Terms and Conditions

BigBangNames (the "Company"), operator of BigBangNames.com marketplace, provides access to its services ("Service") to individuals, sole proprietors, partnerships, businesses and corporations ("User", "Seller", "Buyer" or "you") subject to the following terms and conditions (the "User Agreement"). Our service is comprised of, but not limited to www.BigBangNames.com, online services, account management services, and customer support ("Site and Services"). As a condition of using the Site and Services, the Company requires that you review and accept this User Agreement.

BY REGISTERING TO USE THE SERVICE, YOU ACCEPT AND AGREE TO THE TERMS AND CONDITIONS OF THIS USER AGREEMENT. IF YOU DO NOT AGREE TO ACCEPT THIS USER AGREEMENT, YOU MAY NOT ACCESS OR OTHERWISE USE THE SERVICES OR SITE.

1. COMPANY OBJECTIVE AND SERVICES
1.1. Company Objective
The Company's objective is to provide motivated Sellers with an end-to-end solution to convert domain names, digital assets and property into cash efficiently and reliably, and to provide qualified professional Buyers with a venue to source quality domains & digital assets at attractive prices.

1.2. Company Services
To fulfill its objectives, the Company has developed a tailored technology and integrated services to drive liquidity and ensure the completion of your transactions. Services provided by the Company include, but are not limited to: due diligence and fraud prevention, Seller/Buyer communication tools, payment collection, escrow, logistics management, account management tools, dedicated account personnel, marketing and many more services. These services are described in detail in the Services section, as well as the Buyer and the Seller sections of the website.

1.3. Confidentiality & Security
The Company's objective is to preserve the confidentiality of your information and your anonymity in the course of the transaction. The Company has made a firm commitment to maintain your privacy and the confidentiality of your specific information:

* The Company has developed specific tools that enable qualified potential Buyers and Sellers, registered with BigBangNames, to exchange price details and other information without disclosing their names, or the names of their company in order to protect the Seller's distribution channel policy and to open new markets to qualified Buyers.
* The Company has integrated services related to the closure of the transaction (e.g. due diligence and verification services) to offer the possibility for qualified Buyers or Sellers to remain anonymous throughout the transaction process.

* The Company guarantees that banking or credit card information will be processed by an independent and secure third party. All payment are made through a secure socket layer (SSL), a security protocol that provides data encryption, server authentication, and message integrity for connections to the Internet, to ensure that the data you provide us is not transmitted over the Internet unencrypted and cannot be viewed by unauthorized individuals.

2. USER OBLIGATIONS

The Services are available only to individuals or entities that can form legally binding contracts. Without limiting the foregoing, minors in any jurisdiction may not participate in the Services. The Company reserves the right to review and verify the information provided in your registration application and to, at its sole discretion, postpone or reject your registration approval. When the Company has notified a User that their registration form has been approved, the User will become a "Registered User" and shall be permitted to use the Site and Services. The Company reserves the right, at its sole discretion, to review the status and compliance of any User with the terms of this User Agreement and to suspend or terminate a User's use of the Site and Services without notice.

2.1. User Password
Upon the approval of your registration, you will select a username and a password. You agree that you are solely responsible for preserving the confidentiality of your username and your password and all activities and charges related to the use of your password, including unauthorized use. You agree not to furnish your username, password or other information to any other party for use of the Site and Services. You agree to notify the Company immediately of any unauthorized use of your personal password or username and any other breach of security regarding the Services.

2.2. User Information
Each User agrees that all of the information provided in their registration application is timely, true and correct, including, but not limited to, the User's legal name, address, phone number, fax number, e-mail address, and other personal and business information. You agree to promptly notify the Company should the User information provided need to be updated, changed or deleted. You understand that your failure to provide accurate and complete information may result in actions taken against you, including without limitation, the immediate suspension or termination of your use of the Services. User understands that email will be the primary medium for Company to communicate information about the auctions.

The Company may, in its discretion, but is not obligated to, monitor material, content and information on the Site, including, but not limited to auction listings, questions posted to the 'Ask the Seller A Question' feature and bidding activity, to determine compliance with the terms and conditions of this User Agreement and current and future operating procedures and rules of conduct established by the Company. The Company may also intercept and disclose any content, record, use or other information to the extent reasonably necessary to carry out the terms of this User Agreement, to protect the rights of the Company, for mechanical or service quality control as permitted by law, or to comply with any law, regulation, information, or court order submitted or transmitted to the Company. The Company reserves the right, at its sole discretion, to amend, edit, remove or otherwise block any material posted by a User which may, in the Company's sole discretion, violate any state, federal or local law or violate any aspect of this User Agreement or in order to limit Company's liability. However, the Company does not assume responsibility for verifying the material, content and information on its Site and is not responsible for any damages, losses, expenses or other injuries incurred by any User as a result of relying on any material, content and information posted on the Company's Site.

