Terms and Conditions
The Law Offices of Greenberg & Lieberman, LLC (G&L) with a primary address of 1425 K. St NW, Suite 300 Washington, D.C. 20005 is a law firm which provides legal services.
This website contains attorney advertising.
Prior results do not guarantee a similar outcome.
THIS IS A BINDING LEGAL AGREEMENT. YOU ARE SPECIFICALLY ADVISED TO SEEK INDEPENDENT LEGAL COUNSEL TO REVIEW THIS AGREEMENT PRIOR TO ENTERING INTO THIS AGREEMENT.
IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN DO NOT ACCESS THE SITE OR USE THE SERVICES.
This agreement is made between Greenberg & Lieberman, LLC (the “firm” or “G&L” and includes G&L’s subsidiaries, affiliates, partners, officers, members, directors, agents, and employee) and anyone who uses the website (the users). By using our website, you specifically agree to all terms of this Agreement. You should not consider this information to be an invitation to an attorney client relationship and we reserve the right to not accept you as a client.
All users have agreed to the Terms & Conditions through the act of either reading the website or ordering work or both. The website provides general information which may not reflect current legal developments and most certainly was not written with your facts in mind and should not be considered legal advice. We do not provide any warranty of any sort as pertaining to the information on this site and it is provided as is without any guarantees of any sort. You should not take any actions solely based on the information on this site and instead should retain an attorney licensed to practice law.
Each attorney listed on the site, although related to the Firm may not work exclusively for the firm and may be of counsel and have his or her own firm as well. Although this site may be seen across the country and around the world this does not mean our attorneys are licensed in all of such states. By emailing or otherwise transmitting information through this site or otherwise to us or any of our lawyers in connection with a matter for which we do not already represent you, you agree that our receipt or review of such information (other than such information as we may expressly request from you for the purpose of identifying conflicts of interest and evaluating our competence in the matter), even if it is confidential and transmitted in good faith to retain us, will not preclude us, should we decline to represent you or should you decline to retain us, from representing another client directly adverse to you, even in a matter where that information could be used against you.
We do not endorse and are not responsible for any third-party content that may be accessed from the Web site and do not recommend or endorse the use of any third-party’s services. Any disputes pertaining to this site’s use have jurisdiction, venue and choice of law of Washington, D.C. without regard to conflict of laws. We assume no liability as pertaining to computer viruses or other issues which you may obtain from the use of this site even if we have been told of the issue and have negligently or even grossly negligently ignored the issues. The firm may change these terms and lots of other things on the website without notice to you and if you use the site you accept any of the changes or terms as binging on you.
We may be retained to provide legal service online only as pertaining to those automated systems that are available through our websites aplegal.com, EscrowDomains.com, DomainTheft.com, among others. If a service is not available online then a retainer agreement will be provided to you listing the specific legal services for which we are being retained.
When used in the Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined.
“Agreement” means this agreement, in accordance to the Site or Services.
“Greenberg & Lieberman, LLC” is intermittently referred to as “we” or “us” or the “Firm” or “G&L.”
“Party” or “You” or “Your” refers to the Buyer, Seller, and/or Broker(s).
“Transaction” refers to the use of the G&L web site to effectuate a contract of any sort or to access or update Your secure information.
“Close of Escrow” refers to the completion of the Transaction by Buyer, Seller, and Broker(s) if applicable.
“Escrow Funds” refers to Funds deposited into escrow by the Parties.
“Escrow Services” refers to the providing of fiduciary services for the purpose of guaranteeing a contract, deed, bond, or other written agreement deposited with said fiduciary, through whom it is to be delivered to the grantee or promise on the fulfillment of some condition. Such fiduciary services are legal services even though parts of the administration of the transaction are maintained by non-lawyers, though overseen by lawyers.
“Services” refers to the Legal services provided through the following websites: aplegal.com, Escrow.Domains, EscrowDomains.com, DomainTheft.com (hereinafter “domains”). These include, but are not limited to, such legal services as intellectual prosecution (the applying for patents, trademarks or copyrights), contract review, litigation services and “Escrow Services.”
“Site” refers to the domains, sub-domains and affiliated domains.
If you retain our services then:
SCOPE AND DUTIES
a. The Firm provides legal services to the Client or Clients. The Firm shall provide those legal services reasonably required to represent the Client, shall maintain as confidential all of the Client’s information, shall keep the Client informed of the progress of the services at regular intervals and shall respond to Client’s inquires within a reasonable time.
b. The Firm’s agreement to represent the Client is based upon the Client’s agreement hereby given to fully cooperate with the Firm at all times and to provide all detailed information as may be requested by the Firm. If the Client’s sends any documents, prototypes, or any other associated item or material to the Firm, the Client is advised to send only copies, not originals, as the Firm does not generally keep copies of all such materials and cannot be held responsible for returning materials to the Client.
c. The Firm will advise the Client on the specific matters assigned to the Firm by the Client as outlined in the online system, or on the attached or subsequently signed HOURLY SCHEDULE(S) and/or FIXED FEE SCHEDULE(S), each of which are incorporated in this Agreement by this reference. The Client will not rely on the Firm for non-legal advice. The Client agrees that the Client will not use the Firm’s name or opinions without the Firm’s express written consent. After the Firm completes this matter, applicable laws or regulations might change that may affect the Client’s future rights and liabilities. While the Firm will be pleased to continue to render legal services at the Client’s request, the Firm is not obligated to advise the Client on any future legal developments unless the Client instructs the Firm to provide such legal service, signs a new Schedule and provides an initial payment as required by the terms of the schedule or the online form.
