These terms of service (this “Agreement”) are entered into between you and Namesleek, Inc. (“Namesleek”), and this Agreement governs your access to and use of www.Namesleek.com (the “Website”) as well as any and all content, functionality and services offered on or through the Website (collectively, the “Service”). We may amend this Agreement at any time by posting the amended terms on our Website. By accessing, registering for or using the Service, you represent, warrant and covenant:
- you are at least 18 years of age;
- you agree to be bound by this Agreement, and all Namesleek policies and guidelines referenced in this Agreement or incorporated into this Agreement by reference;
- you have the legal power and authority to enter this Agreement on behalf of yourself or the person or entity you represent; and
- you will not abuse or misuse the Service or misrepresent your identity to us
This Agreement is governed by the Electronic Signatures in Global and National Commerce Act (ESIGN Act). THIS AGREEMENT CONTAINS WARRANTY DISCLAIMERS AND OTHER PROVISIONS THAT LIMIT OUR LIABILITY TO YOU. PLEASE READ THIS AGREEMENT CAREFULLY AND IN ITS ENTIRETY, AS ACCESSING, REGISTERING TO USE OR USING THE SERVICE CONSTITUTES ACCEPTANCE OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND TO EACH AND EVERY TERM AND CONDITION SET FORTH HEREIN, PLEASE EXIT OUR WEBSITE IMMEDIATELY AND DO NOT ACCESS OR USE THE SERVICES ANY FURTHER.
- Definitions
“We”, “us”, “our” refers to Namesleek.
“Content” collectively means all text, information, graphics, audio, video, and data offered through our Website, whether free to all or part of our paid Service. We may refer to Content provided by our Members as “Member Content.”
“Member” means a Buyer, and is someone who has joined our Website to use our Service.
“Buyer” means a Member of our Website who hosts a Contest for one or more Creatives or purchases a domain from Namesleek Marketplace.
“Entry” means a proposed name, article, advice, video or marketing traffic submitted by a Creative as part of a Contest.
“Domain” means a Domain name or website URL that is offered for sale on Namesleek platform.
“Member Services” means a fixed price offering of given services by a Member who elects to provide such services to other Members of our Website for that fixed price.
“Intellectual Property Rights” means all intellectual property rights of any type whatsoever throughout the world including all rights which subsist in copyright, patent rights, trademark rights, submissions and plant breeder rights, whether or not such rights are registered or able to be registered.
“Stock Images” means images, logos or other artistic works which may be purchased from a third party website or directly from a third party.
“Taxes” means any applicable duties, sales taxes, GST, VAT or other taxes which may be levied in respect of any transaction contemplated by this Agreement.
“Third Party Works” means any image, logo, artistic work, literary work or other item or thing (including a Stock Image) in which the Intellectual Property Rights are owned by another party other than the Member.
“User Account” means your online account with Namesleek.
- Legal relationships and obligation of parties
2.1 Namesleek Provides a Venue
The Service is an online venue where
- a) Buyers post projects for creative services, Members submit actual works in response to the Buyer’s requirements, and Buyers choose the entry(ies) they like. In providing the Service, we do not source (except for us, where this is expressly stated in the project) or deliver projects or entries.
- b) Buyers purchase Domain names listed for sale by a Seller
2.3 Taxes and Reporting
Each Member is solely responsible for satisfying all income tax, payroll tax, payroll withholding, sales and use tax, governmental reporting and other legal requirements under applicable law, including without limitation those applicable to the purchase and sale of services provided by Creatives, from and by independent contractors.
2.4 Creative’s Role & Relationship with Namesleek
If you are a Creative, you and only you decide which and how many Contests to participate in, and when and where you participate in them. You are free to spend as much or as little time participating in Contests as you choose. At no time are you under any obligation to submit entries to a Contest.
