Last Revised: 8 November 2017
PLEASE READ THIS AGREEMENT CAREFULLY, AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES.
This GoDaddy Auctions Membership Agreement (this “Agreement”) is entered into by and between GoDaddy.com, LLC, a Delaware limited liability company ("GoDaddy") and you, and is made effective as of the date of electronic acceptance. This Agreement sets forth the terms and conditions of your use of GoDaddy’s Auctions services (“GoDaddy Auctions” or the “Services”).
Your electronic acceptance of this Agreement signifies that you have read, understand, acknowledge and agree to be bound by this Agreement, along with GoDaddy’s Universal Terms of Service Agreement, which is incorporated herein by reference.
The terms “we”, “us” or “our” shall refer to GoDaddy. The terms “you”, “your”, “User” or “customer” shall refer to any individual or entity who accepts this Agreement. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.
GoDaddy, in its sole and absolute discretion, may 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 the GoDaddy website (this “Site”). You acknowledge and agree that (i) GoDaddy may notify you of such changes or modifications by posting them to this Site and (ii) your use of this Site or the Services found at this Site after such changes or modifications have been made (as indicated by the “Last Revised” date at the top of this page) 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 found at this Site. In addition, GoDaddy may occasionally notify you of changes or modifications to this Agreement by email. It is therefore very important that you keep your account (“Account”) information, including your email address, current. GoDaddy assumes no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate or out-of-date email address.
2. DESCRIPTION OF SERVICEs
The 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. GoDaddy provides a venue and a transaction facilitation process. GoDaddy is not an auctioneer or an escrow agent. Although the process occurs in an “auction-style” format, GoDaddy is not the owner of the domain names listed on the website. As result, GoDaddy has no control over the quality, safety or legality of the domain names listed. Domain names listed may be withdrawn at any time by Seller or by GoDaddy.
You acknowledge and agree that if you engage in a transaction with an auction selling price or a Domain Buy Service transaction of five thousand dollars ($5,000.00) or more, your transaction may be handled by third-party escrow service, Escrow.com. Your electronic acceptance of this Agreement signifies that you have read, understand, acknowledge and agree to be bound by Escrow.com’s General Escrow Instructions, which are incorporated herein by reference. In addition, you acknowledge and agree that GoDaddy may disclose personally identifiable information to Escrow.com for the sole purpose of facilitating the transaction.
You acknowledge and agree that if you engage in a transaction with an auction selling price or a Domain Buy Service transaction of less than five thousand dollars ($5,000.00), your transaction will be handled by GoDaddy’s “Transaction Assurance” process. GoDaddy will remit payment of the purchase price, less the applicable commission and fees, to the Seller 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. By using GoDaddy’s “Transaction Assurance” process, you authorize GoDaddy to perform tasks on your behalf in order to complete the transaction. GoDaddy 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 and agree that GoDaddy is not a bank, and the “Transaction Assurance” process is a payment processing service rather than a banking service. You further acknowledge and agree that GoDaddy is not acting as a trustee, fiduciary, or escrow agent with respect to your funds.
GoDaddy is not responsible and disclaims all liability in the event that the domain name transaction fails to complete due to breach by the buyer or seller or failure of the buyer or seller to complete the transaction. Buyer does not obtain any rights in the registration of a domain name until completion of the transaction.
You acknowledge and agree that we may, in our sole discretion, extend the length of the auction if bids are submitted in the final moments of the auction, to allow potential buyers the opportunity to bid prior to the end of the auction.
We reserve the right to screen domain names prior to listing and we may exclude, in our sole discretion, any domain name for any reason, including, but not limited to: a) violation of this Agreement or the Universal Terms of Service; or b) infringement, or potential infringement, of a third party intellectual property right.
Should you choose payment by paper check, you acknowledge and agree that a Twenty-Five Dollar ($25.00) check processing fee will be assessed to you each time a U.S. based check is printed.
Gift cards may not be used to purchase auction memberships or auction items.
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 GoDaddy AS YOUR DESIGNATED AGENT FOR THE SOLE PURPOSE OF EXPLICITLY CONSENTING TO MATERIAL CHANGES OF REGISTRATION CONTACT INFORMATION ON YOUR BEHALF. “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.
3. YOUR OBLIGATIONS (Seller and Buyer)
You agree to thoroughly, accurately and honestly complete all forms and requests for information provided by GoDaddy throughout the process. You agree GoDaddy will not be responsible for any false or misleading information you provide, whether intentionally or unintentionally.
