These terms and conditions of use (this “Agreement”) are by and between Digital Panorama S.A, (.Digital Panorama S.A.), a BVI limited liability corporation, and You, Your heirs, agents, successors and assigns (“You” and “Your(s)”), each side a “Party” and together, “the Parties”. This Agreement sets forth the terms and conditions of your purchase or sale of one or more Internet domain names (each, a .Domain Name.) with Digital Panorama S.A or use of other services (the .Services.) offered on www.Digital Panorama S.A.com (.the Website.), a website operated by Digital Panorama S.A, and explains Digital Panorama S.A’s obligations to You and Your obligations to Digital Panorama S.A concerning the Services.
WHEREAS, Digital Panorama S.A provides a service through the Website that displays a cubadomains.com web page that Digital Panorama S.A owns or controls to users who wish to buy or obtain other services offered on this Website; and
WHEREAS, You wish to obtain one or more of the Services;
NOW, THEREFORE, in consideration of the mutual promises, benefits and covenants contained herein and for other good and valuable consideration herewith, the receipt, adequacy and sufficiency of which are hereby acknowledged, Digital Panorama S.A and You, intending to be legally bound, hereby agree as follows:
TERM OF AGREEMENT; MODIFICATION; TERMINATION
You agree that Digital Panorama S.A may modify this Agreement and the Services from time to time. You agree to be bound by any changes Digital Panorama S.A may reasonably make to this Agreement when such changes are made. If You have used or purchased Services from Digital Panorama S.A, the term of this Agreement shall continue in full force and effect as long as You take advantage of and use the Services. You agree that Digital Panorama S.A shall not be bound by any representations made by third parties who You may use to purchase Services from Digital Panorama S.A, and that any statement of a general nature, which may be posted on the Website or contained in Digital Panorama S.A’s promotional materials, will not bind Digital Panorama S.A. Digital Panorama S.A may, at times, offer certain promotions with different charges and features. Digital Panorama S.A may, in its sole discretion, add, delete or change any of the services provided or fees charged by Digital Panorama S.A. These will be binding on the date that they become effective, similar to any other revision that is made to this Agreement.
You agree that Digital Panorama S.A may, in its sole discretion, terminate this Agreement, or any commercial activity or other use of the Services provided by Digital Panorama S.A under this Agreement immediately and without any notice. Without limiting the foregoing, Digital Panorama S.A may terminate this Agreement (a) if Digital Panorama S.A determines in its sole discretion that You have acted inconsistently with the obligations or the spirit of this Agreement or of other Digital Panorama S.A policies; (b) if Digital Panorama S.A determines in its sole discretion that You have infringed upon or tried to infringe upon the proprietary rights of others; or (c) if any information that You have provided Digital Panorama S.A is found in Digital Panorama S.A.s sole discretion to be false or that Digital Panorama S.A has been unable to authenticate or verify the veracity of such information.
Only adults who can form legally binding contracts under applicable law can actively participate in the activities conducted through Digital Panorama S.A. By completing the registration information, by opening an account with Digital Panorama S.A, or otherwise participating in commercial activity conducted through the Website, You certify that You are 18 years of age or older, are competent to assume legally-binding obligations, and have the resources available to honor those obligations that You undertake. Digital Panorama S.A reserves the right to refuse, limit or restrict any of the Services for any reason, at any time, and in its sole discretion.
INFORMATION AND PRIVACY
NO UNLAWFUL CONDUCT OR IMPROPER USE
As a condition of Your use of the Services, You agree not to use them for any purpose that is unlawful or prohibited by this Agreement, and You agree to comply with any applicable local, state, federal and international laws, government rules or requirements. You agree that You will not be entitled to a refund of any fees paid to Digital Panorama S.A or to a third party for any Services if, for any reason, Digital Panorama S.A
Digital Panorama S.A reserves the right to terminate a domain sale if Your usage of the Services results in, or is the subject of, legal action or threatened legal action, against Digital Panorama S.A or any of its affiliates or partners, without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit.
You agree that Digital Panorama S.A, or its third-party licensors, holds all rights, title and interest in the Services and all intellectual property related therewith, including other rights related to intangible property, unless otherwise indicated. You acknowledge that no title or interest in such intellectual property rights is being transferred to You and You agree to make no claim of an interest in or to any aspect of the Services.