Neither your use of our Service nor anything in this Agreement creates an employment, partnership, joint venture, agency, franchise, or sales representative relationship between you and Namesleek. We do not provide you with any equipment or tools to participate in a Contest. We do not provide you any benefits, including without limitation workers compensation or insurance coverage. We are not responsible for any expenses you incur in using our Service. We will not withhold any amount from your award for federal or state income tax, Social Security, or any other tax. You are free at all times to perform tasks for any person or business, including any of our competitors. You do not have the authority to enter into any contract, whether written or oral, on behalf of Namesleek or otherwise represent or purport to represent Namesleek in any respect.
Notwithstanding the foregoing, we will request from you a W-9 (if you are a U.S. taxpayer) or W-8BEN (if you are not a U.S. taxpayer), to be updated annually, and we may bar you from participating in Contests or withdrawing your Dollar Credits until you have completed or updated a W-9 or W-8BEN, as applicable.
2.5 Links To Third Party Content
You may find on the Website links to other websites. You acknowledge and agree that we are not responsible or liable for the availability or accuracy of such websites, or their content, advertising, or products. The inclusion of any link on the Website does not imply that we endorse the linked website. You use the links at your own risk and expressly relieve us from any and all liability arising from your use of any third-party website.
- Your User Account
Creating Your User Account
You must create a User Account with Namesleek in order to use the Service. Your User Account will be created using Namesleek’ online sign up process, or any other method specified by Namesleek from time to time in its sole discretion. Your User Account will permit you to login to our Website to manage your User Account, make use of the Service and to manage other details involving your relationship with Namesleek. You agree to keep confidential and secure any username or password used to access your User Account. You warrant that all information provided to Namesleek in the setup of your User Account is true and correct in all respects. You agree to only maintain one User Account in relation to your access to and use of the Service. In order for Namesleek to enforce the single User Account policy, you agree to not use any proxy servers to hide your IP address while accessing the Website. You agree to provide Namesleek with all identification documents (including copies of passports and drivers licenses) that Namesleek may reasonably request from you from time to time for the purposes of verifying your identity.
Member Conduct
You agree that you will only use your User Account and our Website for the purposes of using the Service and for no other purpose. In particular, you will abide by the following terms, of which failure to do so may result in your User Account being terminated:
A. resell, sublicense or transfer the use of our Website or your User Account to any other person;
B. use or misuse your User Account including without limitation in a fraudulent or illegal manner, or email, send or make available any materials from your User Account which are offensive, unlawful, harassing, libellous, defamatory, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable;
C. use your User Account to stalk or harass another person or entity;
D. use your User Account to impersonate any other person or entity in any way whatsoever;
E. use your User Account to infringe the copyright, trademark, patent or other Intellectual Property Rights of any person or entity;
F. use your User Account for sending advertising, chain letters, junk mail, “spamming” or any other type of unsolicited email;
G. use your User Account to promote a website or platform that is not affiliated with Namesleek;
H. forge or alter the header or address information contained in any email or communication which you send from your User Account or in relation to the Service;
I. use your User Account to send or deliver viruses, spyware, malware or other harmful, disruptive, or destructive files;
J. use your User Account to add funds for the sole purpose of transferring or laundering the funds via a different payout method or to a different user ;
K. use your User Account in such a way which damages our Website or denies access to our Website to other users of our Website;
L. intentionally or recklessly use your User Account in a way that degrades the performance of our Website for other users;
M. cancel a Contest to take a Creative’s Entry without paying for it and
N. cancel a Contest initiated by you and subsequently contract separately or enter into a separate arrangement or understanding with a Creative you meet through our Website which results in you avoiding paying Namesleek all or any portion of any Buyer Payment, or all or any fees and charges of Namesleek.
O. maintain more than one active account at Namesleek
P. host a Contest on behalf of a business which directly competes with Namesleek
Q. as a Contest Holder, award the Contest to your friend, family member, co-worker, or any other acquaintance
R. Ask other Users to disclose their email address or share your email address with them, ask other Users to join a third party website or attempt to contact other Users outside Namesleek platform without their explicit permission
We reserve the right to pursue any and all remedies at our disposal at law, in equity or otherwise in the case of any of the foregoing.
