Effective Date: 2/15/2008
Posting Date: 2/15/2008
FOLLOWING ARE THE TERMS ON WHICH FUSU OFFERS YOU ACCESS TO OUR WEB SITE AND SERVICES.
This is the user agreement (the "Agreement" or "User Agreement") for your use of web sites owned or operated by, and services offered by, FUSU a.s. ("FUSU"), a Slovak share company. This Agreement contains the terms and conditions ("T&C") applicable to your use of our services ("Service" or "Services") available under or through the domain, sub-domains, and affiliated domains of www.fusu.com and www.DomainStockExchange.com (collectively, the "Site").
IF YOU ("YOU" OR "USER") DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT USE OR ACCESS OUR SITE OR SERVICES.
You must read, agree with and accept all of the terms and conditions contained in this User Agreement, which include those terms and conditions expressly set out below and those incorporated by reference, before you may use the Site or the Services or become a registered user of the Site. This Agreement is effective upon your first use of the Site for any reason.
1 Definition of Terms
Shares mean the pro-rated rights to a domain’s derivatives values, such as future sale revenue, monthly parking revenue, as specified on the FUSU website; these derivative rights are sold by the Domain Owner to Users, who become Shareholders in the process, and who can sell and purchase them again (“trade”) on the FUSU platform. The Shares are not organized according to Act. No. 566/2001 Coll. about the securities and according to Act No. 513/1991 Coll. the Commercial Code.
Parties means the domain owner, the shareholder and the user.
Listing a Domain means the process of presenting a Domain on FUSU through an IDO.
FUSU IDO Auction is the process of auction that allows the allocation of "shares" and the finding of an initial "share" price before an Initial Domain Offering. If a user wants to participate in FUSU IDO Auction, he must have the status of Premium Investor.
BuyOut means the purchase of all shares of a domain.
Commercial Code means the Act No. 513/1991 Coll. the Commercial Code, as amended.
Civil Code means the Act No. 40/1964 Coll. the Civil Code, as amended.
Legalization Income Protection Act. means the Act No.367/2000 Coll. the Legalization Income Protection Act, as amended.
Act on Protection of Personal Data means the Act No. 428/2002 Coll. on protection of personal data.
2 Eligible Users
You are not allowed to use the Site and Services if you are not at least 18 years old. If you are registering on behalf of a commercial entity, you represent that you have the authority to enter to this Agreement on behalf of the commercial entity. Furthermore, you are not allowed to access this Site from any country where material on this Site is prohibited or illegal.
3 Register of the Domain Owners and Shareholders
According to Act. No. 367/2000 Coll. FUSU must collect specific information from its users who spends more than 4.000 USD per year on FUSU, according to Slovak law. The following data needs to be collected: first name, surname, personal number from identification card or date of the birth, the address of current residence, number of the identification card. If the person acts on behalf of a commercial entity, the entity's information needs to be collected in addition.
The register of the main owners or shareholders users shall be kept by the FUSU with respect to provisions of all relevant legal regulations, in particular the Act on Protection of Personal Data and the Legalization Income Protection Act.
4 Modification of This Agreement
This Agreement can be amended at any time by posting the modified terms and condition on the Site. All amended terms shall be effective at 00:01 on the Effective Date, which normally is 30 days after all modified terms are initially posted on the Site. Moreover, the posting date and effective date are noted at the top of this document. Except as provided in this Section 2, this Agreement may not be amended or modified except in writing signed by you and FUSU.
5 Acceptable Use
5.1 User Accounts
If you violate the Acceptable Use terms described herein, FUSU may, in its sole discretion, with or without notice, terminate your access to the Site and Services.
You are allowed to create one (1) single user account with FUSU. Your right to use the Site is personal to you. Post office boxes or addresses of office service providers may not be used as an address for a User account. It is likewise not permitted to provide value-added service numbers as telephone numbers for a Customer Account. Furthermore, FUSU reserves the right to forbid the use of freely available email addresses as the email address for a user account.
