This legally binding Agreement is between the undersigned user (“Member”) and Identitius LLC, located at 30 N Gould St, Suite R, Sheridan, WY 82801 USA, and its directors, officers, employees, contractors, agents, affiliates, subsidiaries, advertising partners, successors and assigns (“Identitius” or “Company”).
Acceptance of Terms
The Member agrees to be bound by this Agreement by accessing or using the Identitius website, mobile apps, communications systems, transaction platforms, tools, forums, notifications, APIs or other related services (“Site/Services”). The Member represents they are at least 18 years old and can form legally binding contracts. The Member accepts this Agreement by signing up for an account, checking a consent box, using any feature of the Site/Services or taking any other affirmative action indicating acceptance.
The primary purpose of the Site is to enable an online marketplace connecting users seeking to lease, rent, purchase or sell domain names. Identitius provides technology, tools and services to facilitate matching, transactions, communications and interactions between users but does not participate directly in user transactions. Users are solely responsible for domain name transfers, delivering usage access, and payment collection.
The Member is responsible for all activity under their account credentials. The Member agrees to immediately notify Identitius of any unauthorized account activity or usage.
The Member shall not use the Site/Services to:
Identitius may review all activity and terminate accounts or access for violations.
Assumption of Risk
The Member assumes all risk and liability for:
Domain name lessors must provide lessees a binding option to purchase leased domains per the option terms. Lessors are obligated to transfer registration rights upon exercise of the purchase option. Identitius does not ensure lessors honor purchase options.
Identitius has no control over transactions between Members. Identitius does not represent transactions are completed nor that parties will adhere to agreements. Identitius does not arbitrate disputes, provide refunds, reverse transactions or guarantee satisfaction. Identitius may provide user information to authorities investigating alleged crimes or torts between Members. Members assume all risks related to transactions with other users.
The Member agrees to pay all fees applicable to use of paid aspects of the Site/Services which are subject to change at any time per the Identitius Fees page (https://identitius.com/fees). The Member authorizes Identitius to automatically charge their payment method on file.
The Site/Services technology, software code, interfaces, logos, designs, datasets, processes and all related intellectual property rights are the exclusive property of Identitius and its licensors. The Member may not copy, adapt, modify, translate, reverse engineer, decompile, disassemble or create derivative works based on Identitius intellectual property in any way not expressly authorized in writing.
Member Content License
The Member retains copyright in content uploaded to the Site/Services. However, the Member grants Identitius and its partners a worldwide, perpetual, royalty-free, transferable, sublicensable, irrevocable license to copy, store, modify, distribute, publish, display, adapt and fully exploit that content in any media in connection with operating the Site/Services.
The Member shall fully defend, indemnify and hold harmless Identitius, its affiliates, agents, employees and licensors from any damages, liabilities, claims, actions, losses, costs or expenses arising from: (i) Member’s use of the Site/Services; (ii) Member’s violation of this Agreement; (iii) Member’s violation of any third party rights; or (iv) any transaction or interaction between Member and any other user.
THE SITE/SERVICES ARE PROVIDED “AS IS” WITHOUT ANY WARRANTIES. IDENTITIUS EXPRESSLY DISCLAIMS ALL WARRANTIES, DUTIES AND LIABILITIES INCLUDING SECURITY, ACCURACY AND NON-INFRINGEMENT. NO ORAL OR WRITTEN INFORMATION PROVIDED BY IDENTITIUS CREATES A WARRANTY.
Limitation of Liability
IDENTITIUS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, LOST PROFITS, REVENUE, GOODWILL, ANTICIPATED SAVINGS, OPPORTUNITIES, BUSINESS, DATA OR SERVICES ARISING FROM THIS AGREEMENT OR USE OF THE SITE/SERVICES REGARDLESS OF THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IDENTITIUS’ TOTAL CUMULATIVE LIABILITY SHALL NOT EXCEED $100. THE MEMBER ACKNOWLEDGES THE LIMITATIONS HEREIN ARE A BARGAINED FOR BASIS OF THIS AGREEMENT.
This Agreement shall be governed by Arizona law without regard to conflicts of law provisions. Any dispute must be resolved by binding arbitration in Phoenix, AZ utilizing the rules and procedures of the American Arbitration Association for commercial disputes. Arbitration shall be conducted by a single neutral arbitrator mutually agreed upon by both parties. Arbitration shall be limited solely to the specific dispute between Member and Identitius. Arbitration proceedings must commence within one (1) year from the date the dispute arose. Arbitration shall not be conducted as a class action or collective action.
Class Action Waiver
The Member agrees any proceedings to resolve or litigate any dispute will be conducted solely on an individual basis and not as a class action, collective action, private attorney general action or other representative proceeding. The arbitrator shall not consolidate more than one person's claims and shall not preside over any form of representative proceeding.
This Agreement shall be governed by the laws of the State of Arizona without regard to conflicts of law principles. The state or federal courts of Arizona shall have exclusive jurisdiction over any action related to this Agreement or the Site/Services.
This Agreement constitutes the entire agreement between the Member and Identitius regarding the Site/Services. This Agreement supersedes any prior agreements, understandings, statements or proposals between the Member and Identitius.
This Agreement merges and supersedes all prior and contemporaneous understandings between the parties concerning its subject matter. If any provision of this Agreement is deemed invalid or unenforceable by any court or arbitral body of competent jurisdiction, that provision will be severed from this Agreement and not affect the validity or enforceability of remaining provisions which will remain in full force and effect.
Any failure by Identitius to exercise or enforce its rights under this Agreement does not constitute a waiver of future rights. A waiver is not valid or binding unless executed in writing by an authorized representative of Identitius.
Disclaimer of Warranties
THE SITE/SERVICES ARE PROVIDED STRICTLY “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND. IDENTITIUS EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND THOSE ARISING FROM COURSE OF DEALING OR USAGE OF TRADE TO THE FULLEST EXTENT PERMITTED BY LAW. NO ORAL OR WRITTEN ADVICE BY IDENTITIUS SHALL CREATE A WARRANTY.
Member shall not disclose any confidential, proprietary or trade secret information relating to Identitius or the Site/Services, including but not limited to software, code, APIs, data, designs, features, workflows, documentation and related intellectual property. Member shall not issue any press release mentioning Identitius without prior consent.
Identitius may publicly mention Member name and limited related information regarding transactions and activity on the Site/Services for promotional, marketing and reference purposes, unless prohibited by Member in writing.
Provisions of this Agreement intended by their nature to survive termination shall survive termination, including without limitation ownership provisions, indemnities, disclaimers of warranty, limitations of liability, governing law and dispute resolution terms.
Breach and Enforcement
Any breach of this Agreement immediately terminates Member's right to access the Site/Services. Member acknowledges Identitius would suffer irreparable harm and monetary damages would be inadequate for a breach. Member consents to immediate injunction for any breach without need to post bond or other security.
U.S. Export Laws
Member shall comply with all U.S. Export Administration Regulations and not export, re-export or transfer any Identitius technology or materials in violation of U.S. law. Use of Site/Services is not authorized in any U.S. embargoed countries.
Please direct any questions about this Agreement to Identitius LLC, 0 N Gould Street, Suite R, Sheridan, WY 82801 USA or [email protected].