- Domain Sales
All domain names listed on Namesleek are either owned directly by the Creatives or registered by Namesleek on behalf of creatives. When you purchase a domain name from Namesleek and submit payment through any of Namesleeks’ authorized payment providers you will be making payment for the domain name. This includes the exclusive right to use that domain name for as long as you keep the domain name registered and in good standing with your registrar. In some cases, Namesleek may also provide logo design associated with the domain. No hosting, web content, or any other rights will be transferred with the domain.
Upon successful purchase and verification of such a purchase, the domain name will be transferred to you at the current registrar. You may keep the domain registered at its current registrar or, if permitted, you will be allowed to transfer the domain to another registrar of your choosing. It will be your sole responsibility to ensure your domain is properly registered and that your registration is in good standing with your registrar. You will be required to pay yearly renewal fees directly to the registrar you keep the domain name with. Registration fees vary by registrar, are usually between $10 and $20 USD per year, and it will be your sole responsibility as the new owner of the domain to keep the registration current.
4.1 Refund Policy For Domains
You are entitled to a refund for domains purchased with outright payment as long as following conditions are met:
- You contact us within 48 hours of purchase to request a refund.
- We haven’t yet initiated the domain transfer to you.
The refunds are subject to a 5% cancellation fee to cover the cost of our payment gateway as well as transaction processing.
If for any reason, NS is not able to transfer the domain to your ownership, you will be entitled to a full refund of your purchase amount. In this case the 5% cancellation fee will not apply.
Important: You are not eligible for a refund after the domain transfer has been initiated to you, or after 48 hours of your domain purchase (whichever happens first).
For domains purchased via installment plans, no refund is offered on installments already paid. However you are allowed to cancel your future pending installment payments. If you cancel your future installment payments, the domain will not be transferred to you, and it will be listed back for sale in Namesleek marketplace.
4.2 Verification of Sales
A domain name sale is not considered complete until the order has been verified and approved by Namesleek. All domain name sales are subject to a final review and sales verification to ensure that that the domain(s) subject to the sale are A.) indeed available for purchase and that B.) there are no issues that would obstruct the sale of in selling each domain. While all orders are typically approved and transferred immediately upon receipt of payment, a sales receipt or email confirmation does not render the transaction complete. If circumstances arise affecting Namesleeks’ ability to completely deliver a domain to the purchaser, all charges will be refunded appropriately.
In certain situations, Namesleek may require additional verification from the buyer. If the buyer fails to provide the additional information for verification of their order, the order will be cancelled, and a refund will be issued. A sale will not be considered complete until the order has been both verified and approved, and the domain has been successfully transferred to the buyer.
4.3 Legal Rights
Namesleek is not responsible in determining whether the domain name(s) listed for sale infringe upon the legal rights of others. It is the buyer’s sole responsibility to research whether the purchase and use of a domain will infringe upon the legal rights of other entities and individuals, including but not limited to trademark and/or
- Payments and Refunds
Namesleek may issue a refund for your payment in its sole discretion, if
(i) your payment is eligible for refund as per Namesleek’s Refund Policy
(ii) the refund is issued in accordance with any terms awarding a refund as set out in an Addendum;
(iii) Namesleek determines that it is required by law to do so;
(iv) the order placed (or request made) by the Buyer is found to be fraudulent;
(v) the Buyer placed a duplicate order (or request) in error
(vi) If it is determined by Namesleek that the Contest, Buyer, or the Creative violates Namesleek’s Terms of Service.
(vii) there is a special circumstance that, in Namesleek’s sole discretion, warrants a refund
Namesleek’s determination as to whether a refund is required by this clause is final and conclusive and may not be challenged by you.
- Privacy
Namesleek will abide by the terms of our Privacy Policy as posted on our Website.
