Wilio.com- buy and sell domain names

Terms of use

Overview

Modification of agreement, site or services

Eligibility; authority

Your account

General rules of conduct

Protection of your data

User content

Availability of website/services

Product credits

Monitoring of content; account termination policy

Additional reservations of rights

No spam; liquidated damages

Trademark and/or copyright claims

Links to third party websites

Disclaimer or representations and warranties

Limitation of liability

Indemnity

Compliance with local laws

Applicable law and jurisdiction

Unclaimed property; dormancy charges

Successors and assigns

No third party beneficiates

U.S. export laws

Force majeure

Titles and headings; independent covenants; severability

English language controls

Contact information

Service terms

Disclaimer

Digital Services Act Disclosure

TERMS OF SERVICE AGREEMENT

Last Revised: 20 May 2024

PLEASE READ THE FOLLOWING TERMS OF SERVICE AGREEMENT AND OUR PRIVACY POLICY CAREFULLY, AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES. THESE TERMS OF SERVICE AGREEMENT ALSO CONTAIN ADDITIONAL PROVISIONS APPLICABLE TO THE USE, IN THE EUROPEAN UNION ("EU"), OF OUR WEBSITE AND/OR THE DSA SERVICES (AS DEFINED BELOW).

1. OVERVIEW

This Terms of Service Agreement (this “Agreement”) is entered into by and between Undeveloped B.V. ("Wilio.com" and “Contractor”) and you and is made effective as of the date of your use of this website ("Site") or the date of electronic acceptance. This Agreement sets forth the general terms and conditions of your use of the Site and the products and services purchased or accessed through this Site (individually and collectively, the “Services”). Services Terms and additional policies apply to certain Services and are in addition to (not in lieu of) this Agreement.

The terms “we”, “us” or “our” shall refer to Wilio.com. The terms “you”, “your”, “User” or “customer” shall refer to any individual or entity who accepts this Agreement, has access to your account or uses the Services or to a user of the Website or the DSA Services. Nothing in this Agreement shall be deemed to confer any third party rights or benefits.

DSA Services: refer to, among all the Services provided by Wilio.com, the intermediary Services provided in the EU or to EU users which come within the scope of the EU Digital Services Act. These notably include certain Registrar Services provided in the EU.

Website (or Site): refers to Wilio.com's website, as currently available at www.wilio.com

2. MODIFICATION OF AGREEMENT, SITE OR SERVICES

Wilio.com may, in its sole and absolute discretion, change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to this Site. Your use of this Site or the Services after such changes or modifications have been made shall constitute your acceptance of this Agreement as last revised. If you do not agree to be bound by this Agreement as last revised, do not use (or continue to use) this Site or the Services. In addition, Wilio.com may occasionally notify you of changes or modifications to this Agreement by email. It is therefore very important that you keep your shopper account (“Account”) information current. Wilio.com assumes no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate email address. In addition, Wilio.com may terminate your use of Services for any violation or breach of any of the terms of this Agreement by you. WILIO.COM RESERVES THE RIGHT TO MODIFY, CHANGE, OR DISCONTINUE ANY ASPECT OF THIS SITE OR THE SERVICES, INCLUDING WITHOUT LIMITATION PRICES AND FEES FOR THE SAME, AT ANY TIME.

3. ELIGIBILITY; AUTHORITY

This Site and the Services are available only to individuals or entities (“Users”) who can form legally binding contracts under applicable law. By using this Site or the Services, you represent and warrant that you are (i) at least eighteen (18) years of age, (ii) otherwise recognized as being able to form legally binding contracts under applicable law, and/or (iii) are not a person barred from purchasing or receiving the Services found under the laws of the United States or other applicable jurisdiction.

If you are entering into this Agreement on behalf of a corporate entity, you represent and warrant that you have the legal authority to bind such corporate entity to the terms and conditions contained in this Agreement, in which case the terms "you", "your", "User" or "customer" shall refer to such corporate entity. If, after your electronic acceptance of this Agreement, Wilio.com finds that you do not have the legal authority to bind such corporate entity, you will be personally responsible for the obligations contained in this Agreement, including, but not limited to, the payment obligations. Wilio.com shall not be liable for any loss or damage resulting from Wilio.com's reliance on any instruction, notice, document, or communication reasonably believed by Wilio.com to be genuine and originating from an authorized representative of your corporate entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document, or communication, Wilio.com reserves the right (but undertakes no duty) to require additional authentication from you. You further agree to be bound by the terms of this Agreement for transactions entered into by you, anyone acting as your agent and anyone who uses your account or the Services, whether or not authorized by you.

4. YOUR ACCOUNT

In order to access some of the features of this Site or use some of the Services, you will have to create an Account. You represent and warrant to Wilio.com that all information you submit when you create your Account is accurate, current, and complete, and that you will keep your Account information accurate, current and complete. If Wilio.com has reason to believe that your Account information is untrue, inaccurate, out-of-date, or incomplete, Wilio.com reserves the right, in its sole and absolute discretion, to suspend or terminate your Account. You are solely responsible for the activity that occurs on your Account, whether authorized by you or not, and you must keep your Account information secure, including without limitation your customer number/login, password, Payment Method(s) (as defined below), and shopper PIN. For security purposes, Wilio.com recommends that you change your password and shopper PIN at least once every six (6) months for each Account. You must notify Wilio.com immediately of any breach of security or unauthorized use of your Account. Wilio.com will not be liable for any loss you incur due to any unauthorized use of your Account. You, however, may be liable for any loss Wilio.com or others incur caused by your Account, whether caused by you, or by an authorized person, or by an unauthorized person.

5. GENERAL RULES OF CONDUCT

You acknowledge and agree that:

Your use of this Site and the Services, including any content you submit, will comply with this Agreement, any applicable Services Agreement or policy that may apply to your Services and all applicable local, state, national and international laws, rules, and regulations.

You will not collect or harvest (or permit anyone else to collect or harvest) any User Content (as defined below) or any non-public or personally identifiable information about another User or any other person or entity without their express prior written consent.

You will not use this Site or the Services in a manner (as determined by Wilio.com in its sole and absolute discretion) that:

Is illegal, or promotes or encourages illegal activity;

Promotes, encourages or engages in the exploitation of children, or any activity related to the proliferation of child sexual abuse material (CSAM);

Promotes, encourages or engages in terrorism, violence against people, animals, or property;

Promotes, encourages or engages in any spam or other unsolicited bulk email, or computer or network hacking or cracking;

Violates the Ryan Haight Online Pharmacy Consumer Protection Act of 2008 or similar legislation, or promotes, encourages or engages in the sale or distribution of prescription medication without a valid prescription;

Violates the Fight Online Sex Trafficking Act of 2017 or similar legislation, or promotes or facilitates prostitution and/or sex trafficking;

Infringes on the intellectual property rights of another User or any other person or entity;

Violates the privacy or publicity rights of another User or any other person or entity, or breaches any duty of confidentiality that you owe to another User or any other person or entity;

Interferes with the operation of this Site or the Services found at this Site;

Contains or installs any viruses, worms, bugs, Trojan horses or other code, files or programs designed to, or capable of, disrupting, damaging or limiting the functionality of any software or hardware; or

Contains false or deceptive language, or unsubstantiated or comparative claims, regarding Wilio.com or Wilio.com’s Services.

You will not perform any false, abusive or fraudulent activity. You will not perform any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure;

You will not copy or distribute in any medium any part of this Site or the Services, except where expressly authorized by Wilio.com.

You will not modify or alter any part of this Site, or the Services found at this Site or any of its related technologies.

You will not access Wilio.com Content (as defined below) or User Content through any technology or means other than through this Site itself, or as Wilio.com may designate.

