Purchase Agreement

Domain Purchase Agreement (Sale)

Stand: 28.06.2022

Preamble

These provisions shall regulate the sale and the transfer of domains to the buyer whereby these domains are currently protected to the benefit of ALZURA AG, Sauerwiesen 2, Technology Parks I & II, 67661 Kaiserslautern (here after, "seller"). The buyer has contacted the seller with the request to purchase the domains from the seller listed in the order confirmation. The seller hereby approves this purchase subject to the following provisions:

§1 Terms

1. "AuthInfoCode" refers to a character string which enables a domain transfer to be implemented, i.e. to transfer the domain service to another approved registrar. For this reason, the AuthInfoCode must be kept confidential and not passed on to any unauthorised persons. The AuthInfoCode shall also be referred to in the technical nomenclature as follows: AuthCode, AuthInfo, Authorisation Code, and Authorisation Key.
2. “Confidential information" refers to all information and documents submitted by either party which have been designated as being confidential or based upon the respective circumstances must be regarded as being confidential – particularly information concerning operational processes, business relationships and know-how.

§2 Subject of the contract

1. The subject of the contract shall be the sale of the domain selected by the customer from ALZURA AG to the customer whereby the customer shall be provided with an AuthInfoCode which shall enable the transfer of the domain independently of the customer to the domain registrar of his choice. ALZURA AG has comprehensively fulfilled its obligations upon supplying of the AuthCode. The customer shall be responsible for the commissioning and the implementation of the transfer.
2. The subject of the contract does not include the servicing and the maintenance of the domain. Upon request, these services can be provided to the customer via a separate contractual agreement.

§3 Right of withdrawal for consumers

If the licensee is a consumer within the meaning of Section 13 BGB (German Civil Code), i.e. a natural person who concludes the license agreement for a purpose that cannot be attributed to his or her commercial or self-employed professional activity, he or she is entitled to a right of revocation in accordance with the following conditions:

§4 Fees, due date, default

1. The AuthInfo-Code shall be provided after the payment has been credited to ALZURA AG’s PayPal account, in any event no later than 3 working days after the payment is received.
2. If the validity of the AuthInfo Code has expired, ALZURA AG shall generate a new code upon the customer’s request. This request must be submitted via email to: shop@alzura.com. Ideally, the customer should do this using the same email address as provided for the order. Otherwise, this may result in delays. The new code shall be generated and sent to the same email address as provided for the order within 3 working days.
3. If no payment is received within 14 calendar days, the order shall be automatically cancelled and the domain shall once again be made available for sale.
4. ALZURA AG guarantees that the domain shall be registered for at least 14 calendar days after the order is issued. However, if the buyer fails to do all that is required to complete the transfer within this timeframe, ALZURA AG shall not be obliged to extend the timeframe for the domain (if the domain expires), which can result in the reservation for the domain expiring and thus to the loss of your rights towards the purchased domain.
5. If the domain selected by the customer cannot be sold or transferred, ALZURA AG may offer an alternative domain or reimburse the payment upon request by the customer, provided there is a mutual agreement.

§5 Liability

1. The seller guarantees that at the time the domain was transferred it was not aware of any existing third-party rights to the domain – in particular that no third party claims have been asserted against it with regards to the transfer of the domain. With regard to the content, the seller expressly provides no guarantee that no third-party rights exist to the domain – in particular rights such as trademark rights, naming rights or other IP rights. The seller shall bear unlimited liability:
   • in the event of gross negligence or wilful intent,
   • in the event of injury to life, limb or health,
   • in accordance with the German Product Liability Act, and
   • in the scope of the guarantee provided by the seller.
2. In case of ordinary negligence of an obligation that is essential for the fulfilment of this contract (cardinal obligation), the seller’s liability shall be limited to the amount of damages that are foreseeable and typically associated with this kind of contract.
3. The seller has no further liability. In particular, no liability shall exist on the part of the seller for initial defects.
4. The aforementioned limitations of liability shall also apply to the personal liability of the employees, representatives and executive bodies of the seller.

§6 Confidentiality

1. The parties agree to maintain secrecy regarding Confidential Information. This obligation shall continue to exist for a period of 2 years after the agreement ends.
2. This obligation does not extend to Confidential Information:
   • that the recipient can prove to have already known at the time agreement was concluded or was disclosed thereafter by a third party without any confidentiality agreement, statutory provisions or administrative regulations being violated;
   • that was public knowledge at the time agreement was concluded or thereafter became publicly known other than through a violation of this agreement;
   • that must be disclosed due to a statutory obligation or upon the instructions of a court or government agency. In such cases, the recipient that is under the obligation to disclose information, shall notify the other party in advance, to the extent permissible and possible, and give him/her the opportunity to oppose the disclosure.
3. The parties shall grant access to Confidential Information only to such consultants who are subject to a professional secrecy obligation or upon whom the obligations corresponding to the confidentiality obligations in this agreement have been imposed beforehand. Moreover, the parties shall disclose Confidential Information only to those employees who require such information for the fulfilment of this agreement and oblige such staff to maintain secrecy also beyond their employment relationship to the extent permitted by labour law.
4. Each culpable violation of the aforementioned confidentiality obligations shall trigger a contractual penalty of € 1,000.00. Further claims by the parties remain unaffected.

§7 Miscellaneous

1. The buyer may not transfer rights and obligations from or in conjunction with this contractual agreement to third parties.
2. The offsetting of claims against payments due to the seller shall be only permitted for claims which are uncontested or have been upheld in a court of law.
3. Any amendments and additions to this agreement must be in writing. This shall also apply to amendments or the revocation of this clause. Written electronic communication shall not satisfy the written form requirement.
4. The licensee’s General Terms and Conditions shall not apply. Supplementary to this Licensing Agreement, the General Terms and Conditions of ALZURA AG shall apply whereby the provisions of the Purchase Agreement take precedence.
5. German law shall apply exclusively to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods dated 11.4.1980 (UN Sales Convention).
6. The place of fulfilment shall be Kaiserslautern. The sole place of jurisdiction shall be Kaiserslautern insofar as each party is an entrepreneur or a legal person under public law.
7. If any individual provision of this agreement becomes invalid, this shall not affect the validity of the remaining provisions. The contractual parties shall endeavour to replace the invalid provision with a provision that is as close as possible to the economic purpose of the invalid provision.
8. All appendices mentioned in this agreement shall be deemed an integral part of this agreement.