- Relationship of the Parties
Namesleek is an independent service provider to you and is not your partner, employee or agent. You do not have the power to bind Namesleek in relation to any obligation owing to a third party. You agree that by using our Service (entering a Contest, selling a Domain Name, or providing Member Services, Namesleek, in providing this Service and your access to our Website, is providing a platform for you to enter into a separate agreement with other Members of our Website. Namesleek is not a party to your interactions with such Members or to any separate agreement or for any act or omission of such Members.
- Your General Obligations
You agree that:
A. you will not use the Service for any illegal or fraudulent purpose or for any purpose other than holding or entering into Contests as a Buyer or Creative;
B. you will comply with all laws which must be complied with in relation to a Contest or the supply of a Design;
C. you will comply with any import or export restrictions that may apply to the export or import of Entries or other Intellectual Property Rights to locations inside or outside the United States or the territory in which you are located;
D. you will not, by engaging Namesleek to provide the Services, place Namesleek in breach of any law or obligation owing to any governmental entity or other third party;
E. you will not undertake any act or cause any omission which will bring Namesleek, its brand or our Members into disrepute;
F. you will provide Namesleek with all information requested by Namesleek which Namesleek requires to provide the Service.
- Suspension of Services
Without limiting Namesleek’s other rights under this Agreement, Namesleek may suspend your User Account and your use of the Service at any time, with or without notice to you, and for any reason in its sole and absolute discretion, including, but not limited to, if:
- Namesleek determines that you have breached any of your obligations to Namesleek under this Agreement;
- Namesleek determines that you using the Services, which in Namesleek’s sole determination, is offensive, immoral, unethical or is likely to damage the good name of Namesleek.
- Namesleek determines that your use of services pertains to disallowed categories (i.e. Pornography, Gambling, Prostitution or other Adult oriented services
- Namesleek determines that you using User Account or the Services, which in Namesleek’s sole determination, is illegal or fraudulent, offensive, unlawful, harassing, libelous, defamatory, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable and may cause real and/or legal harm to Namesleek or its Members.
- Namesleek determines that any messages or comments posted by you on the Service have violated the Messaging or Comment Posting Guidelines.
- Namesleek determines that you have directly or indirectly challenged a Contest Holder regarding their ratings or choice of winner selection.
- Namesleek determines that you have directly or indirectly challenged the winner selection in case of Abandoned Contests.
- Namesleek’s suspension of the Services may, in Namesleek’s sole discretion, apply to only some of the Services and/or for a fixed or indefinite period of time.
- Namesleek may in its sole discretion reactivate the Services and your User Account any time following suspension.
- Repetitive suspensions may result in being permanently banned from accessing or using the Service.
- For the avoidance of doubt, you are not allowed to make withdrawals of, or spend any, Namesleek Credits during any period of suspension of your User Account. Furthermore, Namesleek may, in its sole discretion, retain the balance of all Namesleek Credits in your account towards compensating Namesleek for any loss and damage it may have suffered as a result of your breach of this Agreement which led to suspension.
- Term and Termination of Services
- This Agreement begins on the date that you first create a User Account with Namesleek and will terminate at the later of the date that your User Account is terminated or closed, or you otherwise cease using the Services.
B. If after termination or closure of your User Account, your User Account is reactivated or a new User Account is opened, you will again become bound by this Agreement at that time. For the avoidance of doubt, any provisions which are intended to or customarily survive termination of this Agreement or a like agreement shall survive termination.
C. Namesleek may terminate this Agreement and your User Account at any time for any reason whatsoever with or without notice to you.
D. Upon the termination of this Agreement: - Namesleek will, within a time period determined by Namesleek, withdraw the use of the Services from you.
2. Any Namesleek Points you hold will be cancelled immediately.
3. You may redeem any Dollar Credits held by you into United States Dollars pursuant to this Agreement. Namesleek may however withhold a reasonable portion of any amount payable to you, as determined by Namesleek in its sole discretion, to address credit card charge backs, refunds, payments due to third parties on your behalf, or other costs and expenses which may be incurred by Namesleek due to termination. Within twelve (12) months following termination of this Agreement, Namesleek will pay to you any amount due.