You agree to back-up all of your User Content so that you can access and use it when needed. Wilio.com does not warrant that it backs-up any Account or User Content, and you agree to accept as a risk the loss of any and all of your User Content.

You will not re-sell or provide the Services for a commercial purpose, including any of Wilio.com's related technologies, without Wilio.com's express prior written consent.

You will not circumvent, disable, or otherwise interfere with the security-related features of this Site or the Services found at this Site (including without limitation those features that prevent or restrict use or copying of any Wilio.com Content or User Content) or enforce limitations on the use of this Site or the Services found at this Site, the Wilio.com Content or the User Content therein.

You agree to provide government-issued photo identification and/or government-issued business identification as required for verification of identity when requested.

You are aware that Wilio.com may from time-to-time call you about your account, and that, for the purposes of any and all such call(s), you may be subject to call recording and hereby consent to the same, subject to any applicable laws and our restrictions and obligations thereunder, including, where permissible, to record the entirety of such calls regardless of whether Wilio.com asks you on any particular call for consent to record such call. You further acknowledge and agree that, to the extent permitted by applicable law, any such recording(s) may be submitted as evidence in any legal proceeding in which Wilio.com is a party. Further, by providing your telephone or mobile number, you consent to receive marketing telephone calls from or on behalf of Wilio.com that may be initiated by an automatic telephone dialing system and/or use an artificial or prerecorded voice. You understand that providing consent is not a condition of purchasing any good or service from Wilio.com. Similarly, by providing your mobile number, you consent to receive marketing text messages from or on behalf of Wilio.com that may be sent by an automatic telephone dialing system. You understand that providing consent is not a condition of purchasing any good or service from Wilio.com. Message and data rates may apply.

Without limiting any of the rights set forth elsewhere in this Agreement, Wilio.com expressly reserves the right to deny, cancel, terminate, suspend, or limit future access to this Site or any Services (including but not limited to the right to cancel or transfer any domain name registration) to any User (i) whose Account or Services were previously terminated or suspended, whether due to breach of this or any other Agreement or any Wilio.com policy, or (ii) who otherwise engages or has engaged in inappropriate or unlawful activity while utilizing the Site or Services (as determined by Wilio.com in its sole and absolute discretion).

If your purchase or account activity shows signs of fraud, abuse, or suspicious activity, Wilio.com may cancel any service associated with your name, email address or account and close any associated Wilio.com accounts. If Wilio.com, in its sole discretion, determines that any conducted activity is fraudulent, Wilio.com reserves the right to take any necessary legal action and you may be liable for monetary losses to Wilio.com including litigation costs and damages. To contest cancellation of Services or freezing or closure of an account, please contact customer support.

In case of violations or suspected violations of any of the above provisions, the Wilio.com is entitled to take (in its sole discretion) any such measures it considers necessary, including (but not limited to) the removal or cancellation of the domain name offering, denial or suspension of access to you and/or relaying contact details (including personal data) to authorized third parties, including rights owners and law enforcement. In addition, Wilio.com reserves the right take such measures if any act, conduct, transaction, omission, or misrepresentation, exposes Wilio.com to sanctions, restrictions, or penalties, or upon receipt of any subpoena, order, or request from any government, government official, or law enforcement authority of competent jurisdiction.

6. PROTECTION OF YOUR DATA

Wilio.com offers certain hosted Services available to you that may involve the processing of personal data about you, your customers and/or web users (“Your Data”) in the course of your use of these Services (“Covered Services”). Your Data, for the purpose of this Section, excludes any User Content. Wilio.com’s Controller to Processor Data Processing Addendum (“DPA”), which is hereby incorporated by reference and applicable to Covered Services, is meant to provide you contractual assurance that we have robust mechanisms to ensure the processing of Your Data, including transfers of Your Data from the European Economic Area to a third country, meets with compliance under applicable data privacy laws.

For the purposes of the Controller to Processor DPA and the Standard Contractual Clauses attached to the DPA (when and as applicable), you (and your applicable affiliates) are considered the Data Controller/Data Exporter, and your acceptance of the Terms of Service governing Covered Services at the time of purchase of any Covered Services will also be treated as your acknowledgement and acceptance of the Controller to Processor DPA and its appendices (including the Standard Contractual Clauses and its appendices, as applicable).

7. USER CONTENT

Some of the features of this Site or the Services, including those Services that are hosted with Wilio.com, may allow Users to view, post, publish, share, store, or manage (a) ideas, opinions, recommendations, or advice via forum posts, content submitted in connection with a contest, product reviews or recommendations, or photos to be incorporated into a social media event or activity (“User Submissions”), or (b) literary, artistic, musical, or other content, including but not limited to photos and videos (together with User Submissions, “User Content”). All content submitted through your Account is considered User Content. By posting or publishing User Content to this Site or to or via the Services, you represent and warrant to Wilio.com that (i) you have all necessary rights to distribute User Content via this Site or via the Services, either because you are the author of the User Content and have the right to distribute the same, or because you have the appropriate distribution rights, licenses, consents, and/or permissions to use, in writing, from the copyright or other owner of the User Content, and (ii) the User Content does not violate the rights of any third party. You shall be solely responsible for any and all of your User Content or User Content that is submitted through your Account, and the consequences of, and requirements for, distributing it.

User Submissions. You acknowledge and agree that your User Submissions are entirely voluntary, do not establish a confidential relationship or obligate Wilio.com to treat your User Submissions as confidential or secret, that Wilio.com has no obligation, either express or implied, to develop or use your User Submissions, and no compensation is due to you or to anyone else for any intentional or unintentional use of your User Submissions, and that Wilio.com may be working on the same or similar content, it may already know of such content from other sources, it may simply wish to develop this (or similar) content on its own, or it may have taken / will take some other action.

Wilio.com shall own exclusive rights (including all intellectual property and other proprietary rights) to any User Submissions posted to this Site, and shall be entitled to the unrestricted use and dissemination of any User Submissions posted to this Site for any purpose, commercial or otherwise, without acknowledgment or compensation to you or to anyone else.

User Content Other Than User Submissions. By posting or publishing User Content to this Site or through the Services, you authorize Wilio.com to use the intellectual property and other proprietary rights in and to your User Content to enable inclusion and use of the User Content in the manner contemplated by this Site and this Agreement. You hereby grant Wilio.com a worldwide, non-exclusive, royalty-free, sublicensable (through multiple tiers), and transferable license to use, reproduce, distribute, prepare derivative works of, combine with other works, display, and perform your User Content in connection with this Site, the Services and Wilio.com's (and Wilio.com’s affiliates’) business(es), including without limitation for promoting and redistributing all or part of this Site in any media formats and through any media channels without restrictions of any kind and without payment or other consideration of any kind, or permission or notification, to you or any third party. You also hereby grant each User of this Site a non-exclusive license to access your User Content (with the exception of User Content that you designate “private” or “password protected”) through this Site, and to use, reproduce, distribute, prepare derivative works of, combine with other works, display, and perform your User Content as permitted through the functionality of this Site and under this Agreement. The above licenses granted by you in your User Content terminate within a commercially reasonable time after you remove or delete your User Content from this Site. You understand and agree, however, that Wilio.com may retain (but not distribute, display, or perform) server copies of your User Content that have been removed or deleted. The above licenses granted by you in your User Content are perpetual and irrevocable. Notwithstanding anything to the contrary contained herein, Wilio.com shall not use any User Content that has been designated “private” or “password protected” by you for the purpose of promoting this Site or Wilio.com’s (or Wilio.com’s affiliates’) business(es). If you have a website or other content hosted by Wilio.com, you shall retain all of your ownership or licensed rights in User Content.