LEGAL FEES AND RETAINER
d. Greenberg & Lieberman, LLC accepts numerous payment methods including, but not limited to cash, checks, money orders, credit cards, PayPal transfers and bank wire transfers. If a specific payment method is designated on the SCHEDULE, the Client agrees to make payments in the manner described. Upon request, we will provide the correct information for sending money via PayPal or wire transfer. The Client agrees to pay all ancillary costs associated with payments made via credit card, PayPal or wire transfer. Due to the rise in fraud around the world the Firm reserves the right to hold monies provided by a client, in its sole discretion until the Firm is satisfied that there are no issues associated with the payment nor any other type of fraud. Accordingly, payment via check and credit card may be delayed by 60 days or more, PayPal by 180 days or more.
e. Other than services provided on a fixed fee basis, legal services are provided by the Firm’s attorneys on an hourly basis at the rate of $275-$600 per hour. Services rendered by paralegals of the Firm will be billed at a lower rate depending on their experience, but in any event, at the minimum rate of $180 per hour. Such fees are established by the Firm based on annual review and are a function of the experience and professional standing of the individual. Such hourly rates may, of course, change over time. The Firm’s attorneys and paralegals charge in minimum .1 hour (6 minute) units. The Client agrees to promptly pay the Firm such fees via cash, check, money order, credit card or by wire transfer upon receipt of such legal services in accordance with the terms of this Agreement. The Firm shall impose a $45 charge for a returned check (for insufficient funds) and impose a setup / handling fee of $150 plus any associated credit card fees to return funds (by business check only) to a Client that discharges the Firm prior to it providing legal services.
f. Upon our (i) receipt of a signed Agreement and Schedule in person or by US mail delivery, courier, email or fax, and (ii) your delivery of the initial retainer deposit as outlined on the Schedule, you formally retain us as your counsel and authorize us to commence providing legal services on your behalf. All subsequent signed SCHEDULES making reference to this Agreement are made a part hereof. Client agrees that it will promptly pay the retainer and all subsequent fees for services when billed by the above prescribe processes.
g. For litigation matters, the Firm requires an advanced retainer amount for any attorney to enter an appearance in any litigation matter, whether the forum is an administrative agency of a court of law. The attorneys’ and assistants’ time and all disbursements will be charged against this retainer amount. Because litigation is an ongoing endeavor, the Firm will request additional advanced retainer amounts from time to time in order to maintain the level of representation required to advance the Client’s case. Unless these requested advanced retainers are received in a timely manner, the Firm reserves the right to withdraw as counsel.
h. We occasionally utilize the services of affiliate counsel in various states. Their services may be our responsibility and you will not incur any additional charges for their review and counsel unless the subject matter falls outside the services contemplated on the Schedule or if we notify you in advance that you will incur additional fees for Additional Services. Further, in an effort to reduce and maintain lower hourly rates, we may use contract attorneys or paralegal assistance. In addition, we use email in our communications with clients and you acknowledge that such email communications are sent unencrypted.
COSTS AND EXPENSES
i. In addition to paying legal fees, the Client agrees to pay all costs and expenses incurred by the Firm, including, but not limited to, any of the following if applicable: express mail and messenger fees; long distance telephone charges; government filing fees; docketing fees; any travel, meal, lodging and parking fees; any computerized legal data base service; any litigation-related costs or fees; and other incidental expenses incurred on Client’s behalf. The Firm reserves the right to require an expense deposit in advance for reimbursement of foreseeable expenses. The Firm shall obtain the Client’s consent before retaining any outside investigator, consultant or expert or incurring any extraordinary expense over $100.00. Postage, photocopying and facsimiles in the ordinary course of business will not be charged to the Client (unless excessive, in which case they will be charged at $.10 per page). The Client agrees that the Firm shall charge, to the extent possible, all such expenses (e.g. express mail) directly to the Client’s already-established commercial accounts that shall be provided to the Firm at the time of commencement of services or as may be requested.
j. The Firm has a policy of payment prior to rendering legal services. However, the Firm will send regular statements to the Client for services rendered and costs incurred if the Client owes a balance. The Client agrees to pay all such statements promptly upon receipt. Online transactions will allow the client to login and see all accounting as needed and as such a separate accounting will not be provided. If the Firm agrees to accept partial payment then full payment shall be due either eight (8) weeks from the Schedule’s execution date or prior to a filing, if applicable, whichever is sooner. The Client agrees that the Firm may decline to render further services until the Client pays any outstanding statement(s) in full. The Firm reserves the right to require additional retainer amounts in the future in the event the Client requests additional legal services.
CONCLUSION OF SERVICES
k. When the Firm’s services conclude, all unpaid charges, including outstanding statements and accrued fees, disbursements and expenses incurred, if any, shall become due and payable. The Firm will return, in a reasonable time, any unearned portion of the advanced retainer amount and any non-incurred costs at the termination of the Firm’s services by a business check payment only. During our representation, we will keep any documents relating to this matter. When the legal matter or our representation ends, we will keep any remaining documents in our files for five years and will then destroy them in accordance with our policy for retaining and destroying documents and/or in accordance with any court protective order if the matter is in litigation. If you do not request delivery of files before the end of the five-year period, you agree that we have no obligation to retain them and may, at our discretion, destroy them.
