This Agreement relates to the sale and transfer of a Website from a Seller to a Buyer via AdultFlipp.com.

When a Seller agrees to sell and a Buyer agrees to buy the Seller's Website, the Seller and the Buyer will be deemed to enter into a legally binding agreement in relation to that sale. The Buyer and Seller may together elect that the terms and conditions of this Agreement apply to that sale.

PARTIES

The parties to this Agreement are the Buyer and the Seller. This Agreement will apply to you in your capacity as either a Seller or a Buyer in respect of the sale and transfer of a Website.

DATE OF THIS AGREEMENT

If the Buyer and Seller elect that this Agreement applies, then this Agreement will be entered into between the Seller and the Buyer at the time the Buyer is declared the Winning Bidder in an Auction for the Seller's Website.

ADULTFLIPP.COM SERVICES AGREEMENT

By using adultflipp.com, you have agreed to be bound by our adultflipp.com User Agreement ("Services Agreement"). A copy of that agreement may be found here: http://adultflipp.com/pages/user-agreement To the extent that there is any inconsistency between the terms of this Agreement, any other agreement between you and another Buyer or Seller, and the Services Agreement, then those documents will be read in the following order of precedence:

  1. (a) first, the Services Agreement will take precedence over all other documents; and
  2. (b) second, any separate agreement between you and another Buyer or Seller will take precedence over this Agreement (apart from clauses c and 10 of this Agreement which will take precedence over that separate agreement).

NOT LEGAL ADVICE

You acknowledge that if you choose to use the terms and conditions of this Agreement in relation to the sale of a Seller's Website that:
  1. (a) The terms and conditions of this Agreement have been provided by Adult Flipp as a suggested set of terms and conditions for Buyers and Sellers to use in relation to the sale and purchase of a Website. It is not mandatory for Buyers and Sellers to choose to be bound by these terms and conditions.
  2. (b) You have had the opportunity to obtain legal advice in relation to the use of these terms and conditions and their suitability for your purposes.
  3. (c) By providing these terms and conditions to you, Adult Flipp does not warrant that they are suitable for your needs nor is Adult Flipp providing you with legal advice in relation to them.

TERMS

If you agree to be bound by this Agreement, then, in addition to the above terms and conditions, the following terms and conditions will apply to you in your capacity as either a Buyer or as a Seller in relation to the sale of a Website.

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement, words and phrases defined in the Services Agreement will have the same meaning in this Agreement and in addition, the following words will have the following meaning, unless the context otherwise requires:

  1. (a) "Assets" means the following assets and property to be sold as part of the sale of the Website by the Seller to the Buyer:

    1. (i) all files, data and other works contained in the Website;
    2. (ii) all of the Seller's Intellectual Property Rights in the Website;
    3. (iii) the Brand;
    4. (iv) the Records;
    5. (v) all of the Seller's rights to the Domain Names;
    6. (vi) all of the Seller's rights under the Third Party Agreements; and
    7. (vii) any other assets of the Seller which the Seller specifies in its Listing that it is selling as part of the Website;

  2. (b) "Brand" means the brand name associated with the Website including any registered trade marks specified in the Seller's Listing on adultflipp.com;
  3. (c) "Closing" means the completion of the transfer of the Assets from the Seller to the Buyer undertaken in accordance with clause 4;
  4. (d) "Closing Date" means the date that Closing occurs as specified by the Seller in its Listing or as separately agreed between the Buyer and the Seller;
  5. (e) "Domain Names" means the domain names to be transferred together with the Website which are specified in the Seller's Listing;
  6. (f) "Encumbrance" means any mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, title retention or conditional sales agreement, hire purchase agreement, option, restriction as to the transfer, use or possession, easement subordination to any right of any other person any other encumbrance or security interest whatsoever;