You understand and agree that all content and materials contained in this Agreement, other policies, the Website, and any affiliated websites, are protected by the various copyright, patent, trademark, service mark and trade secret laws of the United States, as well as any other applicable proprietary rights and laws, and that Digital Panorama S.A or its third-party licensors expressly reserves its rights in and to all such content and materials. You further understand and agree that You are prohibited from using, in any manner whatsoever, any of the content or materials described above without the express written permission of Digital Panorama S.A or its licensors. No license or right under any copyright, patent, trademark, service mark or other proprietary right or license is granted to You or conferred upon You by this Agreement or otherwise.
REPRESENTATIONS AND WARRANTIES
You, or the individuals who electronically execute this Agreement on Your behalf, hereby represent and warrant that they have the right, power, legal capacity and appropriate authority to enter into this Agreement, and that they own and have not transferred to any other person or entity any of the rights, claims or interests that are the subject of this Agreement. You represent and warrant that You are 18 years of age or older, or that You have an agent authorized by law to represent You who is 18 years of age or older who is entering into this Agreement on Your behalf. You warrant that each action You take is being done in good faith and that You have no knowledge that Your actions in connection with using the Services infringe upon or conflict with the legal rights of a third party or a third party’s trademark, trade name, copyright or other intellectual property right.
LIMITATION OF LIABILITY
IN NO EVENT SHALL DIGITAL PANORAMA S.A BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT,INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT OR GOODWILL, FOR ANY MATTER, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF WARRANTIES, EITHER EXPRESS OR IMPLIED, ANY BREACH OF THIS AGREEMENT OR ITS INCORPORATED AGREEMENTS AND POLICIES, YOUR INABILITY TO USE THE SERVICES OR ANY RELATED SOFTWARE, YOUR LOSS OF DATA OR FILES OR OTHERWISE, EVEN IF DIGITAL PANORAMA S.A HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Some countries may not allow such a broad exclusion or limitation on liability for damages as contained herein. In such countries, the foregoing limitation of liability shall be restricted only to the extent required by law. You agree that in no event shall Digital Panorama S.A’s maximum aggregate liability exceed the total amount paid by You for the particular domain name in dispute purchased from Digital Panorama S.A.
DISCLAIMER OF WARRANTIES
ALL PRODUCTS, SERVICES, INFORMATION, AND DATA PROVIDED TO YOU UNDER THIS AGREEMENT ARE PROVIDED “AS IS” AND “WHERE IS” AND WITHOUT ANY WARRANTY OF ANY KIND. DIGITAL PANORAMA S.A EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, AND THE QUALITY AND AVAILABILITY OF TECHNICAL SUPPORT. DIGITAL PANORAMA S.A ASSUMES NO RESPONSIBILITY AND SHALL NOT BE LIABLE FOR ANY DAMAGES TO, OR VIRUSES THAT MAY AFFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY IN CONNECTION WITH ACCESS TO OR USE OF SERVICES UNDER THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, DIGITAL PANORAMA S.A FURTHER DISCLAIMS ANY WARRANTY THAT THE FUNCTIONS OR SERVICES PROVIDED BY DIGITAL PANORAMA S.A WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE, OR THAT ANY DEFECTS THEREWITH WILL BE CORRECTED; THAT THE SERVICES PROVIDED BY DIGITAL PANORAMA S.A WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; THAT THE SERVICES PROVIDED BY DIGITAL PANORAMA S.A UNDER THIS AGREEMENT WILL OPERATE IN COMBINATION WITH ANY SPECIFIC HARDWARE, SOFTWARE, SYSTEM OR DATA; OR THAT YOU WILL RECEIVE NOTIFICATIONS, REMINDERS OR ALERTS FOR ANY EVENTS FROM DIGITAL PANORAMA S.A. YOU ACKNOWLEDGE THAT DIGITAL PANORAMA S.A CANNOT AND DOES NOT CHECK TO SEE WHETHER ANY SERVICES OR YOUR USE OF THE SERVICES UNDER THIS AGREEMENT INFRINGE THE LEGAL RIGHTS OF OTHERS.