DISCHARGE, WITHDRAWAL and TREATMENT OF CONFLICT
l. Our representation will end at the earliest of (i) your termination of our representation, (ii) our withdrawal, or (iii) the completion of the services described in the Schedule(s). You agree that we shall determine, in our sole discretion, when such services have been completed: provided, however, that any such decision shall not be unreasonably made. We may decide to withdraw as counsel in the event that you fail to cooperate with us or otherwise act in a manner contrary to the interests of you and/or your company, or to timely pay our statements in full, or in the event that we determine in our reasonable discretion that it would be improper or impracticable under the rules of professional responsibility to continue our relationship.
m. Any dispute between the parties and G&L shall be resolved through binding, not appealable arbitration, using either the DC Attorney-Client Arbitration Board (“ACAB”) or the online capabilities of the virtualcourthouse.com arbitration. The laws of Washington, D.C. will govern this Agreement, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the courts located in Washington, D.C. and you irrevocably consent to the jurisdiction of such courts, for jurisdiction and venue. You hereby waive to any objections that you may have as to venue, including forum non-conveniens.
n. For any invoice for which payment is more than 60 days past due, the firm shall assess interest on the amount due at thirteen and one-half percent (13.5%). Should it become necessary for the Firm to enforce the terms and provisions of this Agreement, the Client agrees to pay all costs of collection, including the costs of any collection agency and reasonable Firms’ fees, including reasonable attorney fees and disbursements (generated within or outside the Firm).
DISCLAIMER OF GUARANTEE
o. Nothing in this Agreement shall be construed as a guarantee of promise about the outcome of the legal work undertaken for the Client. No one can make such guarantee. With respect to intellectual property matters, the Firm (i) does not guarantee that all possible outcomes will be revealed in patent and trademark search results; and (ii) assesses and informs the Client of the likelihood of success associated with filing patents, trademarks, or copyright applications but does not guarantee registration.
Escrow Services Specifically
G&L represents numerous persons and entities around the world. Many of these persons and entities work in the business known as domaining. G&L has provided all different sorts of legal services to such persons and entities including escrow services. It is not uncommon for such individuals to interact with each other and transact business. If two or more persons or entities wish G&L to provide legal escrow services then said individuals specifically waive any conflicts pertaining to G&L acting as a qualified intermediary for the following purposes even if the other party is a client of G&L’s on other legal matters: research & review of the facts surrounding the matter, contract review as pertaining to the transaction, acquiring the property, money or rights (contractual or otherwise) (hereinafter “asset”) from the original holder or Seller, transferring the Asset, acquiring a replacement asset if needed, transferring the replacement asset, administrative management of all assets in accordance with the contract terms, review of the title / ownership status of said assets; all in accordance with the escrow & transactional agreements.
Escrow Specific Provisions
Transactions performed by a Buyer, Seller, and Broker(s) if applicable, on the Site are deemed to take place in as well as have sole jurisdiction and venue of Montgomery County, Maryland.
A person or entity offering real property, personal property, domain names (buy, rent or lease), intellectual property, and/or services for sale, and desiring to use the Site and Services in order to close such a sale, shall hereinafter be referred to as (“Seller”). A person or entity desiring to purchase personal property, domain names (buy, rent or lease), intellectual property, and/or services from a Seller, and desiring to use the Site and Services to complete the purchase shall be referred to as (“Buyer”). A person or entity desiring to broker the sale of personal property, domain names (buy, rent or lease), and/or intellectual property between a Seller and Buyer, and desiring to use the Site and Services for completing the sale/purchase shall be referred to as (“Broker”).
You must be eighteen (18) or over, or be represented by someone eighteen (18) or over, to register with the Site or otherwise use any of the Services. Participation in the Services is void where prohibited. By using the Services, you represent and warrant that you have the right, authority, and capacity to enter into this Agreement and to abide by all of the terms and conditions hereof.
If you are registering on behalf of a business entity, you represent that you have the authority to bind that entity to this Agreement. If you are acting through an agent, you are agreeing that, if your agent (e.g., employee, legal counsel, investigator, etc.) used the Site and/or Services on your behalf, you are bound as a principal by all in this Agreement. Your continued use of the Site and/or Services will ratify any unauthorized actions of your agent. You are responsible for any errors made by your agent, and any breach of this Agreement by your agent will be considered a breach by you
2. Transactions Involving a Broker
The Broker may set up the Transaction terms and provide into the system the Buyer and Seller [and additional Broker(s) when applicable] email addresses when creating the transaction. All amendments need to be from a client’s (Buyer, Seller or Broker) registered email address either internal to the escrowdomains.com website system or via email to escrow@escrowdomains.
3. Transferring and Tracking of Escrowed Items
Once G&L has received the assets and updated the transaction screen to reflect receipt, the Seller will be prompted to transfer the merchandise described in the transaction screen to the Buyer or ESP. Unless agreed upon by all Parties, the Seller has seven (7) calendar days to begin the transfer of the items to the Buyer (or G&L when applicable) and to update the transaction screen by providing the tracking or domain transfer details. If the Parties agree to extend the aforementioned period, then all Parties must promptly email escrow@escrowdomains to confirm such extension. In Basic Escrow, Seller will transfer the merchandise directly to Buyer based upon the information contained in Buyer’s Site profile. In Premium Escrow, the domain will be transferred to G&L’s account. All Parties agree to correspond with each other via phone, email, or other form of electronic communication to complete the transfer of ownership to the Buyer or ESP when applicable.
Upon delivery of assets, the Buyer is required to update the transaction status to “Received.” This will start the Buyer’s review period. The Buyer’s review period is calculated in full calendar days (a term agreed upon when creating or agreeing to transaction terms). With Premium Escrow and Financed Escrow where G&L is delivering the Escrowed Items, no review period will be provided or required.
G&L reserves the right to start the Buyer’s review period based on confirmation of delivery through online tracking, a Whois change, or confirmation of the registrar change. If G&L starts a Buyer’s review period, G&L will so notify the Buyer by email and update the transaction screen to reflect that fact.