3. SELLER OBLIGATIONS
Users who use the Company's Site to sell assets or merchandise of any kind agree that:
Sellers can submit information about their assets online. This information will be reviewed to ensure its consistency and accuracy and posted upon agreement of our Sales Team that will tailor the sales strategy to maximize your returns. Prior to any auction activation, the Seller must have a signed Asset Sales Agreement ("ASA").

3.1 Listing Information
Sellers are solely responsible for the accuracy, completeness and validity of all the information describing the assets listed for sale (the "Listing Information"). Sellers, who post assets for sale on the Company's Site, represent and warrant that they are the lawful owners of the listed assets. Each Seller represents and warrants that all Listing Information provided is accurate and truthful regarding the Listed assets in any auction posted by the Seller on the Company's Site. Sellers understand and agree that the Company, at its sole discretion, may take any action it deems necessary to review, edit or remove any listing information provided with respect to any assets posted by a Seller. Assets MUST be available for transfer within 72hours of the auction closing. Auctions not available for transfer within 72 hours may cause penalties and damages payable by the Seller.

3.2. No Unlawful Assets
Sellers agree that they will not attempt to sell any copyrighted or trademarked assets of any kind through the Company's Site and Services unless they are the rightful owner of the mark.

3.3. Offer to Sell
Upon posting an asset for sale, Seller represents, warrants and agrees that it is irrevocably offering to sell the listed assets to any Buyer who satisfies the requirements of the auction. Seller represents, warrants and covenants that (1) it has good and marketable legal title to the offered assets, free and clear of any lien, security interest, leasehold interest, co-ownership interest, or any other type of encumbrance or interest of any other person or entity, (2) it has authority to list the offered assets for sale and to sell the offered assets, no listed asset infringes or violates (or contains any parts or components which infringe or violate) any third party's copyright, patent, trademark, trade secret or other intellectual property or propriety rights. Failure of a Seller to complete the sale of an asset to a qualified Buyer because of non-delivery or misrepresentation of the merchandise could result in damages payable to the Company up to a maximum amount of $20,000. Such damage shall become immediately due and payable by the Seller to the Company.

3.4. Exclusivity
During the period that the Seller has listed assets for sale with the Company, the Seller has granted the Company an exclusive right to sell the specified asset(s)listed in the ASA. All potential purchasers discovering the property through the endeavors of the Company will result in a commission paid to the Company as the procuring cause of sale if said Buyer consummates sale. Seller agrees that any sale of the specified property during the agreed listing period will cause a commission to be earned by the Company.

3.5. Service and Transaction Success Fees
Upon the closing of a transaction, Sellers agree to pay the Company a success-based transaction fee for the marketing of their assets, integrated services and identification of qualified Buyers. The amount of this fee will vary based on the transaction and shall be communicated to and agreed by the Seller prior to listing of the asset(s) with the Company in the ASA. In addition, the Company reserves the right to collect and retain a customary Buyer's premium from its customers in order to cover costs specific to any auction. Premium services are optional for Buyers and Sellers and require additional fees. The prices of the services are determined on a case-by-case basis and communicated to you by our Sales Team. A Seller's obligation to pay transaction fees incorporates by reference the Non-Circumvention clause contained herein.

3.6. Payment of Fees
All fees and other amounts payable pursuant to this User Agreement shall be paid in the listing currency (United States Dollars or Euro), free and clear of, and without deduction or withholding on account of, taxes of any kind. All of the Company's success based fees are deducted from the proceeds of the sales. Other eventual and mutual agreed payments are due within 15 business days of invoice.

Sellers acknowledge that despite the Company's best efforts, Buyers may fail to perform. The Company does not provide any representations or guarantees that Buyers will pay Sellers on their agreed price on a timely basis.

4. BUYER OBLIGATIONS
Users who use the Site to bid on and purchase Listed assets of any kind ("Buyer" or "Buyers") represent, warrant and agree that:

4.1. Bidding Activity

4.1.1. Buyer, by bidding on any auction assets, is demonstrating Buyer's intention and financial capability to purchase these assets.

4.1.2. Upon the placing of a bid, the Buyer may not retract, amend or modify their bid without prior approval by the Company.

