only be sold by and through AdultDomain.net during the Listing Term. Seller must not, directly or indirectly, list, solicit offers, or try to sell its Domain Name or Business using any other service, person, or agent for the duration of the Listing Term. Seller acknowledges that AdultDomain.net may syndicate its listing of a Seller’s Domain Name or Business on third-party websites.
7.4 During the Listing Term, Seller will continue to operate and maintain the Domain Name or the Business in the same manner in which it was operated and maintained before the Listing Term, including taking all actions necessary to retain the Domain Name or Business value, which may include continued marketing efforts, advertising expenses, customer service, maintaining third-party links, and maintaining other traffic, revenue, distribution, or referral source, if applicable. Seller will not take any actions outside of its normal business practices or that would otherwise impair or impede the transfer of the Assets or the value of the Assets throughout the Listing Term.
7.5 During the Listing Term, Seller must maintain accurate and up-to-date business records and provide them to AdultDomain.net in a timely manner on request.
7.6 AdultDomain.net will review and update the Listing Price periodically based on consultation with Seller. Seller will timely respond to Broker.xxx’s communications regarding updated Listing Prices.
- The Listing Price is an Offer to Sell and Sellers Have Accepted Offers at the Listing Price; Purchase Price
8.1 By agreeing to the Listing Price and having your Domain Name or Business listed, Seller is expressly offering to sell the Domain Name or the Business and Assets at the Listing Price, as updated.
8.2 Seller is deemed to have accepted an offer that is all cash in a single lump sum payment at the Listing Price.
8.3 AdultDomain.net will communicate all below Listing Price offers to Seller. If Seller accepts the below Listing Price offer, Seller’s acceptance is incorporated into this agreement as if fully stated in this agreement.
8.4 The “Purchase Price” is the total consideration paid in connection with the sale of the Assets, not including inventory costs, if any.
- Nondisclosure; Unlocking the Details Related to a Domain Name or Business Listed for Sale; Liquidated Damages
9.1 AdultDomain.net only discloses non-public information relating to a specific Domain Name or Business after a User has “Unlocked” that information by consenting to this agreement and following the process to Unlock the Domain Name or Business as displayed on the Website, which may be amended from time to time, which generally includes a process to submit a payment to AdultDomain.net . A User is required to specifically Unlock each Domain Name or Business it is interested in buying. Domain Names or Businesses that a User or Buyer has unlocked are collectively referred to as the Unlocked Businesses.
9.2 A Buyer will be provided Confidential Information only after the Domain Name or Business has been Unlocked. “Confidential Information” means non-public, proprietary information revealed by AdultDomain.net or Seller of an applicable Domain Name or Business listing (whether in writing, orally, or by any other means) including (a) information expressly marked or disclosed as confidential; (b) all forms and types of financial, traffic, user, and other business information; and (c) all details relating to the Assets, AdultDomain.net , or the Seller of an applicable Domain Name or Business listing, including the relevant URL, the Seller’s profits and losses or balance statement, Seller’s contact information, and any other information related to the Assets or Business. This provision is intended to be broadly construed so that all non-public information obtained by a User or Buyer will be considered Confidential Information.
9.3 Confidential Information will at all times be, and will at all times remain, the property of the disclosing party and all applicable rights, including all intellectual property rights, rights of publicity, or other personal or proprietary rights embodied in the Confidential Information will remain in the disclosing party. Buyer will treat all that Confidential Information as confidential and will not disclose that Confidential Information to any third party, except that a Buyer may disclose the Confidential Information to its Representatives (as defined below) who have a need to know that information in connection with the evaluation of the Assets. A Buyer will use at least the same degree of care to avoid disclosure of that Confidential Information as it would use with respect to its own confidential information of like importance.