3. Buyer’s Acceptance of Merchandise
Anytime during the Buyer’s review period, the Buyer can confirm acceptance by clicking the “Accept” button on the transaction screen. Upon the Buyer’s acceptance, G&L will release Funds to the Seller [and Broker(s) if applicable].
If the Buyer fails to update the transaction within the specified review period, the review period will automatically time out, and the Buyer’s acceptance deemed final pending verification by G&L within its sole and absolute discretion. Verification procedures may include, but are not limited to, contacting the Buyer via phone and/or email to confirm receipt and acceptance of the merchandise or “Whois” database search for domain names. G&L reserves the right to delay the release of Funds and provide the Buyer an email notice if the specified review period has ended without the Buyer’s involvement.
The Seller may provide G&L any documentation as a form of proof showing delivery of merchandise to the Buyer by emailing escrow@EscrowDomains.com.
Upon confirmation of Buyer’s acceptance, G&L will disburse Funds to the Seller [and Broker(s) if applicable] less any charges incurred for escrow fees and disbursement fees, and will send an itemized invoice to all Parties via email.
4. Buyer’s Rejection of Merchandise
Anytime during the Buyer’s review period, the Buyer can reject the asset by clicking the “Reject” button on the transaction screen. Upon the Buyer’s rejection, Buyer will have five (5) calendar days to begin the transfer process for returning the merchandise to Seller, and to update the transaction screen by providing the domain transfer details. If the Seller provided the Buyer a username and password via email, the Buyer is required to email the Seller and Cc escrow@EscrowDomains.com with the same or modified username and password. If the Seller completed the domain transfer via a push, the Buyer is required to push the domain back to the Seller’s account. The Seller is required to promptly provide the necessary registrar account details to the Buyer via phone, email, or other electronic communication in order to effectuate the domain transfer. If the domain transfer was completed with an authorization code, the Seller may elect to create an account at the domain’s current registrar and promptly provide the necessary registrar account details to the Buyer via phone, email, or other electronic communication in order to effectuate the domain transfer. The Seller may also elect to wait out any ICANN registrar lock (typically 60 days) and then have the Buyer provide the authorization code to effectuate the domain transfer. In this scenario, both parties shall email escrow@EscrowDomains.com of such remedy.
As for website content, the transfer from Buyer to Seller shall be completed in the same manner as initially used by Seller to transfer such material to Buyer, and the Parties agree to promptly notify ESP upon the completion of any such transfer.
5. Transferring and Tracking of Returned Escrowed Items
Upon delivery of the returned merchandise, the Seller is required to update the transaction status to “Received.” This will start the Seller’s review period. The Seller’s review period is calculated in full calendar days and is the same review period length as agreed upon when creating or agreeing to the Transaction terms.
G&L reserves the right to start the Seller’s review period based on confirmation of delivery through online tracking, online tracking, a Whois change, or confirmation of the registrar change. If G&L starts a Seller’s review period, G&L will so notify the Seller by email and update the transaction screen to reflect that fact.
6. Financed Escrow
1. Termination. Financed Escrow Transactions shall terminate upon the first to occur of any of the following events:
A. Upon the mutual agreement of the parties listed in this agreement.
B. Upon the written instruction of a mutually agreed arbitrator.
C. Upon the failure of the Buyer to make a payment in accordance with the Payment Schedule and subsequent disbursement of Escrow Domain Name(s) to Seller. The default cure period is five (5) business days from the day notice is given by Escrow Agent or the other Party.
2. Disbursement. G&L shall disburse any funds received from the Buyer to the Seller (and Broker if applicable) within five (5) business days. Upon receipt of all funds specified within the transaction that the Buyer must transfer to G&L (subsequently released to Seller), G&L shall transfer Asset(s) to Buyer. If the Buyer fails to remit payment in accordance with the Payment Schedule, Escrow Agent shall transfer the Asset(s) to the Seller (at the conclusion of the default cure period), and Buyer shall be entitled to no further remuneration from any party.
3. Escrowed Items. All domain names in conjunction with the transaction will be transferred to G&L. Any additional items included in the sale/purchase will be transferred directly from Seller to Buyer as stipulated in your purchase agreement.
7. Seller Acceptance of Returned Escrowed Items
Anytime during the Seller’s review period, the Seller can confirm acceptance by clicking the “Accept” button on the transaction screen. Upon the Seller’s acceptance, G&L will, in accordance with the contract, release Funds to the Buyer, less all escrow fees and any applicable disbursement fees.
If the Seller fails to update the transaction within the specified review period, the review period will automatically time out, and the Seller’s acceptance deemed final pending verification by G&L within its sole and absolute discretion. Verification procedures may include, but are not limited to, contacting the Seller via phone and/or email to confirm receipt and acceptance of the merchandise or “Whois” database search for domain names. G&L reserves the right to delay the release of Funds to Buyer and provide the Seller an email notice if the specified review period has ended without the Seller’s involvement.
The Buyer may provide G&L any documentation as a form of proof showing delivery of asset(s) to the Seller by emailing escrow@EscrowDomains.com or uploading same to the website.
Upon confirmation of Seller’s acceptance, G&L will, in accordance with the contract, disburse Funds to the Buyer less all escrow fees and disbursement fees, and will send an itemized invoice to all Parties via email. Broker(s) shall not receive any Broker’s commission or Funds in such cases because the Transaction will have been unsuccessful.