You agree to notify GoDaddy within five (5) business days when any of the information you provided as part of the listing/buying process changes. It is your responsibility to keep this information in a current and accurate status. Failure by you, for whatever reason, to provide GoDaddy 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 GoDaddy to determine the validity of information provided by you, shall also be considered a material breach of this Agreement.
4. provisions specific to selling/listing domain names
You may use the Services to list domain names to which you have ownership 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; and
- You have the right to transfer the domain name in accordance with your obligations under this Agreement.
You further agree the domain name is not currently or will not in the foreseeable future be associated with a Uniform Dispute Resolution Policy dispute or other such litigation. In the event you are unable to comply or fail to comply with your obligations under this Agreement, GoDaddy expressly reserves the right to delist any or all of your domain names immediately upon GoDaddy becoming aware of your failure to comply.
You may list your domain name for any duration offered on the site. You agree to pay the listing fee associated with the duration period you choose at the time of the listing. You may choose to supplement the listing with various additional services such as Additional Category listings, Featured Category listings, or Buy Now options. By using the additional services, you agree to pay any additional charges that GoDaddy may associate with the additional services. GoDaddy reserves the right to modify its pricing structure at any time. If you find a Buyer using the Services, the transaction must be completed within the Services. For each transaction completed within the Services, you agree to pay GoDaddy a transaction fee according to the fee schedule published here. Such transaction fee will be payable directly to GoDaddy unless the transaction is processed using a third-party escrow service, in which case all fees will be paid to such third-party escrow service. In addition to any transaction fees, you agree to pay (GoDaddy or the third-party escrow service, as the case may be) any intermediary or other banking fees charged by Buyer’s banking institution in connection with the transaction in question.
You agree not to sell any domain name to any Buyer found through the Services without using the Services to complete the transaction. Should GoDaddy find that you are circumventing the Services, GoDaddy reserves the right to terminate your account and cancel all of your listings.
You acknowledge and agree that country code top level domain names (“ccTLDs”) may have unique eligibility requirements. Accordingly, before you sell or list any ccTLD via GoDaddy Auctions, you should review the applicable registry rules, policies, and agreements for the ccTLD in question to ensure that you are in compliance with all eligibility requirements (including those listed in the Domain Name Registration Agreement, if any) and will be able to transfer the domain name upon a successful purchase or bid on GoDaddy Auctions.
As a Seller, you are not allowed to bid on any domain names you have listed. If you bid or have someone else bid on a domain name that you have listed, your listing will be removed from the site and administration fees may be assessed per listing. Your account will be locked while we investigate you for “Inappropriate Bidding”, which is defined as the act of bidding on your own listing against other bidders, or bidding by individuals who have knowledge of or access to Seller’s item information, in order to raise the price at which your item will eventually sell. Inappropriate Bidding is strictly forbidden and GoDaddy will take all actions GoDaddy deems appropriate in the event GoDaddy detects Inappropriate Bidding.
As a Seller, you are obligated to complete the transaction if Buyer commits to purchase the domain name through a fixed price, Buy Now format, or if Buyer meets or exceeds the minimum bid or reserve price. Should you fail to complete the transaction for any reason (including, but not limited to, failing to move the domain name to Buyer’s account if Buyer commits to purchase the domain name through a fixed price, Buy Now format, or if Buyer meets or exceeds the minimum bid or reserve price), GoDaddy reserves the right to (i) charge you a fee or (ii) terminate your membership with GoDaddy Auctions (as determined by GoDaddy in it sole and absolute discretion). Should you elect to use the “Push to Auction” feature you will be unable to cancel the sale of your domain name, and must accept the initial “offer” if no other bids are made once the domain name is listed on Auction. By receiving payments through the Services, you appoint GoDaddy as your Agent to receive and deposit funds on your behalf. If you are a domestic Member, funds over a minimum of five dollars ($5.00) received on your behalf may be paid via your PayPal® Account or your Good As Gold Account (“Deposit Account”). It is your responsibility to provide a valid PayPal Account number. Failure to provide valid Deposit Account information will cause your payments to be withheld pending receipt by GoDaddy of proper deposit instructions. If the payment amount exceeds twenty thousand dollars ($20,000.00), it will be split into two PayPal payment transactions. Please refer to the PayPal account set-up requirements for your country, which may be found here, to ensure your PayPal account has the ability to receive payments from third parties.