8. AVAILABILITY OF WEBSITE/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 Service on a continuous or uninterrupted basis, and that we assume no liability to you or any other party with regard thereto.

9. PRODUCT CREDITS

In the event you are provided with a product credit (“Credit”), whether for redemption of the purchase of a specific product or for free with the purchase of another product (“Purchased Product”), you acknowledge and agree that such Credit is only valid for one (1) year and is only available with a valid purchase and may be terminated in the event the product purchased is deleted, cancelled, transferred or not renewed. The Credit will expire one (1) year from date of purchase of the Purchased Product if the Credit has not been redeemed. In the event that the Credit is redeemed, after the initial subscription period, the product will automatically renew at the then-current renewal price until cancelled. If you wish to cancel the automatic renewal of the product, you may do so by visiting your Account or by contacting customer service. In the event your Purchased Product includes a free domain name, if you cancel the Purchased Product, the list price for the domain name will be deducted from the refund amount. The list price is the price of the domain name listed on Wilio.com's website and is not subject to any promotion, discount, or other reduction in price. For Credits issued for free with another Purchased Product, you acknowledge and agree that we may swap your Credit for a similar product, in our sole discretion.

10. MONITORING AND MODERATION OF CONTENT; RESTRICTIONS POLICY

When using this Site and/or any Service, you will not provide, post, publish, share or otherwise make available or accessible any illegal content or content that is incompatible with or violates this Agreement (including without limitation Sections 5, 7 and 12 of this Agreement).

Wilio.com generally does not pre-screen User Content (whether posted to a website hosted by Wilio.com or posted to this Site). However, and subject to applicable laws, Wilio.com reserves the right (but undertakes no duty) to do so and decide whether any item of User Content is appropriate and/or complies with this Agreement. By way of example, Wilio.com may for instance voluntarily screen or pre-screen material for potential child sexual abuse material and act against any such material.

Wilio.com may remove any item of User Content (whether posted to a website hosted by Wilio.com or posted to this Site) and/or suspend or terminate a User’s access to this Site or the Services found at this Site for posting or publishing any material in violation of this Agreement, or for otherwise violating this Agreement (as determined by Wilio.com in its sole and absolute discretion), at any time and without prior notice. Wilio.com may also suspend or terminate a User’s access to this Site or the Services found at this Site if Wilio.com has reason to believe the User is a repeat offender.

11. ADDITIONAL RESERVATIONS OF RIGHTS

Wilio.com expressly reserves the right to deny, cancel, terminate, suspend, lock, or modify access to (or control of) any Account or Services (including the right to cancel or transfer any domain name registration) for any reason (as determined by Wilio.com in its sole and absolute discretion), including but not limited to the following: (i) to correct mistakes made by Wilio.com in offering or delivering any Services (including any domain name registration), (ii) to protect the integrity and stability of, and correct mistakes made by, any domain name registry or registrar, (iii) to assist with our fraud and abuse detection and prevention efforts, (iv) to comply with court orders against you and/or your domain name or website and applicable local, state, national and international laws, rules and regulations, (v) to comply with requests of law enforcement, including subpoena requests, (vi) to comply with any dispute resolution process, (vii) to defend any legal action or threatened legal action without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit, (viii) to avoid any civil or criminal liability on the part of Wilio.com, its officers, directors, employees and agents, as well as Wilio.com's affiliates, including, but not limited to, instances where you have sued or threatened to sue Wilio.com, or (ix) to respond to an excessive amount of complaints related in any way to your Account, domain name(s), or content on your website that could result in damage to Wilio.com’s business, operations, reputation or shareholders.

Wilio.com expressly reserves the right to review every Account for excessive space and bandwidth utilization, and to terminate or apply additional fees to those Accounts that exceed allowed levels

Wilio.com expressly reserves the right to terminate, without notice to you, any and all Services where, in Wilio.com's sole discretion, you are harassing or threatening Wilio.com and/or any of Wilio.com's employees.

Wilio.com Content. Except for User Content, the content on this Site and the Services, including without limitation the text, software, scripts, source code, API, graphics, photos, sounds, music, videos and interactive features and the trademarks, service marks and logos contained therein (“Wilio.com Content”), are owned by or licensed to Wilio.com in perpetuity, and are subject to copyright, trademark, and/or patent protection in the United States and foreign countries, and other intellectual property rights under United States and foreign laws. Wilio.com Content is provided to you “as is”, “as available” and “with all faults” for your information and personal, non-commercial use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any purposes whatsoever without the express prior written consent of Wilio.com. No right or license under any copyright, trademark, patent, or other proprietary right or license is granted by this Agreement. Wilio.com reserves all rights not expressly granted in and to the Wilio.com Content, this Site and the Services, and this Agreement do not transfer ownership of any of these rights

12. NO SPAM; LIQUIDATED DAMAGES

No Spam. We do not tolerate the transmission of spam. We monitor all traffic to and from our web servers for indications of spamming and maintain a spam abuse complaint center to register allegations of spam abuse. Customers suspected to be using our products and services for the purpose of sending spam are fully investigated. If we determine there is a problem with spam, we will take the appropriate action to resolve the situation.

We define spam as the sending of Unsolicited Commercial Email (UCE), Unsolicited Bulk Email (UBE) or Unsolicited Facsimiles (Fax), which is email or facsimile sent to recipients as an advertisement or otherwise, without first obtaining prior confirmed consent to receive these communications. This can include, but is not limited to, the following:

Email Messages

Newsgroup postings

Windows system messages

Pop-up messages (aka "adware" or "spyware" messages)

Instant messages (using AOL, MSN, Yahoo or other instant messenger programs)

Online chat room advertisements

Guestbook or Website Forum postings

Facsimile Solicitations

Text/SMS Messages

We will not allow our servers and services to be used for the purposes described above. In order to use our products and services, you must not only abide by all applicable laws and regulations, which include the Can-Spam Act of 2003 and the Telephone Consumer Protection Act, but you must also abide by this no spam policy. Commercial advertising and/or bulk emails or faxes may only be sent to recipients who have "opted-in" to receive messages. They must include a legitimate return address and reply-to address, the sender's physical address, and an opt-out method in the footer of the email or fax. Upon request by us, conclusive proof of opt-in may be required for an email address or fax number

If we determine the account, products, or services in question are being used in association with spam, we may re-direct, suspend, or cancel any account, web site hosting, domain registration, email boxes, or other applicable products or services. In such event, at our election, we may require you to respond by email to us stating that you will cease to send spam and/or have spam sent on your behalf and to require a non-refundable reactivation fee to be paid before the site, email boxes, and/or services are reactivated.

We encourage all customers and recipients of email generated from our products and services to report suspected spam. Suspected abuse can be reported by email or through our Spam Abuse Complaint Center on the Web. Web:report abuse.

Liquidated Damages. You agree that we may immediately terminate any Account which we believe, in our sole and absolute discretion, is transmitting or is otherwise connected with any spam or other unsolicited bulk email. In addition, if actual damages cannot be reasonably calculated then you agree to pay us liquidated damages in the amount of $1.00 for each piece of spam or unsolicited bulk email transmitted from or otherwise connected with your Account.

13. TRADEMARK AND/OR COPYRIGHT CLAIMS

Wilio.com supports the protection of intellectual property. If you would like to submit (i) a trademark claim for violation of a mark on which you hold a valid, registered trademark or service mark, or (ii) a copyright claim for material on which you hold a bona fide copyright, please refer to Wilio.com's Trademark and/or Copyright Infringement Policy referenced above and available here.