8. Seller Rejection of Returned Escrowed Items
Anytime during the Seller’s review period, the Seller can reject the returned escrowed items by clicking the “Reject” icon on the transaction screen. The Seller may only “Reject” the returned merchandise if the merchandise is not returned in the same condition as when it was sent from Seller to Buyer. In response to a valid claim for Seller rejection of returned escrowed items, both Buyer and Seller shall attempt good faith negotiation. The Negotiation Period shall be seven (7) calendar days and will begin automatically upon Seller’s rejection of returned merchandise. If Buyer and Seller are unable to negotiate a settlement agreement during that time, a seven (7) calendar day Arbitration Period will begin to run immediately upon the expiration of the Negotiation Period. If neither Buyer nor Seller files for arbitration and gives notice within that time, including but not limited to, providing an acceptable form of proof via email to the non-filing party and confirmation from escrow@EscrowDomains.com in accordance with the Dispute Resolution section of this Agreement, then the Seller shall be deemed to have waived any rights Seller may have to all or any portion of the purchase price, the Transaction shall be moved to a closed status, and G&L shall return Buyer’s Funds less all escrow fees and any disbursement fees.
9. Dispute Resolution
(a) Disputes between the Buyer and the Seller
All Parties will be emailed a notification of the Negotiation Period. If both Buyer and Seller reach an agreement during the Negotiation Period, both parties are required to email escrow@EscrowDomains.com stating the terms of the negotiated settlement agreement. ESP may require additional verification to confirm the agreement; this may be performed by phone, email, another form of electronic communication, or any other method approved or agreed to in advance by ESP in its sole discretion.
If the Parties are unable to successfully negotiate a settlement agreement during the seven (7) day Negotiation Period, an Arbitration Period of seven (7) calendar days shall automatically commence immediately upon the expiration of the Negotiation Period. Binding arbitration shall be filed during this period with one of the following arbitration systemsL ICC Arbitration, Judicial and Mediation Services, Inc., the Virtual Courthouse, American Arbitration Association, Jams or Net-ARB Inc. Proof must be provided to G&L and the other Party(s) to the Transaction before the end of the Arbitration Period. It is the sole responsibility of all Parties to perform any and all appropriate due diligence regarding the aforementioned arbitration services and websites to determine which dispute resolution program best suits their needs. If the Parties cannot agree on an arbitration service, then the first arbitration service engaged by either Party during the Arbitration Period shall arbitrate the disputed Transaction. Failure of one or both of the parties to start arbitration during the Arbitration Period may result in the release of Funds to the Buyer.
(b) Disputes between the Parties and Escrow Agent shall be in accordance with the above arbitration clause.
If all Parties have not agreed to terms, the Party that set up the transaction can login to cancel the Transaction, or the Transaction will automatically time out due to inactivity after four (4) calendar days. If all Parties have agreed to terms but ESP has not yet received Funds from Buyer, then either Party may cancel the Transaction by submitting a request via email (from the registered email address) referencing both the transaction number and transaction title in writing, or the Transaction will automatically time out due to inactivity if Buyer fails to select a payment choice within five (5) calendar days after the Parties have agreed to terms. The Transaction will be closed with no fees due. If the Buyer has selected a payment choice but G&L has not yet received Funds from Buyer, either Party may cancel the Transaction by submitting a request via email (from the registered email address) referencing both the transaction number and transaction title in writing, or the Transaction will automatically time out due to inactivity if payment is not received by G&L within ten (10) calendar days after the Buyer has selected a payment choice. The Transaction will be closed with no fees due. If ESP has received the Buyer’s funds, either Party may request a cancellation but no Funds will be released unless G&L can confirm the domain and/or website has not been released to the Buyer.
Once Funds have been received in escrow, Buyer remains responsible for all escrow fees in the event of a cancellation.
If the Seller fails to transfer the Asset(s) and provide proof of delivery by updating the escrowdomains.com transaction screen with transfer details, within ten (10) calendar days of G&L securing funds, the Buyer may request a cancellation. G&L will begin the 48-hour cancellation process, including but not limited to, contacting the Seller via phone or email to verify the transfer. If the Seller has started or completed the transfer to the buyer or to G&L, the Transaction cannot be cancelled.
11. Payment Release
12. Payment Method
A number of payment methods are presented for payment to G&L. The client sending funds shall first indicate via the website which method it intends to use prior to sending any funds. When sending the funds the client must include the transaction number in the notes associated with the sending of the funds.
13. Finality of Payment
Upon release of the Escrowed Funds, the Transaction shall be deemed closed. There will be no further obligation on the part of Buyer, Seller, Broker(s) or G&L pertaining to the matter other than any confidentiality terms.
14. Unclaimed Funds
Unclaimed Escrowed Funds held in trust for over six years will be transferred to the Inland Revenue Department, or the Public Trust, the Maryland child’s fund or be distributed as appropriate per the situation.
15. Digital Identification
Legislation passed in the U.S., Canada, U.K., E.U., Australia, New Zealand, and most nations around the world establishes the legality of e-signatures. Documents signed online with legally compliant e-signature software are as valid and binding as traditional pen-and-paper documents.
