Last Updated: June 30, 2021
- This agreement (“Agreement”) supplements the General Terms and Conditions of Key-Systems GmbH with regard to the provision of auction services for domain name registrations (further referred to as “PremiumSale”). Where the terms of the Agreement and of the General Terms and Conditions conflict, the terms of this Agreement shall prevail.
- The Agreement constitutes a legally binding agreement between Key-Systems GmbH and any party registering at PremiumSale or otherwise using PremiumSale’s services (“User”). Thus, this Agreement is made part of and incorporated into the PremiumSale registration (signup) Form.
- Any use of Key-Systems GmbH’s PremiumSale products and services are subject at all times to this Agreement and the policies and agreements incorporated into and made an integral part of this Agreement by reference herein.
- The terms of the Agreement outline the terms by which a User may participate in any auction, related auction services or portion thereof of domain names conducted by PremiumSale ("Auction"). Each of Key-Systems GmbH and User is also herein referred to as a “Party” and collectively as the “Parties.”
By registering for an account on PremiumSale, the User expressly acknowledges that they have read, understood this Agreement and accept to be bound by it.
- PremiumSale provides a platform for Users to place bids on domain names for sale via auction.
The PremiumSale platform provides information regarding auctions, such as pricing information, auction start/stop dates, and more.
PremiumSale Responsibilities and Rights:
- PremiumSale is responsible for preparing and conducting Auctions for domain names.
- PremiumSale will provide the Winning User with payment options for purchasing won Domains.
- When the Winning User's payment is received in full, Key-Systems GmbH will promptly release the domain to the Winning User..
- PremiumSale proactively works to prevent and/or stop or contain any fraudulent activity related to the Auctions but provides no warranty of its ability to do so in each circumstance.
- Employees and agents of Key-Systems GmbH and of entities affiliated with Key-Systems GmbH are prohibited from bidding on domain names.
If PremiumSale has reason to believe that the auction process was influenced by any fraudulent or other unlawful activity, PremiumSale reserves the right to cancel or void the affected auction and schedule a date
to reinitiate the auction.
- Upon registering for an account, the User acknowledges and agrees that any subsequent participation and specifically bids entered and confirmed in an Auction is a legally binding agreement to purchase the domain name at the price of the confirmed bid. Thus, the User hereby acknowledges to be legally bound by the confirmed bid and to pay the price for the respective domain.
- The User affirms at the time of placing any bid in an Auction, that the User has sufficient financial resources at their disposal to make payment in full for any winning bid by the User.
- The User warrants that he takes full responsibility for all binding bids made by any third -party who is given permission by the User to act on the User’s behalf and/or uses the Users’ credentials (“Agent”) and that overall, the Agent has the same responsibilities as the User, meaning that, the Agent is bound by all terms contained in this Agreement and that any breach of the Agreement by the Agent will be considered as a breach by the User.
- The User understands and accepts that failing to remit payment for a winning auction within 7 calendar days of an auction's close date will give Key-Systems GmbH the right to withdraw from the contract and render the respective Auction void and all Auction items forfeit. Furthermore, the Winning User will be liable for damages claimed by Key-Systems GmbH in this case.
PremiumSale reserves the right to ban any User from future auctions that fails to remit payment for won auctions.
- Auctions will last as long as is indicated by PremiumSale and will not be less than 48 hours.
- Each bid received within the last (2) two minutes prior to the expiry deadline for the process as indicated by PremiumSale.com will automatically extend the expiry deadline by (2) two minutes.
- In case two or more users submit a bid for the same amount, the bid that was received first will be considered the highest bid until another User submits another valid bid for a higher amount.
- For auctions for domains that were registered through the Backorder service provided by Key-Systems GmbH through one of its brands, its affiliated companies or any of their Resellers, the following rules apply:
- The auctions are private. Only Users that had previously submitted valid Backorders for the domain via Key-Systems GmbH , its affiliated companies or any of their Resellers will be invited to participate.
In case no bids are received by any of the invited Users before the end of the Auction, the Auction will be declared void and the domain assigned to the User whose Backorder was received first by Key-Systems GmbH.
- A domain name is purchased, when the User has placed the highest bid at the end of an Auction.