For complaints, comments or the identification of content that infringes any law or infringes the (intellectual property) rights of third parties, please e-mail us to support@wilio.com.

14. LINKS TO THIRD PARTY WEBSITES

This Site and the Services found at this Site may contain links to third party websites that are not owned or controlled by Wilio.com. Wilio.com assumes no responsibility for the content, terms and conditions, privacy policies, or practices of any third party websites. In addition, Wilio.com does not censor or edit the content of any third party websites. By using this Site or the Services found at this Site, you expressly release Wilio.com from any and all liability arising from your use of any third party website. Accordingly, Wilio.com encourages you to be aware when you leave this Site or the Services found at this Site and to review the terms and conditions, privacy policies, and other governing documents of each other website that you may visit.

15. DISCLAIMER OR REPRESENTATIONS AND WARRANTIES

YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THIS SITE AND THE SERVICES FOUND AT THIS SITE SHALL BE AT YOUR OWN RISK AND THAT THIS SITE AND THE SERVICES FOUND AT THIS SITE ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”. WILIO.COM, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD PARTY SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WILIO.COM, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE, (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND/OR (III) THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND WILIO.COM ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE SAME. IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT NO ORAL OR WRITTEN INFORMATION OR ADVICE PROVIDED BY WILIO.COM, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS REPRESENTATIVES), AND THIRD PARTY SERVICE PROVIDERS WILL (I) CONSTITUTE LEGAL OR FINANCIAL ADVICE OR (II) CREATE A WARRANTY OF ANY KIND WITH RESPECT TO THIS SITE OR THE SERVICES FOUND AT THIS SITE, AND USERS SHOULD NOT RELY ON ANY SUCH INFORMATION OR ADVICE. THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE.

16. LIMITATION OF LIABILITY

IN NO EVENT SHALL WILIO.COM, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD PARTY SERVICE PROVIDERS, BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING ANY THAT MAY RESULT FROM (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE, (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (III) THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER, (V) THIRD PARTY CONDUCT OF ANY NATURE WHATSOEVER, (VI) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL CONTENT, PERSONAL INFORMATION, FINANCIAL INFORMATION OR OTHER INFORMATION AND DATA STORED THEREIN, (VII) ANY INTERRUPTION OR CESSATION OF SERVICES TO OR FROM THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (VIII) ANY VIRUSES, WORMS, BUGS, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR FROM THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, (IX) ANY USER CONTENT OR CONTENT THAT IS DEFAMATORY, HARASSING, ABUSIVE, HARMFUL TO MINORS OR ANY PROTECTED CLASS, PORNOGRAPHIC, “X-RATED”, OBSCENE OR OTHERWISE OBJECTIONABLE, AND/OR (X) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT WILIO.COM IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL WILIO.COM’S TOTAL AGGREGATE LIABILITY EXCEED $10,000.00 U.S. DOLLARS. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE.

17. INDEMNITY

You agree to protect, defend, indemnify and hold harmless Wilio.com and its officers, directors, employees, agents, and third party service providers from and against any and all claims, demands, costs, expenses, losses, liabilities and damages of every kind and nature (including, without limitation, reasonable attorneys’ fees) imposed upon or incurred by Wilio.com directly or indirectly arising from (i) your use of and access to this Site or the Services found at this Site; (ii) your violation of any provision of this Agreement or the policies or agreements which are incorporated herein; and/or (iii) your violation of any third party right, including without limitation any intellectual property or other proprietary right. The indemnification obligations under this section shall survive any termination or expiration of this Agreement or your use of this Site or the Services found at this Site.

18. COMPLIANCE WITH LOCAL LAWS

Wilio.com makes no representation or warranty that the content available on this Site or the Services found at this Site are appropriate in every country or jurisdiction, and access to this Site or the Services found at this Site from countries or jurisdictions where its content is illegal is prohibited. Users who choose to access this Site or the Services found at this Site are responsible for compliance with all local laws, rules, and regulations.

19. APPLICABLE LAW AND JURISDICTION

This Agreement, as well as any Service Terms are governed by the laws of England and Wales. Any dispute resulting out of or in connection with this Agreement or any associated agreement shall be exclusively submitted to the competent court in London, England.

In the event the Buyer is a US citizen or a US based business and the Buyer has opted for a credit or debit card payment via the third party payment platform Adyen.com, these Terms, as well as any associated agreement shall be governed by US law. In this event, US courts shall have jurisdiction to decide on the dispute and Parties shall determine in good faith basis which court shall be the competent court to resolve the dispute.

20. UNCLAIMED PROPERTY; DORMANCY CHARGES

Please be advised that if a customer has an outstanding account balance (a credit positive balance) for three (3) years or more for any reason, and (i) Wilio.com is unable to issue payment to such customer or (ii) Wilio.com issued payment to such customer in the form of a paper check, but the check was never cashed, then Wilio.com shall turn over such account balance to the State of Texas in accordance with state law. You acknowledge and agree that in either case (i) or (ii) above, Wilio.com may withhold a dormancy charge in an amount equal to the lesser of $25.00 or the total outstanding account balance associated with such customer.

21. SUCCESSORS AND ASSIGNS

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and assigns.

22. NO THIRD PARTY BENEFICIATES

Nothing in this Agreement shall be deemed to confer any third party rights or benefits.

23. U.S. EXPORT LAWS

This Site and the Services found at this Site are subject to the export laws, restrictions, regulations and administrative acts of the United States Department of Commerce, Department of Treasury Office of Foreign Assets Control (“OFAC”), State Department, and other United States authorities (collectively, “U.S. Export Laws”). Users shall not use the Services found at this Site to collect, store or transmit any technical information or data that is controlled under U.S. Export Laws. Users shall not export or re-export, or allow the export or re-export of, the Services found at this Site in violation of any U.S. Export Laws. None of the Services found at this Site may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) any country with which the United States has embargoed trade; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Denied Persons List, or any other denied parties lists under U.S. Export Laws. By using this Site and the Services found at this Site, you agree to the foregoing and represent and warrant that you are not a national or resident of, located in, or under the control of, any restricted country; and you are not on any denied parties list; and you agree to comply with all U.S. Export Laws (including “anti-boycott”, “deemed export” and “deemed re-export” regulations). If you access this Site or the Services found at this Site from other countries or jurisdictions, you do so on your own initiative and you are responsible for compliance with the local laws of that jurisdiction, if and to the extent those local laws are applicable and do not conflict with U.S. Export Laws. If such laws conflict with U.S. Export Laws, you shall not access this Site, or the Services found at this Site. The obligations under this section shall survive any termination or expiration of this Agreement or your use of this Site or the Services found at this Site.

24. FORCE MAJEURE

Wilio.com shall not be liable for any delay or failure to perform any obligation under this Agreement to the extent such delay or failure relates to any cause beyond Wilio.com’s reasonable control (“Force Majeure”), including acts of God; labor disputes or other industrial disturbances; electrical or power outages; utilities or other telecommunications failures; destruction or extensive damage of factories, colocation centers, or company headquarters; earthquake, storms or other elements of nature; blockages; embargoes; riots; acts or orders of government; acts of terrorism or war; or pandemics.

In the event of Force Majeure, Wilio.com shall inform you in writing of its occurrence. Wilio.com is entitled (but not obliged) to cancel or terminate the agreement associated with the Services in case of Force Majeure, without incurring any costs or payments to you.

25. 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.