You hereby authorize GoDaddy to initiate and post (i) credit (positive) entries for payments to the Deposit Account and (ii) debit (negative) entries to the Deposit Account to reverse erroneous payments and/or make adjustments to incorrect payments. You acknowledge and agree that the amount initiated and posted to the Deposit Account will represent payment for domain names sold using the Services, less any applicable fees and/or chargebacks. If the domain name sold is registered with GoDaddy and eligible for transfer from Seller to Buyer via GoDaddy’s change of account (“COA”) process, GoDaddy will initiate the payment of proceeds approximately five (5) days after receipt of Buyer’s funds. If the domain name sold is not registered with GoDaddy, GoDaddy will initiate the payment of proceeds approximately twenty (20) days after receipt of Buyer’s funds. In either event, you acknowledge and agree that there may be a delay of several days between the time that GoDaddy initiates the payment of proceeds and the time that the proceeds are actually posted to the Deposit Account, and GoDaddy expressly disclaims any liability or responsibility regarding the same.
The authority granted to GoDaddy by the Deposit Account owner herein will remain in full force and effect until GoDaddy 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 GoDaddy a reasonable opportunity to act on such revocation, or until GoDaddy has sent notice to terminate this Agreement.
In the event of a payment chargeback, GoDaddy will deduct the amount of the Payment from Seller’s Payment Method on file. In the event that chargeback experience is high, as determined by GoDaddy, GoDaddy reserves the right to hold back twenty percent (20%) of all Seller’s Payments for ninety (90) days from the date the Payment was to be paid.
Seller will not release the domain name to Buyer until receipt of confirmation from GoDaddy that the funds have been verified and cleared.
5. provisions specific to purchasing/bidding on domain names
All bids and purchases are subject to the Bid/Buy/Offer Agreement, which is hereby incorporated by reference. As a Buyer, you are obligated to complete the transaction if you purchase the domain name through a fixed price, Buy Now format, or if you are the highest bidder at the end of an auction and your bid meets or exceeds the minimum bid or reserve price. Should you fail to complete the transaction for any reason (including, but not limited to, failing to pay the purchase price if you purchase the domain name through a fixed price, Buy Now format, or if you are the highest bidder at the end of an auction and your bid meets or exceeds the minimum bid or reserve price), GoDaddy reserves the right to (i) charge you a fee or (ii) terminate your membership with GoDaddy Auctions (as determined by GoDaddy in it sole and absolute discretion). Sellers who list their domain name as an “Offer/Counter Offer” may, once an offer is made, use the “Push to Auction” feature, to convert their domain name listing to an Auction listing. If Seller utilizes that feature on your offer, your offer will become the first bid on that listing. If no other (higher) offer is made, you will be deemed to be the purchaser of that domain name. If your offer is not “accepted” for the “Push to Auction” feature, you will be notified and have the option of bidding on that domain name on the Auction site. You acknowledge some listed domain names may be subject to an additional renewal fee. For those domain names, the renewal fee will be added to your bid or Buy Now price to form the purchase price. You agree by completing the transaction, you are responsible for payment of the renewal fee. By initiating and sending payments through the Services, you appoint GoDaddy as your agent to hold the funds on your behalf and transfer them to the recipient that you designate. Once you send payment, GoDaddy will hold those funds as your agent for a prescribed period of time based on the type of transaction, at which time GoDaddy will release the funds to Seller. At no time will you be able to withdraw those funds or send the funds to another recipient unless the initial transaction is cancelled. Should Seller refuse payment, the funds, minus the administration fee as outlined in the pricing structure, will be returned to you. You agree GoDaddy is not responsible for payments refused by Seller. For Expired Auctions, GoDaddy will obtain the funds first by the Payment Method you have designated. If there are insufficient funds or invalid credit card information, GoDaddy may obtain the remaining funds by charging any Payment Method you have on file.
As a Buyer, you are responsible for ensuring that your use of the domain name does not infringe on third-party rights or any relevant laws or regulations.
Some domain name listings may include traffic data (“Traffic Data”) and a valuation amount ("Valuation"). The Traffic Data and Valuation are provided “AS IS” and are for informational purposes only. The Traffic Data and Valuation both reflect internally calculated data and do not represent a guarantee of continued traffic or actual value of the domain name.
You agree not to purchase any domain name found through the Services without using the Services to complete the transaction. Should GoDaddy determine (which determination shall be made by GoDaddy in its sole and absolute discretion) that you are circumventing the Services, GoDaddy reserves the right to terminate your account and cancel all of your listings.