9.4 A Buyer must not use Confidential Information for any purpose other than to evaluate the Domain Name or the Business and Assets for purchase. A Buyer will prohibit all third parties that come into possession of the Confidential Information because of their access to it from using it for any purpose other than to evaluate the Domain Name or the Business for purchase, including agents, financial advisors, employees, contractors, officers, and directors (collectively, “Representatives”). Buyer is prohibited from using the Confidential Information to circumvent AdultDomain.net or its Services in any manner, including by making direct offers to buy the Domain Name or the Business or Assets from Seller outside of AdultDomain.net ’s terms, process, or knowledge. Buyer is strictly prohibited from using the Confidential Information to obtain non-public information from a competitor, to form a competing business, to register domain names pertaining or related to the Domain Name or the Assets or Business, to obtain keyword lists, user lists, or traffic numbers, or to take any other actions by which Buyer or any other party under Buyer’s ownership or control uses the Confidential Information for purposes outside of the evaluation of the Domain Name or the Business for purchase.
9.5 If a Buyer is required by law to disclose any Confidential Information, the Buyer will cooperate with the disclosing party and, when possible under statutory or regulatory authority, provide the disclosing party with prompt, written notice so that the disclosing party may seek a protective order, prevent against the disclosure of Confidential Information, or waive compliance with the provisions of this agreement.
9.6 Buyers acknowledge that Sellers will list Domains Names or Businesses for sale through AdultDomain.net based on trust that Seller’s Confidential Information will not be misappropriated and that the Buyer’s actions to breach that trust will cause AdultDomain.net damages the precise amount of which may be extremely difficult or impracticable to determine. Accordingly, if AdultDomain.net files an action to enforce the restrictions imposed by this section 9, it will be entitled to the entry of an injunction without the necessity of havening to post a bond, which injunction will remain in place pending completion of any action begun. Notwithstanding AdultDomain.net ’s right to obtain an injunction, AdultDomain.net will also be entitled to recover $25,000 in liquidated damages against the breaching party plus AdultDomain.net ’s costs and attorneys’ fees in association with the breach.
- Process and Procedure for Making Offers to Buy a Domain Name or Business
10.1 Buyer acknowledges that all offers to buy Business or Assets listed on AdultDomain.net ’s Website or through AdultDomain.net ’s Services are required to be communicated in writing and through AdultDomain.net that that AdultDomain.net is specifically on notice and aware of all pending offers. Buyer and Seller acknowledge that the purpose of this provision is to avoid confusion in the sales process, including the avoidance of a Seller agreeing to sell the Assets to multiple parties.
10.2 Buyer’s offer to buy and Seller’s acceptance to sell a Domain Name or Business is incorporated into this agreement as if fully stated here. Buyer and Seller acknowledge that they are obligated to fulfill the purchase of the Domain Name or the Business if its offer is accepted, including paying the Purchase Price, completing the Migration Process, and completing all other obligations of this agreement.
10.3 If two or more Buyers offer the full Listing Price for the Domain Name or the Business, the Buyer that first completes a wire transfer of the Purchase Price to AdultDomain.net is deemed the buyer of the Domain Name or the Business and Assets. The wire transfer is complete when it is received and cleared by AdultDomain.net bank or other financial institution or the bank or other financial institution of AdultDomain.net ’s agent.
10.4 If a below Listing Price offer is made on one of the Buyer’s Unlocked Businesses, AdultDomain.net will notify Buyer and provide Buyer with a reasonable time to match that offer in writing.
- Buyer’s Responsibility to Investigate and Perform Due Diligence. Buyer acknowledges it is solely responsible for investigating all aspects of any purchase of Assets, including independently reviewing financial information, market circumstances, operational issues, supplier contacts, and other factors pertaining to the overall functioning of the Business. Buyer is advised to not only rely on information provided by AdultDomain.net , but to supplement that information with its own investigation, including asking the Seller specific questions regarding the Domain Name or the Business and the information disclosed in the sales process. AdultDomain.net is not making any representation or guaranty regarding the future performance of any Asset or Business. Users must complete all due diligence before the Migration Period.
- Purchase Agreement. A Buyer and Seller that have reached terms for the sale of a Domain Name or Business have the option to enter into a more specific purchase agreement (“Custom APA”) to govern that transaction. If the Custom APA conflicts with any term of this agreement, the Custom APA will control. But all other terms of this agreement are not superseded or amended by the Custom APA.
- Buy It Now Listings. AdultDomain.net may present certain Listings with the ability to “Buy It Now.”