16. Duties of Greenberg & Lieberman and Limitation of Liability
BUYER EXPRESSLY AGREES THAT BUYER IS PURCHASING RIGHTS TO THE DOMAIN NAME OR OTHER MERCHANDISE AT BUYER’S SOLE RISK. OTHER THAN AS PROVIDED IN THIS AGREEMENT, G&L DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE. G&L MAKES NO WARRANTY THAT THE ASSET(S), WHETHER REAL PROPERTY, DOMAIN NAME(S) OR OTHER MERCHANDISE WILL MEET BUYER’S REQUIREMENTS, OR THAT BUYER WILL ATTAIN SPECIFIC RESULTS OR VALUE FROM REGISTRATION OR USE. NEITHER BUYER NOR SELLER WILL NAME (AND IF NAMED WILL IMMEDIATELY DISMISS) G&L, AND/OR ANY OF THEIR AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES IN ANY ACTION, ARBITRATION, OR OTHER PROCEEDING THAT DIRECTLY OR INDIRECTLY RELATES TO OR ARISES OUT OF OR IN CONNECTION WITH THIS AGREEMENT. IN NO EVENT SHALL G&L AND/OR ITS AFFILIATES, PARENTS, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, OR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SITE, THE SERVICES, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING GROSS NEGLIGENCE), WITHOUT AFFECTING THE LIMITATIONS OF LIABILITY IN THIS SECTION, THE LIABILITY OF G&L AND/OR THEIR AFFILIATES, PARENTS, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IS LIMITED IN ALL CIRCUMSTANCES TO THE LESSER OF (A) THE AMOUNT OF FEES PAID BY YOU TO G&L FOR THE TRANSACTION(S) GIVING RISE TO LIABILITY, OR (B) $100 Dollars AS LIQUIDATED DAMAGES THE REASONABLENESS OF WHICH YOU HEREBY ACKNOWLEDGE.
In the performance of its duties hereunder, the G&L shall be entitled to rely upon any document, instrument or signature purporting to be genuine and purporting to be signed by a party or its successor unless G&L has actual knowledge to the contrary. G&L may assume that any person purporting to give any notice or instructions in accordance with the provisions hereof has been duly authorized to do so.
G&L shall not be liable for any error of judgment, or any action taken or omitted to be taken hereunder, except in the case of G&L’s willful, bad faith misconduct, nor shall G&L be liable for the conduct or misconduct of any employee, agent or attorney thereof, except in the case of the willful, bad faith misconduct of any employee, agent or attorney thereof. G&L shall be entitled to consult with counsel of its choosing and shall not be liable for any action suffered or omitted in accordance with the advice of such counsel.
G&L shall not be bound or in any way affected by any notice of any waiver, modification, amendment, rescission or cancellation of this Agreement, or of any fact or circumstance affecting or alleged to affect rights or liabilities hereunder other than as is herein set forth, or affecting or alleged to affect the rights and liabilities of any other person, unless notice of the same is delivered to G&L in writing, signed by the proper parties to G&L’s satisfaction and, in the case of modification, unless such modification shall be approved by G&L in writing.
G&L and any successor, as the case may be, may resign his or its duties, and be discharged from all obligations hereunder at any time upon giving five (5) days prior written notice to each of the Parties hereto and upon return of a pro rated portion of the Fee, if appropriate in G&L’s sole discretion, to the appropriate party or parties. The Parties hereto will thereupon jointly designate a successor hereunder within said five (5) day period to whom the registration of the Domain Name and or monies will be transferred. In default of such a joint designation of a successor or if a bankruptcy or other Court action has been filed, G&L may, at its sole discretion, petition the appropriate court, that being either the Circuit Court for Montgomery County, Maryland to designate a successor, or, if for any reason such a petition is not filed, G&L may retain the escrowed funds or other property in the Escrow Account until otherwise directed by the Parties, jointly, or the expiration of the Term, in each case, without liability, obligation or responsibility.
Notwithstanding anything to the contrary herein, G&L will have the right to terminate its duties as hereunder, including, but not limited to, the deposit or transfer of funds or assets in escrow to the appropriate court, and the commencement of an action of interpleaders, and (ii) in the event of litigation between the Parties with respect to or arising out of the transfer Agreement, this Agreement, the Escrow funds, or the asset(s), G&L may deposit or transfer the Assets and or funds with the court in which said litigation is pending, and, in any such event, G&L shall be relieved and discharged from any liability or responsibility to the Parties hereto. G&L shall not be under any obligation to take any legal action in connection with this Agreement or the settlement agreement, or their enforcement or to appear in, prosecute or defend any action or legal proceeding which, in the opinion of G&L, would or might involve G&L in any cost, expense, loss, damage or liability, unless and as often as requested, G&L shall be furnished with security and indemnity satisfactory to G&L against all such costs, expenses (including attorney’s fees), losses, damages and liabilities (“litigation costs”). If G&L is pulled into litigation, for any reason, then all parties agree to be responsible, jointly and severally, for all of G&L’s litigation costs.
Under no circumstance will G&L be liable for any acts done or taken or omitted in good faith, or for any mistakes of law or fact, or for anything which it may do or refrain from doing in connection herewith, except its own willful or bad faith misconduct. In performing any of its duties hereunder, G&L will not incur any liability to any party for any claims, losses, expenses, or damages, including, without limitation, any special, incidental, or consequential damages (including lost profits), arising directly or indirectly out of this Agreement, even if G&L has been apprised of the possibility of such damages. Specifically, but without limiting any of the foregoing, G&L will not incur any liability with respect to any action taken or omitted in reliance upon any written notice, request, waiver, consent, receipt or other document which G&L in reasonably good faith believes to be genuine.
Each of the Parties jointly and severally hereby indemnify and agree to hold harmless and reimburse the G&L for and from all loss, cost, liability, damage and expense, including reasonable attorneys’ fees and court costs, asserted against or incurred by G&L, in connection with its acceptance of, or the performance of its duties and obligations under, this Agreement, including the costs and expenses of defending against any claim arising hereunder unless the same are caused by the willful or bad faith misconduct of G&L.