26. ENGLISH LANGUAGE CONTROLS

This Agreement, along with all policies and the applicable product agreements identified above and incorporated herein by reference (collectively, the “Agreement”), is executed in the English language. To the extent any translation is provided to you, it is provided for convenience purposes only, and in the event of any conflict between the English and translated version, where permitted by law, the English version will control and prevail. Where the translated version is required to be provided to you and is to be considered binding by law (i) both language versions shall have equal validity, (ii) each party acknowledges that it has reviewed both language versions and that they are substantially the same in all material respects, and (iii) in the event of any discrepancy between these two versions, the translated version may prevail, provided that the intent of the Parties has been fully taken into consideration.

27. CONTACT INFORMATION

If you have any questions about this Agreement, please contact us by email or regular mail at the following address:

Wilio.com Legal Department

You can submit any complaints about the Services provided by Wilio.com by sending an e-mail to support@wilio.com, along with a complete and clear description of the complaint and relevant documentation. Complaints should be submitted within a reasonable timeframe after You becomes aware of any defect in the Services. In this respect, any complaints filed within a period of 14 days are deemed to have been submitted within a timely manner.

28. SERVICE TERMS

Registrar Services. The following additional Terms apply with respect to Registrar Services provided by the Wilio.com to you.

Your Additional Obligations

You and Wilio.com shall enter into a Registration Agreement, which includes the application procedure for registering domain names through the Website. By entering into the Registration Agreement, you agree to be bound by these Terms, as well as any applicable terms, regulations and possible domain name dispute resolution policies that may apply with respect to the registration of the domain name.

Registration Services shall only be provided after the following conditions are met:

acceptance by you of the applicable Terms and Agreement(s);

acceptance by the Wilio.com (in its sole discretion) of the domain registration application;and

payment of the applicable fees by you.

You are responsible for ensuring that all information provided to the Wilio.com is complete and accurate.

Limitation of Liability

You acknowledge and agrees that Wilio.com does not control all aspects of the domain name registration process. Wilio.com shall therefore not be liable for any inaccuracies regarding the registration information relating to information provided by you or any information processed and/or used by the respective domain name registry. Wilio.com shall not be held liable and not refund any domain name registration due to spelling errors/typos.

You acknowledge and agrees that Wilio.com only acts as an intermediary on behalf of you. As a result, Wilio.com shall not perform any actions with respect to the Registrar Services without Your prior written instructions or consent. You acknowledge and agrees that Wilio.com shall not be liable for any damages as a result of your own omissions or incomplete or untimely instructions.

You acknowledge and agrees that the domain name registration is subject to suspension, cancellation, or transfer to correct mistakes by the Wilio.com, another registrar, or a registry administrator in administering the domain name or for the resolution of disputes concerning the domain name pursuant to an ICANN policy or procedure. It is your sole responsibility to verify if any domain name is infringing the patent, copyright, trademark, trade secret, right of publicity or other intellectual property rights of any third party prior to registration. In the event that the domain name is found to be infringing, Wilio.com may cancel or terminate the registration with immediate effect, without any obligation to refund any amounts paid by you to the Wilio.com or without the obligation to compensate you for any damages incurred therewith. You acknowledge and agrees that Wilio.com is entitled (in its sole discretion) to suspend, cancel, transfer, or otherwise modify a domain name registration in order to comply with a court order. In no event shall Wilio.com be liable to you in that respect.

You shall defend, indemnify and hold harmless the Wilio.com from and against any and all claims, losses, damages, liabilities, costs and expenses, including attorneys’ fees, arising from or relating to your breach of the Registration Agreement, these Terms or any policies which apply to the Services, as well as your use of the domain name or any third party claim with respect to the domain name.

Fees

Registrar Services are subject to payment of the applicable fees. All fees are non-refundable, in whole or in part, even if your domain name registration is suspended, cancelled, or transferred prior to the end of your then-current registration term. It is the responsibility of the listed registrant for the domain name to maintain records appropriate to document and prove the initial domain name registration date.

Wilio.com reserves the right to modify fees, surcharges, and renewal fees or to institute new fees at any time with 30 days' notice, for any reason, at its sole discretion.

Registration Information

As part of the domain name registration process and in accordance with ICANN policies, a registered name holder is required to submit, and update within seven (7) days of any change, complete and accurate information, including (but not limited to) the following:

The domain name registrant's name and postal address;

The domain name being requested;

Administrative contact information, including the name, postal address, email address, telephone number, and where available, fax number of the administrative contact for the domain name; and

Technical contact information, including the name, postal address, email address, telephone number, and where available, fax number of the technical contact for the domain name; and

Billing contact information, including the name, postal address, email address, voice telephone number, and where available, fax number of the billing contact for the domain name.

The original creation date of the domain name registration;

The submission date and time of the registration to Wilio.com and by Wilio.com to the proper registry;

Communications (electronic or paper form) constituting registration orders, modifications, or terminations and related correspondence between You and the Wilio.com;

Account records for your domain name registration, including dates and amounts of all payments and refunds;

The IP addresses of the primary nameserver and any secondary nameservers for the domain name;

The corresponding names of those nameservers;

The name, postal address, email address, voice telephone number, and where available, fax number of the technical contact for the domain name;

The name, postal address, email address, voice telephone number, and where available, fax number of the administrative contact for the domain name;

The expiration date of the registration; and

Information regarding all other activity between you and us regarding your domain name registration and related services.

You therefore acknowledge and agree that Wilio.com will make this information available as part of the domain name registration process.

Upon renewal of the domain name registration, the type of information You is required to provide may have changed. You acknowledge and agree that the Wilio.com may refuse renewal of the registration if you fail to timely submit any additional required information.

Broker Services. The following additional Terms apply with respect to Domain Brokerage Services (the “Brokerage Services”) provided by Wilio.com, to you

Brokerage Definitions

Asking Price: the amount for which Wilio brokerage is authorized to publish a Brokered Domain for sale.

Brokered Domain: a domain name that You refers to Wilio brokerage for Brokerage Services hereunder.

Buyer: a person who wishes to purchase a registered domain name.

Commission and/or Fee: the amount to be paid by You to Wilio.com as set forth below.

Reserve Price: the minimum amount for which Wilio brokerage is expressly authorized to sell a Brokered Domain.

Sales Price: the sum of the cash plus the value of any other consideration that a Buyer pays, remits, barters, or otherwise exchanges in order to obtain rights to a Brokered Domain hereunder.

Seller: a person who is the registrant of the domain name that a Buyer wishes to purchase.

Description of Services. The Brokerage Services are provided to facilitate the buying and selling of currently registered domain names only, and not the purchase or sale of associated website content. Wilio.com provides a venue and a transaction facilitation process and will take a stated commission for each completed transaction. Wilio.com is not an escrow agent. As a result, Wilio.com does not guarantee the quality, safety or legality of many of the domain names. A Seller may elect to withdraw from negotiations at any time without any penalty up until the point in time when Seller has provided a verbal or written confirmation of an agreed upon purchase price, at which point the negotiation process is deemed to be complete.

You acknowledge and agree that your transaction will be handled by Wilio.com’s “Transaction Assurance” process. Wilio.com will remit payment of the full agreed upon purchase price to the Seller within approximately 20 days after receiving funds from the Buyer, except in the event of a dispute or where the payment is suspected to be fraudulent, as determined by Wilio.com in its sole and absolute discretion.

By using Wilio.com's “Transaction Assurance” process, you authorize Wilio.com to perform tasks on your behalf in order to complete the transaction. In these transactions, Wilio.com acts as a transaction facilitator to help you buy and sell domain names. Wilio.com will not use your funds for its operating expenses or any other corporate purposes, and will not voluntarily make funds available to its creditors in the event of bankruptcy or for any other purpose. You acknowledge Wilio.com is not a bank and the service is a payment processing service rather than a banking service. You further acknowledge Wilio.com is not acting as a trustee, fiduciary or escrow with respect to your funds.