- Namesleek is not an escrow service
Namesleek is not an escrow service and does not hold property on behalf of any person. All amounts deposited or paid to Namesleek are property of Namesleek and Namesleek may use those funds as it sees fit. The only rights that you have to receive payment of any amounts held by Namesleek are as set out explicitly in this Agreement.
- Limitation of Liability and Implied Terms
- You acknowledge that Namesleek and its third party providers have made no warranties that the Services will be error free.
B. You agree that Namesleek and its third party providers will not be liable or responsible for any failure in, or delay to, the provision of the Services or in Namesleek complying with its obligations under this Agreement, including where such failure or delay has a arisen as a direct or indirect result of fire, earthquake, storm, flood, hurricane, inclement weather or other act of God, war, terrorism, explosion, sabotage, industrial accident or an industrial strike; denial of service attacks, telecommunications failure, hardware failure or the failure of software provided by a third party to function in accordance with its specifications; a significant demand is placed on Namesleek’s services which is above the usual level of demand and which results in a failure of Namesleek’s software and hardware to function correctly; the failure of any third party (including without limitation, any bank or other financial organisation) to fulfil any obligations to Namesleek; or any other circumstances or event similar to the above which are beyond the reasonable control of Namesleek.
C. You acknowledge and agree that Namesleek and its third party providers shall have no liability or responsibility to you whatsoever for any unauthorized withdrawals or unauthorized spend of your Namesleek Credits where such withdrawal or spend arises from any of the events described under this Section; or any unauthorized use or access of your User Account or our Service
D. You acknowledge and agree that Namesleek and its third party providers have not made and will not make any express or implied warranties in relation to the Services or any other goods or services provided by Namesleek under this Agreement, other than those warranties expressly contained in this Agreement. Subject to this Section, any term that would be implied into this Agreement, including without limitation any condition or warranty, is hereby excluded.
E. Subject to this Section, you agree that Namesleek and its third party providers will not be liable in respect of any claim by you (whether contractual, tortious, statutory or otherwise) for any direct, special, incidental, indirect, punitive, exemplary or consequential damages or injury including, but not limited to, any loss of profits, contracts, revenue or data arising out of or in connection with the provision of the Services or the provision of any other goods or services under this Agreement and whether as a result of any breach or default by, or any negligence of, Namesleek or its third party providers.
F. The maximum liability of Namesleek under this Agreement for any and all breaches of this Agreement and for any negligence in relation to this Agreement or Services, will not exceed the lesser of the amount you paid for Services, if any, for the event giving rise to Namesleek’s liability or $100.
G. Any of the terms and conditions of this Agreement which limit or exclude any term, condition or warranty, express or implied, or the liability of Namesleek will apply to the extent permitted by law and will not be construed as excluding, qualifying or limiting your statutory rights or remedies arising by virtue of the breach of any implied term of this Agreement where such exclusion, qualification or limitation would be prohibited by legislation. - Indemnity
You shall indemnify Namesleek, its agents, officers, employees, and third party providers (“Indemnified”) against any loss, cost, expense or damage (including legal costs on a full indemnity basis) that any of the Indemnified suffer or incur as a direct or indirect result of:
A. any breach by you of any representation, warranty or term of this Agreement;
B. any acts or omissions by you under this Agreement;
C. any breach by you of your obligations to a third party, including another Buyer or Creative;
D. any infringement by you of the Intellectual Property Rights of a third party; and
E. any legal proceedings threatened or initiated against Namesleek by a third party as a result of your breach of this Agreement.
- Intellectual Property
- You acknowledge that Namesleek is the owner of all Intellectual Property Rights that subsist in your User Account and our Website, but excluding Entries or Domains. You acknowledge that you have no Intellectual Property Rights in your User Account or in our Website.