17. Seller’s Representations, Warranties and Covenants
Seller represents to Buyer and G&L each of the following:
(a) Seller shall deliver to Buyer right, title and interest in the domain name or other merchandise, free and clear of any liens or encumbrances of any nature, except only those created by the applicable registration agreement associated therewith, together with all Seller’s right, title, and interest in any intellectual property rights associated with same, including, without limitation, affiliated trademark rights (if applicable) and all associated good will;
(b) Seller holds all right and interest in and to the domain name or other merchandise, free and clear of any lien or encumbrance (other than that created by any applicable registration agreement) and Seller has no actual knowledge of any right or interest held therein by any third party, including, without limitation, by way of lease, security interest or similar claim that may, in any manner, restrict, impede or adversely effect the consummation of the Transaction underlying this Agreement;
(c) No fees are owing to any person/entity (including any registrar or government agency) with regard to the registration/maintenance of the domain name or other merchandise. All registration fees shall remain fully paid until final transfer of any domain name or other merchandise to Buyer under this Agreement;
(d) No false statement has been, or will be, used in connection with the registration/maintenance of the domain name, the listing of the domain name, or the Transaction contemplated by this Agreement. Any revenue, traffic or other details provided by Seller in connection with this Transaction are correct and have not been manipulated through any dishonest or contrived means;
(e) Seller is not seeking, and has not sought to use or sell the domain name or other merchandise for any unlawful purpose, including, but not limited to, unfair competition.
18. Buyer’s Representations, Warranties and Covenants
Buyer represents, warrants and covenants to Seller and G&L that Buyer has provided full, complete and truthful information to Seller and Escrow Agent, and will not, and has no intent to, use the domain name or other merchandise in any manner that may infringe upon the proprietary rights of any third party or for any unlawful purpose, including, without limitation, unfair competition.
19. Allegations of wrongdoing or requests to delay transmission of assets or finances based by either party: If either party believes there is a possibility of wrongdoing that party may email all parties and Escrow Agent alleging belief of a possibility of an irregularity requesting up to five (5) business days delay. Escrow Agent may also in its sole discretion if it believes there is a possibility of an irregularity delay the transmission of assets or funds up to ten (10) business days. If it is a party alleging an irregularity it must either agree to allow the transaction to move forward at the conclusion of the five (5) days or file an arbitration or obtain the agreement from the other party for further delay or cancellation of the agreement. If the transaction is delayed by Escrow Agent than Escrow Agent shall either allow the transaction to move forward, cancel the transaction returning all assets and funds or shall, at Escrow Agent’s sole discretion turn the assets and funds over to either an arbitration body or a court of law also in the Escrow Agents sole discretion. The Escrow AGent may also continue to hold the assets or funds with the agreement of all parties.
20. Entire Agreement
This Agreement contains the entire understanding of the Parties and there are no commitments, agreements, or understandings between the Parties other than those expressly set forth herein. This agreement shall not be altered, waived, modified, or amended except in writing signed by the Parties hereto and notarized.
You may not assign this Agreement or delegate any of your duties under this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the Parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of this Agreement.
22. Availability of Site/Services
Subject to the terms and conditions of this Agreement and our other policies and procedures, we shall use commercially reasonable efforts to attempt to provide this Site and the Services on a twenty-four (24) hours a day, seven (7) days a week basis. You acknowledge and agree that from time to time this Site may be inaccessible or inoperable for any reason including, but not limited to, equipment malfunctions; periodic maintenance, repairs or replacements that we undertake from time to time; or causes beyond our reasonable control or that are not reasonably foreseeable including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. You acknowledge and agree that we have no control over the availability of this Site or the Services on a continuous or uninterrupted basis, and that we assume no liability to you or any other party with regard thereto.
23. Access to Password Protected/Secure Areas
Access to and use of password protected and/or secure areas of the Site is restricted to authorized users only. When you use any of our Services, you are solely responsible for protecting your account from unauthorized changes by setting, and continuously managing, your password and account information. You are solely responsible for maintaining the confidentiality and secrecy of your password and account security settings, as well as your credit card and other information. All consequences resulting from a voluntary disclosure by you of your password or account information, as well as from any activities that occur in your account, are your responsibility.
You agree to notify us immediately of any unauthorized use of your account or any other breach of security. You agree that you are responsible for all activity arising from your account, whether initiated by you, by others on your behalf, or by unauthorized third parties.
Unauthorized individuals attempting to access these areas of the Site may be subject to prosecution.
24. Prohibited Conduct
The Services are only available for lawful items. You may not use the Site or the Services to: (a) violate the legal rights (such as rights of privacy and publicity) of others; (b) software or other material protected by intellectual property laws, copyright licenses, rights of privacy or publicity, or other proprietary rights, unless you own, control such rights or have received all necessary consents for your use of such software and other materials; (c) Uploading, posting or otherwise transmitting any content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment such as “Trojan horses,” or engaging in activities that result in illegal access to other computers or networks, including those of G&L; (d) restrict or inhibit any other user from the use and enjoyment in the Services or the Site, interfering with or disrupting the Services or the Site service or servers or network connected to the Site; (e) sale or distribute: firearms, ammunition, explosives, tobacco products, liquor and the sale or transfer of liquor licenses, controlled substances and pharmaceuticals, food that does not comply with all applicable laws for sale to consumers by commercial merchants, real property or any interest in real property, mortgages or deeds of trust, counterfeit, pirated or stolen goods, fraudulent goods, any goods or services that infringe or otherwise violate a third party’s rights, registered or unregistered securities, goods or services that: (i) are misrepresented, (ii) you cannot legally sell, and/or (iii) if sold, would cause G&L to violate any law, statute or regulation; (f) violate the rights of any third parties, including, but not limited to, trademark, copyright, naming or publicity rights, or (g) violate any applicable government laws or regulations. ESP will cooperate with legal authorities and Internet service providers in releasing information about users who violate the terms of this Agreement or posted policies. Users agree to indemnify and hold ESP harmless for losses resulting from any use or attempted use of the Services in violation of this Agreement. Applicable state or federal laws and regulations may further limit the Services.