Except under the limited circumstances expressly set forth in Section 28 B VIII Limited Warranty for Sold Domains below, Wilio.com is not responsible and disclaims all liability in the event that the domain name transaction fails to complete due to breach by either the Buyer or the Seller of its respective obligations. Buyer acknowledges and agrees that Buyer does not obtain any rights in the registration of a domain name until the transaction is complete

In all transactions, where the domain name is registered to Wilio.com, domain names purchased through the Services may not be transferred away from Wilio.com to another registrar for a period of sixty (60) days following the Change of Ownership date.

FOR THE PURPOSE OF FACILITATING THE CHANGE OF REGISTRANT INFORMATION DURING AND AFTER THE SALE OF ANY DOMAIN NAME, WHETHER AS BUYER OR SELLER, AND IN ACCORDANCE WITH ICANN’S CHANGE OF REGISTRANT POLICY, YOU AGREE TO APPOINT WILIO.COM AS YOUR DESIGNATED AGENT FOR THE SOLE PURPOSE OF EXPLICITLY CONSENTING TO MATERIAL CHANGES OF REGISTRATION CONTACT INFORMATION ON YOUR BEHALF. AS DEFINED IN ICANN’S CHANGE OF REGISTRANT POLICY, A “DESIGNATED AGENT” MEANS AN INDIVIDUAL OR ENTITY THAT THE PRIOR REGISTRANT OR NEW REGISTRANT EXPLICITLY AUTHORIZES TO APPROVE A CHANGE OF REGISTRANT REQUEST ON ITS BEHALF.

Your Obligations (Applicable to Both Seller and Buyer)

You agree to thoroughly, accurately, and honestly complete all forms and requests for information provided by Wilio.com throughout the process. You agree Wilio.com will not be responsible for any false or misleading information you provide, whether intentionally or unintentionally.

You agree to notify Wilio.com within five (5) business days when any of the information you provided changes. It is your responsibility to keep this information in a current and accurate status. Failure by you, for whatever reason, to provide Wilio.com with accurate and reliable information on an initial and continual basis, shall be considered a material breach of this Agreement. Failure by you, for whatever reason, to respond within five (5) business days to any inquiries made by Wilio.com to determine the validity of information provided by you, shall also be considered a material breach of this Agreement.

Both Buyer and Seller are obligated to complete the transaction after they mutually agree to a price for the domain(s). Both Buyer and Seller specifically authorize and direct Wilio.com to act as their Designated Agent to facilitate the transfer of the domain(s).

Provisions Specific to Seller

As a Seller, you may use the Services to list domain names to which you have registration rights for sale and are able to transfer in accordance with your obligations under this Agreement. By using the Services for such purposes, you represent and warrant that:

You have all rights, titles, and interests in the domain name necessary to complete the transaction;

You have the ability to transfer the domain name free and clear of any obligations, liabilities, liens or encumbrances;

The domain name does not infringe on the intellectual property rights of anyone else;

You have the right to transfer the domain name in accordance with your obligations under this Agreement;

The domain name(s) are/were properly purchased, registered, or otherwise acquired without any fraud or misrepresentation;

You have no notice or knowledge that the domain name is subject of any litigation, claims, arbitration or other legal proceeding, including any Uniform Domain-Name Dispute-Resolution, whether pending, contemplated or threatened; and

You shall comply with all applicable laws and regulations in connection with your performance under this Agreement.

You agree not to sell any domain name to any Buyer found through the Services without using the Services to complete the transaction. Should Wilio.com find that you are circumventing the Services, Wilio.com reserves the right to terminate your account and cancel all of your listings.

You are obligated to complete the transaction if Buyer commits to purchase the domain name through a fixed, agreed upon price. Should you fail to complete the transaction for any reason (including, but not limited to, failing to move the domain name to Wilio.com’s account if Buyer commits to purchase the domain name through a fixed, agreed upon price, Wilio.com reserves the right to (i) charge you a fee or (ii) terminate your membership with Wilio.com (as determined by Wilio.com in it sole and absolute discretion).

The authority granted to Wilio.com by the Deposit Account owner herein will remain in full force and effect until Wilio.com has received written notification from the Deposit Account owner that such authority has been revoked, but in any event, such writing shall be provided in such a manner as to afford Wilio.com a reasonable opportunity to act on such revocation, or until Wilio.com has sent notice to terminate this Agreement.

Wilio.com will not release the domain name to Buyer until receipt of confirmation that the funds have been verified.

Provisions Specific to Buyer

As a Buyer, you are required to deposit the mutually agreed-upon price and Commission, as established by Wilio.com, as soon as practical after you and the Seller reach an agreement, but in no event later than five (5) business days after you and the seller have agreed to a price. Once you send payment, Wilio.com will hold those funds for a prescribed period of time based on the type of transaction, at which time Wilio.com will remit payment to the Seller. At no time will Buyer be able to withdraw those funds or send the funds to another recipient unless the initial transaction is cancelled. Should the seller refuse payment, the funds will be returned to Buyer. You agree Wilio.com is not responsible for breach of contract based upon Seller’s refusal to accept the aforementioned mutually agreed to purchase price. In the event you and the Seller do not reach an agreement upon a purchase price, Wilio.com shall return any funds held by Wilio.com for the purchase of the domain to you as soon as commercially reasonably possible.

Buyer acknowledges and agrees that in no event shall Wilio.com refund the initial fee Buyer is required to pay to use the Services.

Ultimately within 30 days after payment of the Domain Purchase Price to Wilio.com, the Buyer shall effectuate the transfer of the domain itself in accordance with the transfer instructions as sent by the Wilio.com. Parties may agree to an extension of the transfer period, for example in case the transfer of the domain is explicitly delayed as agreed by the Wilio.com and Buyer. If the Buyer doesn’t transfer the domain within the set timeframe of 30 days, and no exceptions to this clause have explicitly been made, the Buyer is deemed to have waived its rights to the domain. In the event the transfer of the domain has not been effectuated within the 30 day’s timeframe, the Wilio.com will be the legal owner of the domain. Parties acknowledge and agree that no refund of the Domain Purchase Price is possible after payment of such Price to the Seller.

Wilio.com’s Rights

In addition to any and all other rights reserved by Wilio.com in this Agreement, Wilio.com expressly reserves the right in its sole discretion to:

Modify its pricing through email notification;

Deny, cancel, terminate, suspend, lock, or modify access to your Services for unsolicited, commercial e-mailing (i.e., spam, sending email to subscribers who have not “opted-in”); illegal access to other computers or networks (i.e., hacking); distribution of internet viruses or similar destructive activities; non-payment of fees; activities designed to defame, embarrass, harm, abuse, threaten, slander or harass third parties; activities prohibited by the laws of the United States and/or foreign territories in which you conduct business; activities designed to encourage unlawful behavior by others, such as hate crimes, terrorism, and child pornography; activities that are tortious, vulgar, obscene, invasive of the privacy of a third party, racially, ethnically, or otherwise objectionable; activities designed to impersonate the identity of a third party; and activities designed to harm minors in any way, and other activities whether lawful or unlawful that Wilio.com determines, in its sole discretion, to be harmful to its other customers, operations, or reputation;

Deny, cancel, terminate, suspend, lock, or modify access to your Services if your use of the Services results in, or is the subject of, legal action or threatened legal action, against Wilio.com 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; and

Deny, cancel, terminate, suspend, lock, or modify access to your Services if you have not accessed or logged into it for ninety (90) days.