You acknowledge and agree that ccTLDs may have unique eligibility requirements. Accordingly, before you purchase or bid on any ccTLD via GoDaddy Auctions, you should review the applicable registry rules, policies, and agreements for the ccTLD in question to ensure that you are in compliance with all eligibility requirements (including those listed in the Domain Name Registration Agreement, if any) and will be able to register the domain name upon a successful purchase or bid on GoDaddy Auctions.
Under all circumstances, a Seller is prohibited from bidding on his or her own listing. Additionally, “Shill bidding” is strictly prohibited. Shill bidding is bidding by anyone—including the Seller, family, friends, roommates, employees, or online connections—that artificially increases a domain name’s price or apparent desirability. Violations of the above policy may result in the following actions being taken by GoDaddy, including:
- Listing cancellation
- Account suspension
- Referral to Law Enforcement
6. GoDaddy Expired Domain names (Premier Auctions)
From time to time, GoDaddy may list domain names which have entered into an expiration period for their original registration (“Expired Domain Names”). Expired Domain Names will be clearly marked on the site. These Expired Domain Names may be listed on the Site on the date of their expiration, however, no sale will be final until forty-five (45) days after the date of expiration. During the redemption period, as described in the Domain Name Registration Agreement, the original registrant has the right to reclaim the Expired Domain Name. By bidding on the Expired Domain Name, Buyer acknowledges and agrees that if Buyer has the winning bid, the transfer of the Expired Domain Name will not be completed until after the expiration period is complete. Buyer further acknowledges and agrees GoDaddy shall not be obligated to offer a third-party escrow service to facilitate transactions involving Expired Domain Names. If the Expired Domain Name is reclaimed by the original registrant, GoDaddy will refund the full purchase price. Buyer acknowledges Expired Domain Names must be renewed upon purchase. A one (1) year renewal or transfer fee will be added to the purchase price for each Expired Domain Name purchased. The successful bid amount plus the one (1) year renewal or transfer fee (from the end of the domain name’s previous registration period), plus ICANN fee, if applicable, is due within forty-eight (48) hours of auction close or the form of payment you used to purchase your Go Daddy Auctions membership, or any valid payment method associated with the account, will be charged on the third day following the auction close. If the winning bidder does not complete their purchase, you may be offered the Expired Domain Name for purchase. You must complete the purchase of the Expired Domain Name within twenty-four (24) hours of notification of the Expired Domain Name being offered to you. If you elect to purchase the Expired Domain Name, you acknowledge the Expired Domain Name must be renewed upon purchase. A one (1) year renewal fee will be added to the purchase price for each Expired Domain Name purchased. Your bid amount plus the one (1) year renewal or transfer fee (from the end of the domain name’s previous registration period), plus ICANN fee, if applicable, is due within twenty-four (24) hours of the notification of option to purchase the Expired Domain Name and if payment is not received within twenty-four (24) hours, GoDaddy may offer the Expired Domain Name to others for purchase. If the Expired Domain Name is reclaimed by the original registrant, GoDaddy will refund the full purchase price.
7. Change of ownership
GoDaddy is not the owner of the domain names listed on the website and, accordingly, cannot guarantee immediate change of ownership from Seller to Buyer. If the domain name sold is registered with GoDaddy and eligible for transfer from Seller to Buyer via GoDaddy’s COA process, change of ownership will begin upon completion of the check-out process and receipt of Buyer’s funds. For domain names that are registered with GoDaddy but designated as Expired Domain Names and listed using the Auction format, change of ownership will not be completed until forty five (45) days after the original date of expiration (approximately ten (10) days after the close of the Auction). For all Member to Member auctions, payment is due within five (5) days from the close of the listing. For all Expired Domain Name auctions, payment is due within forty-eight (48) hours from the close of the auction.
To facilitate the change of registrant information associated with the listed domain names, and in accordance with ICANN’s Change of Registrant policy, Seller, at the time of listing the domain names, specifically authorizes and directs GoDaddy to act as its Designated Agent. As Designated Agent, GoDaddy will facilitate the transfer and change of domain name contact information for the sold domain names. As such, Seller grants GoDaddy the power to explicitly consent to the material change of registrant contact information to facilitate transfer of the sold domain names. Additionally, Buyer specifically authorizes and directs GoDaddy to act as its Designated Agent. As Designated Agent, GoDaddy will facilitate the transfer and change of domain name contact information for purchased domain names. As such, Buyer grants GoDaddy the power to explicitly consent to the material change of registrant contact information to facilitate transfer of the purchased domain names.