YOU AGREE TO INDEMNIFY, DEFEND (THROUGH COUNSEL OF G&L’S CHOOSING), AND HOLD HARMLESS G&L AND ANY SUBSIDIARY, AFFILIATE, OFFICER, DIRECTOR, AGENT, AND EMPLOYEE (EACH AN “INDEMNITEE”) FROM ANY ACTION, LOSS, LIABILITY, DAMAGES, RECOVERIES, SETTLEMENTS, EXPENSE, CLAIM OR DEMAND (INCLUDING ATTORNEY, ACCOUNTANT, AND EXPERT WITNESS FEES AND COSTS) (COLLECTIVELY “CLAIM”), KNOWN OR UNKNOWN, CONTINGENT OR OTHERWISE, ARISING DIRECTLY OR INDIRECTLY OUT OF OR IN CONNECTION WITH (i) ANY ACT WHICH IT MAY UNDERTAKE OR REFRAIN FROM PERFORMING IN CONNECTION WITH THIS AGREEMENT OR ANY LITIGATION OR CAUSE OF ACTION ARISING FROM IN CONJUNCTION WITH THIS AGREEMENT OR INVOLVING THE SUBJECT MATTER HEREOF OR ESCROW FUNDS OR MONIES DEPOSITED HEREUNDER OF FOR ANY INTEREST UPON ANY SUCH MONIES, INCLUDING WITHOUT LIMITATION, ARISING OUR OF THE NEGLIGENCE OF G&L OR ITS SUBSIDIARY, AFFILIATE, OFFICER, DIRECTOR, AGENT, AND EMPLOYEE ; (ii) ANY ACT OR OMISSION BY YOU, INCLUDING, YOUR USE OF THE SITE OR SERVICES, OR YOUR BREACH OF THIS AGREEMENT OR ANY OTHER AGREEMENT WITH ANY THIRD PARTY OR WITH, INCLUDING ONE INCORPORATED BY REFERENCE, (iii) YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF G&L OR ANY THIRD PARTY, INCLUDING ANY ALLEGED OR ACTUAL VIOLATION OF ANY INTELLECTUAL PROPERTY OR PRIVACY RIGHTS, AND/OR (iv) ANY ACT OR OMISSION ON THE PART OF ANY INDEMNITEE (PROVIDED THAT YOU SHALL NOT BE OBLIGATED TO INDEMNIFY AS TO ACTS OR OMISSIONS BY INDEMNITEES TO THE EXTENT SUCH CLAIM AROSE AS A DIRECT CONSEQUENCE OF AN INTENTIONAL ACT BY SUCH INDEMNITEE); PROVIDED THAT THE FOREGOING INDEMNIFICATION SHALL NOT EXTEND TO WILLFUL MISCONDUCT OF G&L.
If G&L elects to control its defense, G&L may settle or resolve such Claim in its sole discretion and the foregoing indemnification obligations shall still apply. If G&L elects not to control its defense you will do so. However, you may not settle or resolve any such Claims without our express written consent unless the resolution requires a withdrawal or dismissal (with prejudice), or full and final release in our favor of all Claims asserted against us), all without admission of liability, payment obligation, or agreement to refrain from any undertaking, on the part of G&L or any Indemnitee. Any claim or cause of action arising out of or related to this Agreement, the Site, or Services must be commenced within one (1) year after the cause of action arises; otherwise, such cause of action is permanently barred. NO STATEMENTS, ADVICE OR INFORMATION PROVIDED TO YOU BY ANY EMPLOYEE OR REPRESENTATIVE OF G&L SHALL CREATE ANY OTHER WARRANTY OR ALTER THE PROVISIONS OF THIS SECTION. The provisions in this Section shall apply to the fullest extent permitted by law.
This Site has security measures in place to protect against the loss, misuse or alteration of the information under our control. When you enter sensitive information, such as account information on our Site, we encrypt the transmission of that information using secure socket layer technology (SSL). G&L follows generally accepted standards to protect the personal information submitted to us, both during transmission and once we receive it. No method of transmission over the Internet, or method of electronic storage, is 100% secure, however. Therefore, we cannot guarantee its absolute security.
27. Written Agreement
28. Titles and Headings; Independent Covenants; Severability
The titles and headings of this Agreement are for convenience and ease of reference only and shall not be utilized in any way to construe or interpret the agreement of the parties as otherwise set forth herein. Each covenant and agreement in this Agreement shall be construed for all purposes to be a separate and independent covenant or agreement. If a court of competent jurisdiction holds any provision (or portion of a provision) of this Agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of this Agreement shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.
29. Force Majeure
G&L shall not be liable to the undersigned for any loss or damage arising out of any acts of God, strikes, equipment or transmission failure, war, terrorism, or any other act or circumstance beyond the reasonable control of G&L.
Any attempt by your creditors to obtain an interest in your rights under this Agreement, whether by attachment, levy, garnishment or otherwise, renders this Agreement voidable at G&L’s option.
Except as otherwise expressly provided herein, this Agreement shall bind and insure to the benefit of the successors, assigns, heirs, executors and administrators of the parties hereto.
Last updated September 23, 2016.