- The Winning User must pay in full the amount of the winning bid within 7 calendar days of the close of the Auction.
- Payment must be remitted via one of the methods described on the Premiumsale website (currently available at Payment Options) . PremiumSale may, at its own discretion, also accept payment in any form other than those listed at the page mentioned above.
- The auction price paid by the Winning User does not include any of the fees related to the registration, renewal or transfer of the domain object of the auction.
- The auction price paid by the Winning User in auctions for domains that were registered through the Backorder service does not include the fees for the Backorder service, which are invoiced separately by Key-Systems GmbH directly or through the Reseller or affiliated company that submitted the Backorder on behalf of the customer.
- All sales, value-added, and other applicable taxes are the responsibility of the Winning User unless proper and satisfactory proof of tax exemption status is provided.
All payment-related fees are the responsibility of the Winning User.
The term of this Agreement commences, when the User expressly accepts this Agreement, usually at the time of their account registration.
- Termination by both Parties. Either Party may terminate this Agreement by giving notice to the other Party.
- Termination by User. The User may terminate this Agreement by deleting the User's account from PremiumSale.
- Termination by PremiumSale. PremiumSale may, at its sole discretion, immediately terminate this Agreement and/or delete the User's account if the User is in breach of this Agreement.
- Without limiting other remedies, PremiumSale may terminate the User's accounts and access to PremiumSale’s Service, if PremiumSale has evident reason to believe that the User:
- Carries out fraudulent or other unlawful activities related to the auction;
- Infringes third party rights;
- Provides incorrect data;
- Fails to pay the winning bid for an auction the User has won;
Breaches the Terms and Conditions of this Agreement.
- Effect of Termination
- The terms of this Agreement shall continue beyond the expiration or termination of this Agreement and will continue to be effective (including the terms relating to Payment, Termination, Intellectual Property, Limitation of liability, Indemnity, Confidential Information, and Governing Law).
- Upon termination of this Agreement, the Services of PremiumSale will be terminated for the User.
- In the event that a Party terminates this Agreement after the conclusion of an auction where the User has placed a Winning Bid, termination of the Agreement does not free the Winning User from the obligation to remit payment for the auction. The User acknowledges that the invoices for past auctions will not be affected by any termination.
- Once termination is served, the User can no longer bid on new auctions.
In the event that a Party terminates this Agreement during an Auction any submitted bid by the respective User will be considered invalid and removed from the auction process.
- PremiumSale does not share any personally identifying information about the User unless legally required by applicable provisions, law enforcement or courts.
- PremiumSale reserves the right to share User's bid alias and the aggregate non-identifying bidding history, as well as auction domain names and the final auction price.
Warranties; Disclaimer of Warranties
- PremiumSale warrants with respect to itself only that:
- It has the legal power and authority to enter into this Agreement.
- It will perform its obligations under this Agreement in a timely manner, in good faith and with all due skill and care.
Its performance under this Agreement shall comply with all applicable laws, regulations and policies.
- The User warrants with respect to itself only that:
- They have the legal power and authority to enter into this Agreement, the User being over the age of 18 years old in order to form a legally binding contract.
- They will perform its obligations under this Agreement in a timely manner, in good faith and with all due skill and care.
- To their knowledge, no action or relationship described or contemplated by this Agreement (including Winning User's ownership of a domain name purchased at the Auction) infringes, or will infringe third party rights, in particular intellectual property rights of any third parties.
Their performance under this Agreement shall comply with all applicable laws, regulations and policies.
10.3 OTHER THAN THE EXPRESS WARRANTIES ABOVE, THE PARTIES ACKNOWLEDGE THE ADVANCED AND SPECULATIVE NATURE OF DOMAIN NAME SALES AND AUCTIONS UNDERSTANDING THAT NO GUARANTEES OR WARRANTIES CAN BE MADE OR EXPECTED WITH RESPECT TO SUCH CONCEPT OR THE SERVICES CONTEMPLATED HEREIN. EACH PARTY THEREFORE DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SERVICES PROVIDED UNDER THIS AGREEMENT, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR THE PARTICULAR PURPOSE, AND EACH PARTY AGREES THAT THERE ARE NO WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. IN PARTICULAR, NEITHER PARTY WARRANTS THAT THE PERFORMANCE OF THEIR PORTION OF THE AGREEMENT WILL BE UNINTERRUPTED OR ERROR-FREE.
