Contract
Bido.com, LLC
  1-800-611-Bido(2436)

Agreement to Sell Items On Bido.com

THIS EXCLUSIVE RIGHT TO SELL AGREEMENT (this "Agreement") is by and between You, an existing or prospective member of Bido, according to your registration details (hereinafter referred to as the "Seller", “You” and/or “Your”), and Bido.com LLC (hereinafter referred to as "Buyer/Seller Agent", "Bido", “Bido.com”, the “Service”, and/or “The Platform”) (the Seller and Bido are each a "Party" and may be collectively referred to as the "Parties", and your relationship with Bido may be referred to as a “Membership” and/or “Account”, and/or “Profile”), as well as Your duties and responsibilities to any prospective Purchaser, according to their registration details (hereinafter referred to as the “Purchaser”, the “Buyer”, and/or “Prospective Buyer”) of the Item(s) presented for sale by You, the Seller.

WHEREAS, it is the desire of Seller to grant to Bido the exclusive right and authority to sell the Internet domain names, assets, web services, web sites, or any other item/service that is submitted for sale (the "Item or Items"), in accordance with the terms and conditions contained herein; and,

WHEREAS, it is the desire of Bido to use its commercially reasonable efforts to secure purchasers to purchase the Items in accordance with the terms and conditions contained herein; and,

NOW THEREFORE, the Parties do hereby agree as follows:

  1. TERM OF THE AGREEMENT: Seller grants Bido the exclusive right and authority to sell the Item(s) for the entire duration of time that the Seller has the Item(s) listed as for sale with Bido, or thirty (30) days from the conclusion of any auction or Buy It Now sale taking place after the submission/declaring of the Item(s) for sale, whichever occurs later. The submitted items shall consist of those items submitted by the Seller to Bido, in order to secure purchasers.  
     
    Once an Item is successfully submitted by Seller, the Item becomes subject to this Agreement. If, however, Bido notifies Seller that an Item has not been selected for auction or Buy It Now sale, the Seller is permitted to withdraw the Item from submission.

  2. EXCLUSIVITY: During the Exclusive Sale Period, Seller agrees not to use, appoint, or engage any person or entity other than Bido to act as its agent, sales representative, or in a similar capacity with respect to the Item(s) during the term of this Agreement. In the event that Seller sells or markets the Item(s) directly to a buyer or through any person or entity other than Bido during the term of this Agreement, Bido shall be entitled to receive it’s Fee (as hereinafter defined).

  3. FEE/COMPENSATION TO/FROM BIDO:
    • Seller agrees to pay Bido a Fee (also referred to as a “Commission”) for each or any Item(s) sold equal to ten percent (10%) of the Total (gross) Sales Price of such Item(s) auctioned or otherwise sold through Bido. Seller understands that in some circumstances, at Bido’s sole discretion, Bido actually may be acting as an escrow agent to purchase the Item(s) from Seller and then resell the Item(s) to the Buyer through the sales and auction process, in order to facilitate escrow and transfer.
    • The Fee with respect to each sale of an Item will be paid by Seller to Bido and will be withdrawn from the Sale Proceeds.
    • Bido shall have no obligation to facilitate any ownership transfer until Bido has received and approved the payment of the Item(s) from the Purchaser within ten days or other reasonable time approved by Bido. Bido will make commercially reasonable efforts to pay Seller within 30 (thirty) business days after ownership transfer of the Item(s) has been confirmed. However, payments are often issued within 1-2 (one to two) business days. In order to facilitate payment, Sellers must provide current and accurate payment instructions to Bido at all times, according to the guidelines of Approved Payment Methods as posted on the Bido.com website. The Approved Payment Methods may change at any time.
    • If the Seller wishes to skip the traditional auction listing process on Bido (community voting of what goes to auction), seller agrees to pay Bido a listing fee for Accelerated Auctions. This fee is equal to 1 Bido Credit ($8.88 each, discounts when purchased in bulk) per $1,000 (or portion thereof) of the BidoPrice (previously referred to as the Reserve Requirement). The fee is returned in the same form of Bido Credits after a successful sale. If an auction closes and the BidoPrice was not met or exceeded, or the sale was not successful, the fee is not returned and is not reusable. Should the seller wish to accept the highest bid (only if a high bid existed) as acceptance in lieu of said BidoPrice, within 24 hours, the BidoPrice will be considered met and said Bido Credits will be returned to the Seller’s account upon issuance of the sale proceeds, for reuse later. Bido Credits are not refundable.
    • Bido will make reasonable efforts to facilitate a speedy and smooth transfer after a sale is made. The Platform is designed to facilitate this process. Sellers will be paid out after the transaction is finalized. Should a Buyer become unresponsive or otherwise fail to facilitate transfer, Seller should escalate the transaction and inform Bido that assistance is required. Sellers will become eligible for payout after ten days have elapsed and a buyer has become unresponsive, only after the item can be confirmed as transferred, or otherwise Bido may take Escrow of the item and then payout the proceeds to the Seller.
 