13.1 A Seller that agrees to list their Domain Name or Business for sale through a Buy It Now option is deemed to have agreed to sell the Domain Name or the Business and Assets for the stated Buy It Now Listing Price.
13.2 A Buyer that chooses to buy a Business through a Buy It Now option must follow the on-screen prompts to complete the process, including providing payment of the full Listing Price to AdultDomain.net . A Buyer completing this process is obligated to fulfill the purchase, including the payment of the Purchase Price, completing the Migration Process, and completing all other obligations of this agreement.
- Payment of the Purchase Price; Buyer Obtains Title at the Sale Date; Reconciliation
14.1 Based on the offer made by the Buyer and accepted by the Seller, the Buyer is required to deposit the Purchase Price, or a certain amount of the Purchase Price, with AdultDomain.net before any transfer of the Assets or Business. Title to the Domain Name or the Assets and Business will pass to Buyer when, after the Buyer and Seller have agreed to the sale terms, Buyer has deposited the agreed amount of the Purchase Price with AdultDomain.net (“Sale Date”).
14.2 All revenues associated with the Business or the Domain Name before the Sale Date is the Seller’s property.
14.3 All revenues associated with the Business or the Domain Name on and after the Sale Date is the Buyer’s property, on condition that a Successful Inspection Period is achieved.
14.4 The Buyer and Seller acknowledge that pre-Sale Date revenue will not be paid out by the applicable platform until Buyer is in possession of the Assets (“Seller’s Residual Revenue”). Buyer must remit Seller’s Residual Revenue to Seller. On the other hand, post-Sale Date revenue may be paid out or otherwise accumulated while Seller possesses the Assets (“Buyer’s Residual Revenue”). Seller must remit Buyer’s Residual Revenue to Buyer.
- Sale of Assets; Limitations
15.1 In consideration of the Purchase Price and subject to this agreement, the Seller will hereby assign the Buyer, and the Buyer hereby buys from the Seller, all interest in the Domain Name or the Assets related to the Business.
15.2 This is an asset sale only. The Assets are the only assets that are the subject of this agreement, and there are no assets that are the subject of the sale and purchase under this agreement other than the Assets. Without limiting the foregoing, and by way of example and not limitation, this agreement specifically excludes the following assets: (a) Seller’s cash, cash equivalents, and investments; (b) Seller’s minute books, stock records, and company seals, and all shares of capital stock held in treasury; (c) all insurance policies and rights under it; (d) personnel records and other records that are required by law to be retained by Seller; and (e) other items specifically excluded in the sale as transmitted in writing and conveyed to Buyer. Buyer is not assuming, and will not be deemed to have assumed, any liabilities or obligations of Seller of any kind or nature (whether contractual, statutory, or otherwise).
- Payment of AdultDomain.net ’s Commission
16.1 In exchange for AdultDomain.net ’s Services, Seller will pay AdultDomain.net a commission (“Commission”) of a certain percentage of the Purchase Price for a Domain Name or Business on the following schedule:
· 10% on the Purchase Price above $1,000,000.
16.2 Seller will pay AdultDomain.net ’s Commission on any of the following events:
(a) Seller sells its Assets or Business during the Listing Term, whether using AdultDomain.net ’s Services or not;
(b) During the Listing Term, AdultDomain.net presents a ready, willing, and able buyer for the sale of the Assets or Business at the Listing Price;
(c) During the Listing Term, Seller fails to consummate the sale of Assets or Business after agreeing to sell the Assets or Business;
(d) Seller breaches a term of this agreement that impairs AdultDomain.net ’s ability to market, advertise, or sell the Assets; or
(e) For a period of one year after expiration of the Listing Term, the Seller sells, transfers, or otherwise assigns the Assets or Business to a person or entity that was introduced to the Seller or became aware of the Seller’s Assets or Business through AdultDomain.net ’s Services.
For the purposes of determining the Commission owed to AdultDomain.net , the Listing Price will be the highest Listing Price in place on the occurrence of any of the events listed in subparts (a)–(e) above.