You, at Your own expense, will indemnify, defend and hold harmless Digital Panorama S.A and the Digital Panorama S.A Related Parties against any claim, suit, action, or other proceeding brought against Digital Panorama S.A or any Digital Panorama S.A Related Party by You or any third party based on or arising from any claim or alleged claim arising out of: any claim or alleged claim arising from this Agreement; a third-party claim that a Domain Name infringes any copyright, trade secret, trademark or other intellectual property right of a third party; or Your use of the Services in any manner inconsistent with or in breach of this Agreement. You will not enter into a settlement or compromise of any such claim without Digital Panorama S.A’s prior written consent, which shall not be unreasonably withheld. Your obligation under this section extends to any and all costs, damages, and expenses, including, but not limited to, actual attorneys’ fees and costs awarded against or otherwise incurred by Digital Panorama S.A in connection with or arising from any claim, suit, action or proceeding.
No Party shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement through failure to act, delay in action, or otherwise, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such Party; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given. No waiver of any provision of this Agreement shall be deemed to constitute a waiver of any other provision (whether or not similar), nor shall such waiver constitute a waiver or continuing waiver unless otherwise expressly provided in writing duly executed and delivered.
CHOICE OF LAW; FORUM
This Agreement shall be interpreted and enforced in accordance with the laws of the Commonwealth of BVI, without regard to BVI’s laws on the choice of law. The Parties agree that any action relating to this Agreement is subject to the exclusive jurisdiction of the courts of the Commonwealth of BVI, and further agree to proper venue in those courts. The prevailing Party in any such action shall be entitled to recover its reasonable attorneys’ fees, costs and disbursements incurred in connection therewith.
Any notice or other communication required or permitted to be delivered to Digital Panorama S.A under this Agreement shall be in writing and deemed properly delivered by certified mail, return receipt requested, to Digital Panorama S.A.
Any notice or other communication required or permitted to be delivered to You by Digital Panorama S.A under this Agreement shall be deemed properly delivered by e-mail to the contact address that You have provided to Digital Panorama S.A.
ENTIRE AGREEMENT; MERGER; SEVERABILITY
This Agreement, incorporating any other applicable Digital Panorama S.A policies and any modifications that may be made hereto, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes any prior agreements, representations, statements, negotiations, understandings, proposals or undertakings, oral or written, with respect to the subject matter expressly set forth herein. There are no representations, warranties, conditions or other agreements, express or implied, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth herein. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, each Party agrees that such provision shall be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.
Terms of Sale
Buyer represents that it does not hold or assert any trademark, trade name, copyright, or other intellectual property right in or to the Domain Name(s), or any portion thereof, that is the subject of these Terms of Sale. In the alternative, if Buyer does now or intends to in the future hold or assert such rights, Buyer does, on its own behalf, and on behalf of any person Buyer represents, hereby waives any such claims and forever releases Digital Panorama S.A and the Digital Panorama S.A Related Parties from any and all claims arising from such rights. To the extent that such waiver and release of claims is determined to be invalid in whole or in part for any reason, Buyer agrees that its remedy in any dispute with Digital Panorama S.A shall be limited to return of the price Buyer paid for the Domain Name that is the subject of these Terms of Sale.
Buyer represents that it does not act on behalf of any other person asserting such rights.
Digital Panorama S.A reserves the right to rescind and/or make null and void the sale of any Domain Name(s) if Buyer fails to take control of the Domain Name(s), in accordance with the instructions provided, within 90 days of the sale of the Domain Name(s). ALL DOMAIN NAME SALES ARE FINAL and may be subject to prior sale.
All correspondence to Digital Panorama S.A should be addressed to Digital Panorama S.A. Marcy Building, 2nd Floor, Purcell Estate, Road Town, 3820, BVI. This Agreement shall be interpreted and enforced in accordance with the laws of the Commonwealth of BVI, without regard to BVI’s laws on the choice of law. The Parties agree that any action relating to this Agreement is subject to the exclusive jurisdiction of the federal and state courts of the Commonwealth of BVI, and further agree to proper venue in those courts. The prevailing Party in any such action shall be entitled to recover its reasonable attorneys’ fees, costs and disbursements incurred in connection therewith.
Terms & Definitions
Company Name/Legal Owner (Registrant of Record):
The Legal Owner is the legal registrant of a domain name. Use your full company or organization name as the Legal Owner. If there is no company name, you may use the personal name of the individual registrant, thus you would enter the same name in the Legal Owner field that you entered in the first name and last name fields.
If at a later time you wish to change the Legal Owner you must pay a small fee levied by the registrar, not Digital Panorama S.A, and complete a formal transfer request. All other contact information may be changed at any time via tools provided by the registrar.