4.1.3. At the close of an auction in which Buyer has a winning bid, Buyer agrees to make immediate payment for the total amount of the transaction, including the stated Buyer's Premium, transfers if applicable, using payment methods provided by Company upon auction close but in no circumstance later than 2 business days of the payment notification. If the Company does not receive payment within 2 business days, Buyer will be considered in default of bidding contract and will be responsible for penalty fees of $200 or 20% of the final transaction price, whichever is greater.

4.1.4. The Buyer understands that it is the Company's policy to allow first time buyers to have no more than 2 outstanding transactions that requires payment at one time. Once the Buyer's outstanding transactions have been paid, the Buyer is free to continue bidding until they win an additional auction. As soon as the Buyer completes their first transaction, they will be able to bid without any restrictions. A completed transaction is one that has been paid, received, and the merchandise has been approved.

4.2. Asset Receipt and Inspection

4.2.1. After the close of an auction in which Buyer has the highest bid, Buyer is required to make arrangements to pay for the asset(s) and to assume transfer of Seller's Listed assets. If a buyer refuses acceptance of a transferred asset the buyer is responsible for all fees charged by BigBangnames.

4.2.2. In the absence of Seller fraud, failure of Buyer to complete the purchase of assets may result in damages, including but not limited to the specific performance of the Buyer. Buyer's failure to purchase assets after a Buyer's high bid is accepted will result in suspension or termination of Buyer's account. In addition, in the event of Buyer's failure to complete a transaction in the absence of Seller fraud, the Buyer agrees to immediately remit a success fee to the Company equal to 20% of the final bid placed on this listing. In the event of Buyer's default, the right is reserved to sell or otherwise dispose of the subject asset(s) and to charge all losses and expenses incidental thereto to the defaulting Buyer. The bid deposit, if applied to the transaction, shall be immediately forfeited by Buyer and applied against any such losses, expenses and liquidated damages.


5. PAYMENT COLLECTION
Upon the close of a sale, the Company's payment collection team will use its best efforts to contact buyers in order to ensure timely payment. Payment is collected for all costs associated with the transaction. Preferred methods of payment include wire transfers and PayPal. PayPal and Credit cards shall be accepted up to the limit of US $5,000 per transaction. All payments should be made via approved payment methods. PayPal and wire transfer are acceptable methods of payment. International buyers may pay for transactions via wire transfer only.


5.1 Performance
Sellers acknowledge that despite the Company's best efforts, Buyers may fail to perform. The Company does not provide any representations or guarantees that Buyers will pay Sellers on their agreed price on a timely basis. In such circumstances, the Company will inform the seller and contact the next highest bidder in order to close a transaction.

5.2 Fraud
The Company reports instances of credit card fraud to the FBI and prosecutes offenders to the full extent of the law. Credit card fraud includes any instance where a buyer has charged back their credit card payment and maintains possession of the asset(s).

6. NON-CIRCUMVENTION
Users agree not to negotiate, communicate, or transmit any information of any kind with any other Registered User (whether or not the User has placed a bid) in an attempt to complete the sale of assets and specified quantities listed in the ASA through a means outside of the Company's online liquidation auction (a "Circumventing Transaction"). In the event a Seller completes a Circumventing Transaction within 12 months following the expiration of a Seller's auction, Seller understands and agrees that Seller is obligated to immediately remit a success fee to the Company equal to 20% of the final aggregate gross sale price for the assets or merchandise sold in the Circumventing Transaction. This non-circumvention clause shall apply to Users and their principles, agents and representatives, including but not limited to employees, consultants, bankers, attorneys, accountants, assignees, heirs and transferees.

7. DISPUTE RESOLUTIONS
In the event of a dispute between Buyer and Seller in connection with a pending transaction, all Users agree to cooperate with the Company's Buyer Relation's department to resolve the dispute before taking any other action. If the Company cannot resolve the dispute within 10 business days of the dispute form receipt, then the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions; the specific manner shall be chosen by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

8. MISCELLANEOUS
8.1. Interruption of Service
User understands that the Company shall take all commercially reasonable efforts to make its Site and Service available. However, the Company is not responsible for any damages or losses related to any system errors or interruptions affecting its Site and the processing of any online liquidation auctions or sales. User understands that the Site may be unavailable unexpectedly as a result of circumstances beyond its control or routine maintenance. User agrees not to attempt any action which may disrupt the Company's Site and Services, including transmitting any virus-infected files or software routines, bulk e-mail solicitations, or reverse engineering of any of the Company's programs or infrastructure.

8.2. Changes to Site and Services
The Company reserves the right, in its sole discretion, to modify, suspend or terminate any aspect of its Site and Services, including, but not limited to, content, auction features, news and information, and product categories without notice.