- The User agrees to indemnify, defend and hold harmless Key-Systems GmbH and its subsidiaries, affiliated companies, officers, directors, employees, agents, successors and assigns, at its expense, from any and all third party claims, actions, damages, liabilities, costs and expenses, including reasonable attorneys' fees and expenses, arising from or related to any breach of a warranty or failure to perform any covenants required of it under this Agreement.
The indemnified party will provide the indemnifying party with prompt and reasonable notice of the claim, allow the indemnifying party to conduct the defense or settlement of such a claim at the indemnifying party's
sole expense and discretion, and provide reasonable cooperation with the indemnifying party in such defense or settlement; provided, however, that the indemnifying party will not settle any claim in a manner that does
not unconditionally release the indemnified party or without obtaining the indemnified party's prior written consent, which consent will not be unreasonably withheld or delayed. The indemnified party will have the
right to retain a counsel of its own choosing and at its own expense.
Limitation of Liability
- Key-Systems GmbH accepts liability for cases of intentional misconduct or gross negligence. To the greatest extent permitted by law, Key-Systems GmbH and its affiliated companies and their directors, officers, employees and agents will not be liable to the User for any consequential, indirect, special, incidental, reliance, exemplary, or punitive damages arising out of or relating to this Agreement or the Services, whether foreseeable or not, and whether based on breach of any express or implied warranty, breach of contract, misrepresentation, minor negligence, strict liability in tort, or other cause of action (including damages for loss of data, goodwill, reputation, business, money, or opportunity), even if PremiumSale has been advised of the possibility of such damages. Under no circumstances will Key-Systems GmbH ’s aggregate liability to the User or any third party arising out of or related to this Agreement or the Services exceed the aggregate amount of fees paid hereunder regardless of the cause of action.
- Key-Systems GmbH can not guarantee an uninterrupted provision of the service of PremiumSale.com or the auction platform. PremiumSale is not liable for an outage of service and other losses occurring through using the service of PremiumSale.com, including, but not limited to, the ability to place a bid for an ongoing auction.
Further, Key-Systems GmbH assumes no liability or responsibility for User's failure to receive email notifications if such failure is a result of an inaccurate email address or Account contact information.
Governing Law, Courts
This Agreement will be governed by the laws of Germany
, without reference to conflict of laws principles. The parties agree that jurisdiction and courts for any action arising out of or pertaining to this Agreement will be proper only in the courts located at the seat of
- All amendments or modifications of this Agreement will be binding upon the parties despite any lack of consideration as long as the same are expressly agreed to by the User and PremiumSale. It is expressly agreed that no usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement or alter in any manner the express terms of this Agreement.
PremiumSale may modify this Agreement from time to time. In that case, it will notify the Users through its services and/or by other means, such as via email, in order to give Users the opportunity to review those
changes and determine if they wish to continue being a registered User at PremiumSale.
Remaining registered at PremiumSale after 30 days following any changes to this Agreement will be deemed to constitute User's consent to such changes. The operative and effective version of this Agreement will
be the latest version available on the website.
- Any notice or other communication between the Parties required or permitted under this Agreement will be in writing and will be delivered by hand, sent by first class mail (postage prepaid), sent by commercial courier, or transmitted by electronic mail or facsimile to a Party at the registered office, in the case of PremiumSale, and the contact information provided on the website www.PremiumSale.com, in the case of the User, or to such other contact information as the applicable Party may notify to the other Party.
- Effectiveness - Any notice or other communication sent will:
- If delivered by hand, be deemed to have been received on the date of delivery;
- If sent by first class mail, be deemed to have been received on the third business day following the date of mailing; and
If sent by electronic mail or facsimile, be deemed to have been received on the date the sender transmitted the notice or other communication.
- The parties are independent contractors and do not intend to create any partnership, joint venture, agency, franchise, sales representative or employment relationship between the parties.
- This Agreement constitutes the entire understanding between the parties relating to the subject matter of this Agreement and supersedes all prior writings, negotiations or understandings with respect thereto.
- No modification or addition to this Agreement will have any effect except as set forth in Section 15 - Notice.