While Buyer and Seller may use the Services to facilitate the buying and selling of domain names that are not registered with GoDaddy, GoDaddy strongly encourages the parties to transfer any domain names that are not registered with GoDaddy to GoDaddy upon receipt of a final/successful bid so the registrar of record for the domain name in question will be GoDaddy. In addition, please note that if the domain name sold is registered with GoDaddy and eligible for transfer from Seller to Buyer via GoDaddy’s COA process, it will automatically be moved from Seller’s GoDaddy account to Buyer’s GoDaddy account, and no other transfer options will be permitted.
If the change of ownership from Seller to Buyer is not able to be completed (i) due to either party’s fraudulent activity or (ii) for any other reason, Buyer and Seller acknowledge and agree that GoDaddy shall have no liability or responsibility regarding the same. In all cases, whether the domain name in question is registered with GoDaddy or with another registrar, the change of ownership from Seller to Buyer is done without representation or warranty of any kind (including, but not limited to, any representation or warranty that a domain name does not infringe upon the intellectual property or other rights of a third party), and GoDaddy expressly disclaims any liability or responsibility regarding the same.
Please note that any domain name registered with GoDaddy may not be transferred away from GoDaddy to another registrar for a period of sixty (60) days following the change of ownership date.
8. GoDaddy’s rights
In addition to any and all other rights reserved by GoDaddy in this Agreement, GoDaddy expressly reserves the right in its sole discretion to:
- Review your use of the Services for compliance with this Agreement and the Universal Terms of Service Agreement, which is incorporated herein;
- Establish limits and guidelines concerning the use of the Services;
- Terminate 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 GoDaddy determines, in its sole discretion, to be harmful to its other customers, operations, or reputation; and
- Terminate your Services if your use of the Services results in, or is the subject of, legal action or threatened legal action, against GoDaddy 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.
GoDaddy has no obligation to monitor the Services, but reserves the right to do so. GoDaddy reserves the right to edit the descriptions and comments on listings. You acknowledge and agree that GoDaddy shall have the right to make public and share with third parties certain information in connection with the sale or purchase of domain names on the website, 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.
9. DISPUTE POLICY
Occasionally, a dispute might arise regarding a transaction begun or completed through the Services. In such instance, you agree to be bound by GoDaddy’s Dispute Policy. GoDaddy reserves the right to modify the Dispute Policy at any time, without notice.
Filing a Dispute
To file a dispute, you must submit an email to AuctionDisputes@godaddy.com. The email must include:
Your account number;
Your name and contact information;
The order number associated with the transaction;
The domain name over which the dispute arises; and
A detailed account of the dispute.
Such email must be received within four (4) days from the sale date.
Once a dispute has been received, GoDaddy will place the transaction into a “Hold” status while it investigates the dispute. GoDaddy reserves the right, in its sole discretion, to close any dispute it deems invalid or resolved. After investigation, GoDaddy will notify Buyer and Seller of the outcome of the investigation and complete or terminate the transaction as GoDaddy, in its sole discretion, deems appropriate.
GoDaddy reserves the right to charge an administration fee to cover the costs associated with investigation of a dispute. As such, you agree GoDaddy may charge an Administration fee to the Payment Method it has on file for you if a dispute is filed involving a domain name which you have listed or purchased through the Services. Should GoDaddy receive multiple complaints regarding transactions in which you are involved, GoDaddy, in its sole discretion, may cancel your account and terminate all listings you have.
In the event you have a dispute with one (1) or more members, you release GoDaddy, its affiliates, officers, directors, agents, subsidiaries, joint ventures and employees from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such dispute.
10. REMEDIES AND RIGHT TO CANCEL
Without limiting other remedies, if:
- You breach this Agreement or any document incorporated by reference;
- GoDaddy determines your actions may pose a risk to GoDaddy or its members; or
- GoDaddy determines your use of the Services infringes on the intellectual property or legal rights of others.
GoDaddy 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, GoDaddy 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 GoDaddy closes your account(s), GoDaddy will provide notice and pay you all of the unrestricted funds in your account(s) due to you.
Also, where in GoDaddy's estimation, it believes you owe it money for any reason, GoDaddy reserves the right to offset any payments into your Account until GoDaddy is made whole.
11. 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.
12. DEFINITIONS; CONFLICTS
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Universal Terms of Service Agreement. In the event there is a conflict between the provisions of this Agreement and the provisions of the Universal Terms of Service Agreement, the provisions of this Agreement shall control.