8.3. Record Keeping
The Company cannot guarantee the preservation or maintenance of records relating to historical auction transactions and bidding activity and encourages User to keep individual records and an accounting of all activity conducted through the Company's Site.

8.4. Taxes
User acknowledges and agrees that the Company does not have any responsibility to report, calculate, determine or anticipate the payment of any taxes, which may be assessed or owed by any User in connection with the use of the Company's Site and Services. User understands and agrees that User is solely responsible for the calculation and payment of any taxes that may be incurred as a result of using the Company's Site and Services.

8.5. No Agency
The relationship between Users and the Company is that of an independent contractor. No agency, partnership, joint venture or franchise relationship is implied, intended or created by the terms and conditions of this User Agreement.

8.6 Site is Only a Venue
The Site and associated sites are merely a venue for Registered Users to exchange information and facilitate transactions. It is expressly understood and agreed that the Company is not a broker or agent and has no fiduciary duty to the User with regard to transactions through the Services. Unless otherwise stated, the Company is not a party to the transactions between Buyers and Sellers. The Company does not guarantee the quality, safety, condition, or ownership of the assets advertised for sale on its Site and does not guarantee the accuracy of the information provided in the description of assets advertised for sale on its Site. Buyers are encouraged to perform their own due diligence, including, but not limited to, using the Site's "Ask the Seller a Question" feature and online research. The Company does not guarantee any individual Seller's or Buyer's ability to complete transactions using the Company's online service and makes no representation regarding the identity, creditworthiness, or performance of any User.

USER AGREES NOT TO HOLD COMPANY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS OR AGENTS LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY OF USER'S DEALINGS WITH ANY OTHER USERS.

8.7. Notice and Communication
Unless stated otherwise, all notice and communication with User shall be provided by e-mail to the e-mail address provided by the User in their registration application or via posting on the Site. Notice shall be deemed to have been provided 24 hours after the e-mail was transmitted by the Company or the information was posted on the Site. If the Company receives a message that the User's e-mail is disconnected or is no longer valid, notice shall be deemed to have been provided 72 hours following the mailing of a letter to the User's address contained in their registration application.

8.8. Indemnification
In the event User has a dispute with another User, User releases Company, directors, officers, employees and agents from claims, demands and damages, whether actual or consequential, of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. This release includes any claims brought by any individuals relating to misuse or unauthorized use of data User gives to Company. Users agree to defend, indemnify and hold harmless the Company, its affiliates, directors, officers, employees and agents to the fullest extent lawful against any and all damages (whether direct, consequential or otherwise), claims, liabilities, costs and expenses incurred (including, without limitation, all reasonable fees), as a consequence of any acts by User undertaken in connection with the Company's Site and Services, including without limitation, those arising out of any breach of any User representation or warranty, User's obligations hereunder, any User transaction attempted through the Service, or any dispute between User and any other Users.

8.9. Third Party Links
The Site may contain links to other websites or resources for the convenience of Users in locating related information and services. User acknowledges and agrees that Company is not responsible or liable for (i) the availability or accuracy of such sites or resources, or (ii) the content, advertising or products on or available from such sites or resources. The inclusion of any link on the Site does not imply that Company endorses the linked site. User uses the links at User's own risk.

8.10. Jurisdiction
This User Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to the conflicts of law provisions thereof, and, to the maximum extent permissible, without reference to that body of law known as the Uniform Computer Information Transaction Act. Any right to trial by jury with respect to any claim, action, suit or proceeding arising out of this User Agreement or any of the matters contemplated hereby is waived. User further agrees to the exercise of personal jurisdiction in the District of Columbia or the State of Delaware in connection with any dispute or claim involving the Company.

8.11. Severability
If any provision of this User Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision shall be enforced to the maximum extent permissible and the remainder of this User Agreement shall continue in full force and effect.

8.12. Termination
The terms and conditions of this User Agreement constitute a binding agreement between the Company and each User until terminated by the User or the Company. User may discontinue use of the Site and Services at any time upon notice to Company. Upon termination, User is obligated to immediately cease using the Site and Services. The Company expressly reserves the right to terminate the use of, or to refuse to permit the use of, the Services and the Website by any person or entity, at the sole discretion of the Company, for any reason and without notice.