  1. ERRONEOUS SUBMISSIONS BY SELLER: If Seller erroneously submits an Item to Bido hereunder which Seller does not, in fact, own or otherwise have the authority and right to sell, and such error is not discovered prior to the sale of the Item(s) by Bido, Seller shall nonetheless be responsible Bido for payment of the commission hereunder, as well as risk penalty and/or infraction against their account in regards to their ability to sell Items with Bido in the future, and/or retain their membership as a whole.

  2. THE RESPONSIBILITIES OF BIDO: Bido agrees to use commercially reasonable efforts to secure buyers for the Item(s) during the Exclusive Sale Period. During the Exclusive Sale Period, Bido may conduct an auction or private/public sale of the Item(s) via the Internet or other reasonable means. Bido agrees that its responsibilities shall be performed in a diligent, competent, often automated, and professional manner. During the Exclusive Sale Period, Bido shall have the right to act as a sales representative, distributor, and/or marketing agent for persons and entities other than Seller, including, without limitation, persons and entities who are or who may be in competition with Seller (Bido may transition to take a “transactional” position between parties).

  3. SELLER RESPONSIBILITIES: Seller pledges to assist buyer to transfer the registration rights of any Item they have won in auction (or otherwise purchased on Bido) post haste and in the most timely manner (reasonable efforts made within 72 hours, or 3 business days, of Bido indication Buyer's payment has cleared). In order for Bido to sell any Items(s), Bido may require (at Bido's sole discretion) Seller to make available to Bido the control of the Item(s) and/or temporarily transferring the Item(s) to Bido after a successful auction or sale. Seller further agrees to do the following during the Exclusive Sale Period:
    • Refer all previous, pending and future inquires from brokers, Buyer/Seller Agents, purchasers or others interested in the Item(s) to Bido;
    • Provide Bido with complete and accurate information regarding the Item(s) (or in relation to an Item’s transfer) promptly upon request by Bido;
    • Not rely on Bido for the marketing and sale of the Item(s). Sellers are responsible for marketing efforts as may reasonably be desired (such marketing efforts shall be at Seller’s sole expense unless Bido provides express written authorization in advance); and
    • Provide to Bido such other information and data as Bido may reasonably request from time to time in order to perform its duties hereunder. As a Seller, you must be immediately responsive and able to assist purchasers in taking ownership of their purchased Item(s). In addition, you must provide accurate payment details for payout of your proceeds. Proceeds will be issued to your account balance should your payment details be erroneous, unsupported, or not provided.

  4. REPRESENTATIONS OF SELLER: Seller represents and warrants to Bido that it (i) has the authority to enter into this Agreement and (ii) possesses, and has the authority to transfer, good, valid and marketable title to any Item(s) submitted for sale on Bido. Seller further warrants and represents to Bido that: 1) Seller is the sole owner of all rights, title and interest in the Item(s); 2) the Item(s) being transferred to Bido and/or The Purchaser or Prospective Purchaser is/are free of any liens, encumbrances, restrictions, licenses, or security interests; 3) Seller properly purchased, obtained, or otherwise registered the Item(s) without committing fraud or misrepresentation; 4) the Item(s) do/does not infringe the rights of any third party; and 5) the Item(s) have/has not been, and are/is not currently the subject of any litigation, claim(s), arbitration, or other legal proceeding; either pending, contemplated, or threatened, nor has Seller received any notice of any such pending items.