Wilio.com has no obligation to monitor the Services but reserves the right to do so. Wilio.com reserves the right to edit the descriptions and comments on listings. You acknowledge and agree that Wilio.com shall have the right to make public certain information in connection with the sale or purchase of domains on the Site, including but not limited to (a) the name of the domain name sold or purchased, (b) the sale or purchase price of the domain name sold or purchased, and (c) information relating to the timing of the sale or purchase.

Remedies and Right to Cancel

Without limiting other remedies, if:

You breach this Agreement, or any document incorporated by reference;

Wilio.com determines your actions may pose a risk to Wilio.com or its members; or

Wilio.com determines your use of the Services infringes on the intellectual property or legal rights of others.

Wilio.com may immediately:

Warn its members of your actions;

Place a hold on any pending transactions associated with your account(s);

Limit funding sources and payments;

Limit your access to your account(s) or to any functionality of your account(s); or

Indefinitely suspend or close your account(s) and refuse to provide our Services to you.

In addition, Wilio.com reserves the right to hold funds beyond normal distribution periods for transactions it deems suspicious or for account(s) conducting high transaction volumes to ensure integrity of the funds. If Wilio.com closes your account(s), Wilio.com will provide notice and pay you all of the unrestricted funds in your account(s) due to you.

Limited Warranty for Sold Domains

Domain Broker Service sales will be guaranteed for payment by Wilio.com if the Buyer does not perform and if the Buyer is not an associated party of the Seller. In the event of a breach by the Buyer of any of its responsibilities related to payment under the completed sale, the Seller agrees to immediately transfer all of Seller’s right to the respective domain name to Wilio.com and Wilio.com agrees to pay Seller the final sales price less agreed upon commission. In the event of a breach by the Buyer of any of its responsibilities related to payment under the completed sale, the Seller agrees to immediately transfer all of Seller’s right to the respective domain name to Wilio.com and Wilio.com agrees to pay Seller the full agreed upon purchase price.

For purpose of this limited warranty, a “completed sale” means an accepted private Buy Now transaction for a domain name through Domain Broker Service on Wilio.com’s Site, combined with receipt of payment by Wilio.com and transfer of the domain name to Wilio.com control. Additionally, certain domain names are ineligible for this limited warranty subject to exception, as determined by Wilio.com in its sole and absolute discretion, including, but not limited to, .ch, .ro, .JP, .ar, .br, .vn, .pt, .hk, .com.au, .au, .mx, .co.nz, .nz, .ua, .ae, .ee, and .nyc,.

Notwithstanding anything to the contrary in this Agreement, Wilio.com expressly reserves the right in its sole discretion to opt out of the Limited Warranty for Sold Domains.

API Transactional Services. The following additional Terms apply with respect to application programming interface (“API”) services (the “API Services”) provided by Wilio.com, to you. Wilio.com offers API Services to third party platforms and integrators for using its Services. In order to access the Services provided by Wilio.com, the third party platform and/or integrator must create an integrator account via Wilio’s Site and accept applicability of these Terms. The third party platform and/or integrator acknowledges and agrees to be bound by these Terms. The third party platform and/or integrator shall not provide any information, content or Services associated with the Wilio.com’s Services to its own clients, unless such clients have accepted the Wilio.com’s Terms

Lease to Own. The following additional Terms apply with respect to Lease to Own Services (the “LTO Services”) provided by Wilio.com, to you.

Definitions

LTO Domain: a domain name that you purchase from Wilio.com through the Site with an agreement to pay over time.

LTO Term: the period agreed between Wilio.com and Buyer during which Buyer will have access to the DNS and will make monthly payments to Wilio.com.

Service Fee: fee owed by Buyer to Wilio.com for the Services provided by Wilio.com during the LTO Term, including, but not limited to, renewing the LTO Domain, providing administrative services related to the management of the LTO Domain, forwarding correspondence, etc.

Description of Services. The LTO Services are provided to facilitate the buying and selling of currently registered domain names through payments over time, and not the purchase or sale of associated website content.

As Buyer, you agree to purchase the LTO Domain from Wilio.com. During the LTO Term, Wilio.com will make the DNS for the LTO Domain available to Buyer. You are required to deposit the mutually agreed-upon price and Buyer’s Service Fee, as established by Wilio.com, as soon as practical after you agree to the purchase price, but in no event later than five (5) business days. At no time will Buyer be able to withdraw those funds or send the funds to another recipient unless the initial transaction is cancelled. You agree that Wilio.com is not responsible for breach of contract based upon a failure to transfer the LTO Domain to Buyer after the first payment is deposited. In the event that Wilio.com is unable to make the LTO Domain Name DNS available to Buyer after the first installment payment, Wilio.com shall return any funds provided by buyer for the purchase of the LTO Domain Name as soon as commercially reasonably possible.

Fees and Payment.

You are responsible for paying the monthly payment related to your LTO Domain plus any applicable Service Fee.

Any commissions may be subtracted from the payment, instalment payment or rental payment and, if these payments are not sufficient, from the subsequent payments. In the event that the domain name is purchased in instalments or rented, the commission subtracted will be limited to the secured instalment or rent payment (e.g.: if the commission is 25%, and the instalment price $100, the Wilio.com only subtracts $25 from the payout of the Seller for each instalment.)

Your Additional Obligations.

Buyer agrees to use the LTO Domain only in accordance with any applicable laws and/or regulations, and with all duty and care. For the avoidance of doubt, Buyer is prohibited from using the LTO Domain in a manner (as determined by Wilio.com in its sole and absolute discretion) that:

in breach of any applicable law, statute, or regulation;

is fraudulent, criminal or unlawful;

promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;

infringes or breaches the patent, copyright, trademark, trade secret, right of publicity or other intellectual property) rights of any third party;

contains video, audio photographs, or images of another person without his or her permission (or in the case of a minor, the minor's legal guardian’s permission);

provides information on any illegal activity (including, but not limited to, instructional information on acquiring or fabricating illegal weapons or drugs, privacy violations or distributing computer viruses);

publicizes or promotes commercial activities an/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, and pyramid schemes; or

involves the use, delivery or transmission of any viruses, harmful code, unsolicited emails, Trojan horses or any other computer programming routines that are intended to disrupt, damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.

Buyer acknowledges and agrees not to engage in any activity with the LTO Domain or using the LTO Services that would decrease the value of the LTO Domain. Such activities include, but are not limited to, the use of aggressive SEO strategies, techniques and tactics that focus only on search engines and not a human audience, and usually does not obey search engines guidelines (black hat SEO), such as keyword stuffing, invisible text, doorway pages, adding unrelated keywords to the page content or page swapping (changing the webpage entirely after it has been ranked by search engines), and the use of the domain name for spam activities.

Buyer may not grant any third party any rights to the LTO Domain, including any right to use the LTO Domain.

Buyer agrees to protect, defend, indemnity and hold harmless Wilio.com and its officers, directors, employees, agents and third party service providers from and against any and all claims, demands, costs, expenses, losses liabilities and damages of every kind and nature (including, without limitation, reasonable attorneys’ fees) imposed upon or incurred by Wilio.com directly or indirectly arising from (i) your use of the LTO Services; (ii) your violation(s) of any provision of this Agreement; and/or (iii) your violation of any third party right, including without limitation any intellectual property or other proprietary right. This indemnification obligation shall survive any termination or expiration of this Agreement or your use of the LTO Services.

Wilio.com’s Rights

Wilio.com may terminate your use of the LTO Services for any violation or breach of any of the terms of this Agreement by you. Any such termination will not entitle you to any refund of payments already made to Wilio.com for any LTO Services or Service Fee, and you will lose any and all access to the applicable LTO Domain.

If the LTO Services are terminated, Wilio.com reserves the right to sell the LTO Domain to any party, including potential competitors of Buyer. Wilio.com shall have no ongoing obligation to Buyer related to the LTO Domain.