16.3 The Buyer is not separately responsible for paying AdultDomain.net ’s Commission if the purchase of Assets is consummated. But the Buyer will pay AdultDomain.net ’s Commission if the Buyer, after reaching an agreement for the purchase of the Assets, fails to consummate the transaction or otherwise breaches this agreement.
- Migration Process
17.1 After the Sale Date, the process to move the Assets to the Buyer will begin (“Migration Process”). Users acknowledge that the Migration Process typically takes two to eight weeks to complete but could take substantially longer. Users acknowledge that AdultDomain.net cannot guarantee a specific timeframe to complete the Migration Process.
17.2 During the Migration Process, the Buyer and the Seller will timely communicate with each other and AdultDomain.net to facilitate the transfer of the Assets into the Buyer’s possession and to operate the Business or the Domain Name in the same manner in which it was operated before the Listing.
17.3 During the Migration Process, the Buyer will not make any material changes to the Domain Name or the Business, including increasing expenses, without the Seller’s prior written consent. This includes making large price adjustments to products or services, firing employees or contractors, altering paid advertisement campaigns, failing to pay vendors or suppliers, altering supplier relationships, or changing payment gateways. Breach of this provision causes the Buyer to automatically waive the Inspection Period.
17.4 The Migration Process is complete when the Buyer or AdultDomain.net , in its sole discretion and in good faith, determines that a sufficient part of the Assets have been transferred to the Buyer so that the Buyer can fairly assess the associated revenue during the Inspection Period (“Completed Migration”). It is possible that some part of the Assets will continue to be transferred to the Buyer after the Completed Migration.
17.5 AdultDomain.net may cancel any Migration Process and terminate the sale if either the Seller or Buyer has breached this agreement. If AdultDomain.net determines that such a cancellation is required, AdultDomain.net will cancel the sale, the Assets will be returned to the Seller, and the Purchase Price will be returned to the Buyer. On this termination, the Seller will be entitled to the net profit associated with the Domain Name or the Business after the Sale Date. The parties will cooperate to complete these actions.
17.6 A User’s failure to complete the Migration Process is a material breach of the agreement.
17.7 User will provide AdultDomain.net all necessary information on request to facilitate the Migration Process.
17.8 If the Buyer’s purchase includes any type of delayed payment of the Purchase Price, including any type of “earn out” payment, then the Seller will transfer possession of the Domain Name to AdultDomain.net and AdultDomain.net will retain possession of the Domain Name until the full Purchase Price is timely paid. During this time, the Buyer will indemnify and hold harmless AdultDomain.net from all use of the Domain Name and all expenses and attorney fees arising out of or related to this provision. On the Buyer’s timely payment of the Purchase Price, AdultDomain.net will transfer the Domain Name to the Buyer. On termination of this agreement or Default, AdultDomain.net will transfer the Domain Name to the Seller. In case of a dispute between the Buyer and the Seller regarding possession of the Domain Name, AdultDomain.net is permitted to (i) transfer the Domain Name to an independent third party or court of proper jurisdiction to hold the Domain Name pending an outcome of the dispute or (ii) continue to hold the Domain Name until the Buyer and the Seller jointly instruct AdultDomain.net to act regarding the release of the Domain Name or until a lawful court order from a court of proper jurisdiction otherwise provides.
17.9 If the Buyer’s purchase includes any type of delayed payment of the Purchase Price, including any type of “earn out” payment, the Buyer must not take any actions to circumvent or adversely affect the Seller’s ability to receive the deferred payment. The Buyer must operate the Domain Name or the Business in such a manner as to protect the Seller’s ability to receive the deferred payments including devoting sufficient resources to permit it to operate with a reasonable likelihood of success. The Buyer must not transfer, assign, or otherwise convey the material aspects of the Domain Name or the Business or its Assets without the Seller’s prior written consent.
- Inspection Period
18.1 The Buyer will have a period of 14 days from the Completed Migration to inspect the operation of the Assets (“Inspection Period”) on the terms stated below.
18.2 During the Inspection Period, the Buyer will operate the Assets in a manner as close as possible to the Seller’s operation and must not make any material changes, including addition of new expenses, without the Seller’s prior written consent. Breach of this provision causes the Buyer to automatically waive the Inspection Period.