As a condition of your use of the Site, you warrant to FUSU that you will not use the Site for any purpose that is unlawful, or prohibited by this Agreement. Prohibited uses include, but are not limited to: competitive analysis; data mining or scraping through the use of robots, spiders, or otherwise; and/or any use with the potential to infringe the rights of any third party.
In addition, you hereby represent and warrant that: (a) you are an eligible user (see Section 1, Eligible Users); (b) you have provided accurate and complete information in connection with your registration and use of the Site (all such information collectively referred to as "Your Information"), and (c) you will update FUSU to ensure that Your Information remains accurate and complete.
5.2 Use of the Site and Services
You may not use the Site or the Services provided through or in connection with the Site to: (a) defame, abuse, harass, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others; (b) conduct or forward illegal contests, pyramid schemes, or chain letters; (c) publish, post, distribute, disseminate or link to any: (i) inappropriate, profane, defamatory, infringing, obscene, adult content, nude, indecent or unlawful topic, name, material or information; (ii) software or other material protected by intellectual property laws, copyright licenses, rights of privacy or publicity, or other proprietary rights, unless you own, control such rights or have received all necessary consents for your use of such software and other materials; (iii) software or other material that contains viruses, corrupted files, or that may or are intended to damage the operation of another's computer (e.g., "cracks," "hacks," or other programs written to defeat the security measures of any computer, system or programs); (d) sell, distribute, disseminate or link to any sites for marketing, sales or distribution of: firearms, explosives, ammunition, liquor, tobacco products, food that is not packaged or does not comply with all applicable laws for sale to consumers by commercial merchants, pharmaceuticals and controlled substances, counterfeit, pirated or stolen goods, fraudulent goods, any goods or services that infringe or otherwise violate a third party's rights, registered or unregistered securities, goods or services that: (i) you cannot legally sell, (ii) are misrepresented, and/or (iii) if sold, would cause FUSU to violate any law, statute or regulation; (e)harvest or otherwise collect information about third parties, including email addresses, without the express consent of such third parties; (f) restrict or inhibit any other user from using and enjoying its rights in the Services or the Site, interfering with or disrupting the Services or the Site service or servers or network connected to the Site; (g) use a Domain in connection with your use of the Site that is confusing or misleading to other Users or to the public; (h) email or otherwise transmit, distribute, publish or disseminate any "junk email," "Spam," "chain letters," "pyramid schemes," or any other form of duplicative or inappropriate solicitations or messages (commercial or otherwise); (i) violate the rights of any third parties, including, but not limited to, trademark, naming or publicity rights, or (j) violate any applicable government laws or regulations. FUSU does not condone or allow Spam. FUSU will cooperate with legal authorities and Internet service providers in releasing information about users who violate this Acceptable Use Policy.
You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products, services or benefits obtained from the Site, except as expressly provided herein. At all times, you remain solely responsible for Your Information.
Protecting your privacy and the personal information you provide us is a top priority at FUSU. For this reason, FUSU does not sell or rent your personal information to third parties for their marketing purposes without your explicit consent.
You agree not to share any information provided to you by or on behalf of FUSU with any third party except as expressly permitted herein. If you sell or otherwise distribute goods or services that compete with or may otherwise serve as a substitute for products or services sold or otherwise distributed by FUSU via the Site or offered by the Site, you may not: (a) use or acquire, or have any other person use or acquire on your behalf, the products or services of the Services or the Site for which you offer competing or substitute products or services; or (b) advertise, promote, market or solicit offers to acquire such competing or substitute products in connection with your use of the Services or the Site.
FUSU is not obligated to monitor the content on the Site. However, with respect to the use of the Services or the Site, FUSU reserves the right to disclose any information, communication, or materials as necessary to satisfy any applicable law, regulation, legal process or government request, or to edit, refuse to post or to remove any information or materials, in whole or in part, from the Site, in FUSU's sole discretion, without notice at any time.