8.13. Disclaimer of Warranties
THE SITE AND SERVICES, INCLUDING ALL CONTENT, FUNCTIONS, MATERIALS AND INFORMATION ON OR ACCESSED THROUGH THE SITE OR SERVICES, ARE PROVIDED ON AN "AS IS," "AS AVAILABLE" BASIS. THE COMPANY DISCLAIMS ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, DATA ACCURACY SYSTEM INTEGRATION OR QUIET ENJOYMENT. COMPANY DOES NOT WARRANT THAT THE SERVICES, FUNCTIONS, FEATURES OR CONTENT WILL BE FUNCTIONAL, TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. COMPANY MAKES NO WARRANTY THAT THE LISTED ASSETS, SITE OR SERVICES WILL MEET USERS' REQUIREMENTS OR EXPECTATIONS, AND EXPRESSLY DISCLAIMS ANY WARRANTIES OR GUARANTEES THAT BY LISTING THE LISTED ASSETS, THE LISTED ASSETS WILL BE SOLD. COMPANY MAKES NO WARRANTY REGARDING ANY LISTED ASSETS OR SERVICES PURCHASED OR OBTAINED THROUGH THE SERVICES OR ANY TRANSACTIONS ENTERED INTO THROUGH THE SERVICES. NO ADVICE, INSTRUCTIONS OR INFORMATION RECEIVED BY A USER, WHETHER ORALLY OR IN WRITING, FROM THE COMPANY SHALL CREATE ANY WARRANTY BY THE COMPANY NOT EXPRESSLY MADE HEREIN. COMPANY EXPRESSLY DISCLAIMS ANY ENDORSEMENT OR WARRANTY OF ANY LISTED ASSETS SOLD ON OR THROUGH THE SERVICES, AND ANY RESPONSIBILITY FOR ANY MISREPRESENTATIONS OR BREACHES COMMITTED BY ANOTHER USER.

8.14. Limitation of Liability
IN NO EVENT SHALL COMPANY, NOR ANY SELLER BE LIABLE FOR ANY DAMAGES OR ANY KIND ARISING FROM (a) ANY INJURY TO ANY PERSON OR PROPERTY CAUSED BY A LISTED ASSETS OR (b) DEFECTS IN SUCH LISTED ASSETS ON ANY THEORY OF LIABILITY INCLUDING WITHOUT LIMITATION PRODUCT LIABILITY. IN ADDITION, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES THAT ARE DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE CONTENT INCLUDING WITHOUT LIMITATION ANY MATERIALS AND FUNCTIONS RELATED THERETO, INCLUDING WITHOUT LIMITATION, LOSS OR REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, EVEN IF COMPANY OR AN AUTHORIZED REPRESENTATIVE THEREOF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL THE COMPANY'S TOTAL LIABILITY TO A USER FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION (WHETHER IN CONTRACT OR IN TORT) EXCEED THE AMOUNT OF FEES PAID BY THE USER TO THE COMPANY IN CONNECTION WITH THE DISPUTED ASSETS.

The parties have agreed that the limitations of liability set forth will survive and apply even if any limited remedy specified in this User Agreement is found to have failed its essential purpose. Some jurisdictions may not allow the limitation or exclusion of incidental or consequential damages, so the above limitation may not apply to certain Users.

8.15. Waiver
The failure of Company to exercise or enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision.

8.16. Intellectual Property
Company intellectual property ("Company IP") is all inventions, know how, improvements, discoveries, methods, processes, concepts, designs, ideas, prototypes, samples, drawings, blueprints, specifications, computer or intellectual property programs, methods of doing business, copyrights, trademarks, trade names, software and/or other works conceived of and/or reduced to practice or writing or otherwise relating to the Site or Services. Company IP may be created by one of more of Company's employee(s) alone or jointly with a User or Users arising from the use and development of the Services or as a result of User's feedback regarding the Site or Services ("Feedback"). All right, title and interest in any Company IP shall belong to Company and shall be subject to the conditions of this User Agreement. User hereby irrevocably assigns to Company all right, title and interest User may acquire in any Company IP. Company may, at its option, file an application for intellectual property protection for Company IP. If any such Company IP is created with User's participation, User agrees to cooperate with Company to assure that such application(s) will cover, to the best of User's knowledge, all related assets, including all features of commercial interest and importance. Company IP is the sole and exclusive property of the Company, unless otherwise stated and may not be used without the prior written consent of the Company.

8.17. Trademarks
The Site and the Company's tradenames, domain names and logos found on the Site are trademarks or service marks of BigBangNames No display or use of such marks may be made without the express written permission of BigBangNames

8.18. Assignment
This User Agreement may not be assigned by User or by operation of law to any other person, persons, firms or corporations without the express written approval of the Company.

8.19. Entire Agreement
This User Agreement constitutes the entire agreement between the User and the Company, and it super-cedes any previous agreements, whether oral or in writing, between Users and the Company. The Company may, at its sole discretion, remove or change any aspect of this User Agreement. Any change to this Agreement will be communicated to the users before its enforcement.