18.3 AdultDomain.net may cancel any Inspection Period and terminate the sale if either the Seller or the Buyer has breached this agreement. If AdultDomain.net determines that such a cancellation is required, AdultDomain.net will cancel the sale, the Assets will be returned to Seller, and the Purchase Price will be returned to the Buyer. On this termination, the Seller will be entitled to the net profit associated with the Domain Name or the Business after the Sale Date. The parties will cooperate to complete these actions.
18.4 The Buyer may request termination of this agreement if, consistent with this agreement, the Buyer believes a Substantial Deviation exists.
18.5 A “Substantial Deviation” exists when the Inspection Period Revenue is less than 50% of the prorated Average Monthly Revenue. If the Inspection Period Revenue is 50% or more of the prorated Average Monthly Revenue, the Buyer has no right to request to terminate this agreement.
18.6 “Inspection Period Revenue” is defined as the Assets’ revenue during the Inspection Period.
18.7 “Average Monthly Revenue” is defined as the most current information regarding the Assets’ average monthly revenue made available on AdultDomain.net ’s Website.
18.8 A “Successful Inspection Period” is an Inspection Period in which there is no Substantial Deviation.
18.9 To request termination of this agreement based on a Substantial Deviation, the Buyer must, within the Inspection Period: (a) notify AdultDomain.net in writing of the request to terminate this agreement within the Inspection Period at broker@adultdomain.net; and (b) provide evidence of the Substantial Deviation and Inspection Period Revenue through verifiable screenshots or by providing AdultDomain.net access to the Assets’ raw financial data in a form acceptable to AdultDomain.net .
18.10 If the Buyer requests termination of this agreement consistent with the provisions above, AdultDomain.net will investigate the matter. The Seller and the Buyer understand that this investigation could take two to eight weeks to complete or longer depending on the circumstances (“Investigation Period”). AdultDomain.net may require additional information from the Buyer or the Seller to conduct its investigation and the Buyer and the Seller agree to comply with those requests. AdultDomain.net retains the sole discretion to determine the presence or absence of a Substantial Deviation.
18.11 If AdultDomain.net confirms the presence of a Substantial Deviation, AdultDomain.net will cancel the sale, the Assets will be returned to the Seller, and the Purchase Price will be returned to the Buyer. On this termination, the Seller will be entitled to all revenue associated with the Domain Name or the Business, including revenue after the Sale Date. The Buyer and the Seller will cooperate to complete these actions.
18.12 If AdultDomain.net confirms the absence of a Substantial Deviation, the sale will continue, and the Inspection Period will be deemed to have expired.
18.13 If the Buyer fails to provide timely written notification of its request to terminate this agreement, the Buyer is deemed to have freely and voluntarily waived all contingencies in connection with the purchase of the Assets, including any discrepancies, fluctuations, or changes in the performance of the Assets and specifically its gross revenue, net revenue, expenses, traffic, and other metrics of performance, including any discrepancies, fluctuations, or changes in the performance of the Assets during the Migration Process or during the Inspection Period or both.
18.14 The Buyer may waive the Inspection Period by notifying AdultDomain.net of its intent to waive the Inspection Period and authorization to release the Purchase Price to the Seller in writing.
- Release of the Purchase Price to the Seller
19.1 On condition that the Seller has complied with this agreement, including the Verification Process below, within a reasonable time after a Successful Inspection Period, AdultDomain.net will release the Purchase Price, or the applicable part of it, paid by the Buyer to the Seller, less AdultDomain.net ’s Commission.
19.2 Before the release of any part of the Purchase Price, the Seller is required to present AdultDomain.net with verifiable photo identification through pictures or videos to confirm the Seller’s identity (“Verification Process”). The Identification must be government issued, including a driver’s license or passport. This identification is subject to AdultDomain.net ’s review in their sole discretion. AdultDomain.net reserves the right to withhold payment of the Purchase Price to any Seller that fails to adhere to this provision, determined in AdultDomain.net ’s sole discretion.
19.3 The Seller will complete the Verification Process and respond to all questions pertaining to the release of the Purchase Price within five days of the expiration of the Inspection Period.