The parties acknowledge and agree that the Wilio.com is not a payment provider and that Wilio.com does not make any warranties in that respect. In order to effectuate the transfer of payments, Wilio.com uses the services of a third party payment provider. The terms and conditions of the third party payment provider shall apply to such payments.

Remedies and Right to Cancel

Without limiting any other remedies available to Wilio.com, if

You breach this Agreement, or any document incorporated by reference;

Wilio.com determines your actions may pose a risk to Wilio.com or its members;

Wilio.com determines your use of the Services infringes on the intellectual property or legal rights of others.

Wilio.com may immediately:

Warn its members of your actions;

Place a hold on any pending transactions associated with your account(s);

Limit funding sources and payments;

Limit your access to your account(s) or to any functionality of your account(s); or

Indefinitely suspend or close your account(s) and refuse to provide our Services to you.

29. European Union Digital Services Act ("DSA") Supplemental Terms of Services

This Section 29 applies as from February 17, 2024, which is the date of entry into effect of the EU Digital Services Act.

29.1 This Section 29 sets out provisions, processes and disclosures that supplement the rest of this Agreement, as required under the DSA, which regulates the provision of certain digital intermediary services provided in the EU and notably sets out rules on the role of providers and imposes content moderation requirements and transparency obligations. These provisions only apply to you if you are in the EU and / or if you are using this Site or DSA Services. In the event of any conflict between the terms set out in this Section 29 and the other provisions of this Agreement, the terms of this Section 29 shall prevail.

29.2 Rules of conduct. Users are prohibited from providing, publishing or transmitting content which is incompatible with or violates this Agreement (including without limitation Sections 5, 7, 12 and 28, and the Complaints, Comments and Infringement Policy) or any applicable laws in the EU or in any EU country ("Unauthorized Content").

29.3 Content moderation overview. The Contractor may voluntarily take action against any Unauthorized Content in accordance with this Agreement (including without limitation Sections 5.L, 5.M, 5.N and 10, and the Complaints, Comments and Infringement Policy). In addition, the Contractor may receive notices through the Notice and Action Mechanism (described below) and orders from EU authorities reporting the presence of alleged illegal content on (or transmitted through) this Site or any DSA Service. The Contractor will process these orders and notices, and take action based on the information provided. These actions may entail the restrictions mentioned in Section 29.5 below, or any other restrictions required by the relevant authority.

29.4 Notifying alleged illegal content – Notice and Action Mechanism. You may report to the Contractor the presence, on this Site or on any DSA Service, of content that you consider to be illegal in the EU or any EU country through the mechanism accessible here: Notice and Action Mechanism. Depending on the nature of the DSA Service concerned by the notice, the way the Contractor processes and addresses such notice may differ.

29.5 Restrictions. The Contractor may, at any time and in some cases, without prior notice, remove any Unauthorized Content provided on (or through) this Site or any DSA Service, or suspend or terminate access to a whole service (e.g., disabling any domain name registered with the Contractor). In addition, with respect to “repeat offenders”, namely users frequently providing manifestly Unauthorized Content, the Contractor may suspend or terminate their access to this Site or to the DSA Services. The Contractor will generally issue a prior warning before any suspension, other than in exceptional cases or where the Contractor is otherwise legally required to take immediate action. When deciding on and applying such restrictions, the Contractor will act in a timely, diligent, non-arbitrary, objective and proportionate manner.

29.6 Unfounded Notices. If any user frequently provides manifestly unfounded notices through the Notice and Action Mechanism, the Contractor may suspend the processing of its notices. The Contractor will generally issue a prior warning before any suspension, save for exceptional cases (as determined by Contractor in its reasonable discretion) or where the Contractor is legally required to take immediate action.

29.7 Measures and tools for review. Notices and orders are generally subject to human review. The Contractor may also use a machine learning model that helps process certain claims and detect phishing on websites hosted by the Contractor. Actions taken in response to notices and/or orders which relate to the provision of content by users of the DSA Service or visitors of this Site, if any, are generally subject to human review.

29.8 Right to terminate the use of the DSA Services. You can terminate the use of the DSA Services at any time from your account page or by contacting Customer Care.

29.9 Content Moderation Decisions.

(A) This Section 29.9 may apply to you if:

Your issue relates to the use of one of the Contractor's online platforms in the EU (meaning for instance a DSA Service involving the sale and purchase of aftermarket domain names); and

Your issue concerns: (y) a decision taken by the Contractor further to a notice you submitted to the Contractor regarding the presence of information considered to be illegal content on one of the Contractor's EU online platforms; and/or (z) a decision taken by the Contractor to remove (or to not remove) content or to suspend, restrict or terminate (or to not suspend, restrict or terminate) access to one of the Contractor's EU online platforms on the ground that you or any user of the service provided Unauthorized Content, (a “Content Moderation Decision”).

(B) If you disagree with a Content Moderation Decision, you may lodge a complaint against it with the Contractor. The complaint must be lodged within six (6) months from the date on which you are informed of the Content Moderation Decision. To lodge your complaint, you will need to respond to the email informing you of the Content Moderation Decision and provide any additional context or information for the Contractor to reassess the Content Moderation Decision. The Contractor will review your complaint and respond through its internal complaint-handling system (the “Internal Complaint-Handling System”).

If a user frequently provides manifestly unfounded complaints through the Internal Complaint-Handling System, the Contractor may suspend the processing of its complaints, after a prior warning.

(C) If you disagree with a Content Moderation Decision and/or the outcome of the Internal Complaint-Handling System, you may also engage with any out-of-court dispute settlement body certified by the relevant EU authority. For your information, decisions taken by these bodies are not binding. Also, the Contractor may refuse to engage in such a procedure if the issue has already been resolved concerning the same content and the same grounds. The list of these certified bodies (if any) is expected to be published by the EU Commission shortly. We will update this Agreement once the relevant information becomes available.

(D) In any case, you may also initiate judicial proceedings before a competent court, according to the applicable law, at any stage.

29.10 For the purposes of Sections 29.6 and 29.9, “frequently” means the submission of 2 or more unfounded notices or complaints (as relevant) over a period of 12 months. For the purposes of Sections 29.5, 29.6 and 29.9, when determining whether a specific behavior requires such a suspension or termination and the duration of the suspension or termination, the Contractor takes into account the relevant facts and circumstances, which may include such things as the volume of manifestly unfounded notices or complaints submitted within the period referred to above, the seriousness and/or the impact of the behavior. A notice may for instance be considered as manifestly unfounded if it is evident that it does not relate to alleged illegal content and instead refers solely to personal and/or subjective considerations. Specifically, as regards the provision of illegal content, these criteria also include the volume of illegal content provided, the extent of its impact and/or the gravity of the behavior (e.g., as regards the nature of the content concerned and its consequences) and the frequency of the behavior.

29.11 Search Engine: Recommender Systems Disclosure.

Our Site and certain of our DSA Services include a search engine that enables you to search for domain name registrations based on your query, account search history, and location. The search engine generates a list of results based on generic matching between the keywords or character sequences searched and the domain names available for purchase. If the exact domain name you searched for is unavailable, the search engine will display results for domain names that match your keywords and characters, potentially including alternative top-level domain names, which may take into account your location. For example, if you are located in Germany, the search engine may prioritize “.de” top-level domain names in order to present you more tailored results. Additionally, the search may feature partnerships labeled “Promoted” in the search results.

The keywords or sequences of characters, that you searched are the most significant parameters used to determine the results, whereas search history, and location are secondary parameters used to further refine the list of results. As currently designed, the search engine does not allow you to change these parameters.