B. You shall not sell, reproduce, distribute, modify, display, publicly perform, prepare derivative works based on, repost or otherwise use any Content found on our Website in any way for any public or commercial purpose without our prior written consent or the consent of the rights holder. Unless you are otherwise lawfully entitled to do so, you shall not use any content found on our Website on any other site, in a networked computer environment, or in any medium, for any purpose except your own internal viewing. You agree that you will not attempt to reverse engineer or attempt to interfere with the operation of any part of the Site unless expressly permitted by law.
C. You shall not reproduce, duplicate, copy, sell, resell or otherwise exploit for any commercial purpose our Website, Service, or any portion thereof may not be that is not expressly permitted by Namesleek, in writing.
D. You acknowledge that the ownership of the Intellectual Property Rights in an Entry provided pursuant to a Contest are strictly between the Buyer and the Creative providing such Entry.
E. Namesleek will not act as a moderator or adjudicator in relation to any claim by you or a third party that an Entry or other Content submitted to our Website infringes any Intellectual Property Rights owned by you or a third party.
F. Namesleek will not be liable or responsible for any breach by a Creative or Buyer of any Intellectual Property Rights held by a third party in relation to any Contest, Entry or other use of our Website. - Dispute Resolution
Disputes and Governing Law
The laws of State of Illinois in the United States without regard to any conflict of law principles, govern this Agreement and any disputes hereunder. No action, arising out of the transactions under this Agreement may be brought by either party more than one year after the cause of action has accrued.
Arbitration
In the event that you and Namesleek cannot amicably resolve a dispute or damage claim resulting from this Agreement, then at Namesleek’s option the Parties shall resolve any such dispute or damage claim by arbitration. The arbitration proceeding shall be conducted in Chicago, Illinois, in the United States, in accordance with the rules of the American Arbitration Association then in effect with one (1) arbitrator to be selected by mutual agreement of the Parties. If the Parties cannot agree on an arbitrator, then the American Arbitration Association shall select an arbitrator from the National Panel of Arbitrators. The Parties agree that the arbitrator cannot award punitive damages to either party and agree to be bound by the arbitrator’s findings. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.
- Miscellaneous
- Namesleek may amend the terms and conditions of this Agreement at any time. Such amendments will take effect from the date of their amendment (“Amendment Date”). You agree that without limiting the ways in which it may be bound by such amendments, you will be deemed to have agreed to such amendments by making use of or accessing your User Account or our Website after the Amendment Date.
B. Unless otherwise requested in writing by you, Namesleek may use your corporate identity (if applicable) as part of promoting the Services and Namesleek in the market place.
C. Any notice given under this Agreement must be in writing and must be signed by the party or its agent giving the notice. A notice is considered received in the case of a notice delivered by hand, when so delivered; in the case of a notice sent by prepaid post, on the third day after the date of posting; in the case of a notice sent by facsimile, upon the receipt by the sender of a transmission report from the despatching facsimile machine which confirms that the facsimile has been successfully sent; or in the case of a notice sent by email, upon the receipt by the sender of a confirmation from the recipient or the recipient’s email server that the email has been received by the recipient.
D. A provision of or a right created under this Agreement may not be waived except in writing signed by the party or parties to be bound by the waiver. No single or partial exercise by any party of any right, power or remedy under this Agreement will preclude any other or further exercise of that or any other right, power or remedy. The rights, powers or remedies provided in this Agreement are cumulative with and not exclusive of any rights, powers or remedies provided independently of this Agreement.
E. If any provision of this Agreement is judged invalid or unenforceable for any reason whatsoever by a court of competent jurisdiction, such invalidity or unenforceability (unless deletion of such provision would materially adversely affect one of the parties) will not affect the operation or interpretation of any other provision of this Agreement to the intent that the invalid or unenforceable provision will be treated as severed from this Agreement.
F. This Agreement supersedes all prior representations, arrangements, understandings and agreements between the parties relating to the subject matter of this Agreement and sets forth the entire and exclusive agreement and understanding between the parties relating to the subject matter of this Agreement.