  5. ESCROW: Except as otherwise agreed to in writing signed by both parties, the contemplated purchase and sale of any Item(s) hereunder shall take place pursuant to Bido's escrow procedures set forth in the terms and conditions contained on Bido's website (which are incorporated herein), as amended from time to time. There is a transfer panel designed to facilitate and assist the Seller to transfer to the Buyer. Bido may resort to holding an Item in Escrow in order to facilitate payment to a Seller. Seller should cooperate with Bido's instruction for Item transfer, in order to receive their sale proceeds. Sellers should only refer to system generated messages posted  by Bido on the Bido website transfer panel, for these instructions.

  6. INDEMNIFICATION: Seller hereby agrees to indemnify and hold harmless Bido, its officers, directors, shareholders, employees, and agents, from and against any and all loss, damage, liability or expense (including reasonable attorneys' fees and costs), to which they may be put or which they may incur by reason of, or in connection with, any misrepresentation made by Seller, any breach of any of warranties by Seller, Seller's failure to fulfill any of its covenants or obligations under this Agreement, or any trademark, copyright, or patent infringement arising out of or relating to the Item(s), or in any way arising out of Bido being a party to, or Bido’s performance of, this Agreement, other than through Bido's gross negligence or willful misconduct. The foregoing obligation shall exist only if Bido (i) promptly notifies Seller of such claim, (ii) provides Seller with reasonable information, assistance and cooperation in defending the lawsuit or proceeding and (iii) gives Seller exclusive control and sole authority over the defense and settlement of such claim.

  7. RELATIONSHIP OF THE PARTIES; REPORTING OF INCOME: Bido is retained hereunder as an independent contractor and nothing herein contained shall create an employer/employee, principal/agent, partnership, or joint venture relationship between the Parties. The Parties agree that Bido shall include all compensation it receives hereunder in its own books or account for inclusion on its own applicable tax return, that Bido shall be responsible for payment of all income and employment taxes thereon, and that such compensation will not be subject to any offset, employee payroll taxes, or other deduction.

  8. ATTORNEY'S FEES AND COSTS: In connection with any litigation arising out of this Agreement, the prevailing party, whether Seller or Bido, shall be entitled to recover all costs incurred, including reasonable attorney's fees, for services rendered in connection with such litigation, including appellate proceedings and post judgment proceedings.

  9. DISCLOSURES: Seller and Bido specifically acknowledge and understand that if either Seller or Bido knows of facts materially affecting the value of the Item(s), whether said facts are readily observable or not, Seller or Bido, as applicable, shall disclose these facts to the other Party.

  10. NOTICES: Any notice required or permitted to be delivered pursuant to this Agreement must be delivered by electronic mail, facsimile, certified or registered mail, or overnight courier, and addressed as set forth to such address as the Parties may have designated by notice in writing to the other Party. Bido has it’s contact details posted on Bido.com and all Sellers agree to keep their account information within Bido current and accurate.

  11. GOVERNING LAW: This Agreement shall be governed by, and construed in accordance with, the laws of Switzerland, without respect to its conflict of laws provisions. Venue for any litigation arising under, or in connection with, this Agreement shall be in Switzerland.

  12. SURVIVORSHIP & ENTIRE AGREEMENT: This Agreement constitutes and represents the entire agreement between the Parties and supersedes any prior understandings or agreements, written or oral, between the Parties respecting the subject matter of this Agreement. This Agreement may be amended, supplemented or modified at any time by Bido. This Agreement shall inure to the benefit of and shall be binding upon the Parties and their respective successors and assigns. If any provision of this Agreement shall be determined to be invalid, void or illegal, such provision shall be construed and amended in a manner which would permit its enforcement, but in no event shall such provision affect, impair or invalidate any other provision in this Agreement.

  13. DURATION AND ADHERENCE: Provided the terms are adhered, Bido will hold your Account in active status. Bido reserves the right to refuse membership to any person at any time for any reason, and you will be notified if you attempt to use the Service and your membership has been terminated. Individuals are permitted to have one (1) account on Bido. Individuals may not attempt to defraud the system, the auction & sale processes, nor Bido. Refer to the Bido Terms Of Service for additional Rules and Regulations that Bido members are mandated with, as posted on the Bido.com website.

By submitting items for sale to Bido, you agree as the Seller and set your hand and seal on this agreement, on this date.