5.4 Violations of Acceptable Use
FUSU may elect to discontinue offering the Site or the Services, or any portion thereof, at any time for any reason, with or without advance notice.
You are responsible for safeguarding the confidentiality of your password(s) and login name(s) issued to you by FUSU, and for any use or misuse of your account or the Services or the Site resulting from any third party using a password or login name issued to you.
You agree that you will notify FUSU immediately of any known or suspected unauthorized use, breach of security, or violation of this Agreement, on or relating to the Site.
6 Obligations Of Domain Owners and Shareholders
6.1 Domain Owner
In order to list a domain on FUSU, the domain owner agrees to transfer domain to a FUSU Certified Registrar and keep it there while the domain is listed on FUSU. The FUSU website keeps an up-to-date list of Certified Registrars. The domain owner agrees not to sell the domain outside of FUSU, not to change the owner/registrant of the domain without FUSU's approval, and not to transfer the domain away from the FUSU Certified Registrar, unless the domain has been sold on FUSU and the sale and transfer are approved by FUSU.
The owner is bound to split revenue from a domain sale on a pro-rated basis with the shareholders. The domain owner agrees that FUSU may collect the revenue from the domain sale and pay it out to the domain owner and shareholders, on the pro-rated basis.
If the domain owner accepts a BuyOut offer for his domain and the value of such BuyOut offer is less than 150% of the domain’s market value, as seen on the FUSU website at the time of the acceptance of the offer, then 90% of shareholders have to agree to the BuyOut for it to become effective. If the domain owner accepts a BuyOut offer for his domain and the value of such BuyOut offer is more than 150% of the domain’s market value, as seen on the FUSU website at the time of the acceptance of the offer, then the domain’s shareholders get paid out their pro-rated share of the BuyOut price and the domain is sold.
If the domain owner sells the domain to other subject without approval of FUSU according to this terms and conditions, the domain owner is obligated to pay the penalty of contract (according to § 300 Act No. 513/1991 Coll. the Commercial Code) in the value of 150% of the domain’s market value. The penalty of contract is due to 14 days from the date when the domain was sold by domain owner without approval of FUSU.
By buying "shares" of a domain, the shareholder acquires pro-rated rights to the derivatives of a domain from the domain owner, such as rights to future sale revenue or to monthly parking revenue.
Creating a BUY bid is binding for the user until the specified expiration date of the bid. If no matching SELL bid is found, then the bid will be saved and executed automatically once a matching SELL bid is created by another shareholder of the domain.
By selling "shares" of a domain, the shareholder sells previously acquired pro-rated rights to the derivatives of a domain to any interested party on FUSU.
Creating a SELL bid is binding for the shareholder until the specified expiration date of the bid. If no matching BUY bid is found, then the bid will be saved and executed automatically once a matching BUY bid is created by another user.
FUSU reserves the right not to accept bids, and to undo transactions resulting from bids.
FUSU acts as broker in all transactions on the FUSU website (according to § 642 Act No. 513/1991 Coll. the Commercial Code). FUSU will take payments plus applicable fees from the user’s FUSU account and hold them in escrow while a FUSU transaction is ongoing. Upon conclusion of the transaction, FUSU will release the funds from escrow and forward them to the other party, less applicable fees.
7 FUSU IDO Auction
7.1 Description of FUSU IDO Auction
FUSU IDO Auction allows the shares of an Initial Domain Offering to be allocated in an impartial way, at an initial share price that the market determines.
In order to participate in a FUSU IDO Auction, an investor must meet qualification criteria as defined on the FUSU website for a "Premium Investor".
The bids placed during an auction are binding.
A Premium Investor creates a bid for the desired number of shares at a desired share price. The investor wins shares if his bid price is equal to or exceeds the initial share price determined during the auction. If the number of shares bid for from different investors exceeds the number of shares in the offering, FUSU allocates them to the winning investors on a pro-rata basis.
Winning investors agree to sell 50% of the shares that are won at the auction, at a 10% premium of the initial share price that was determined during the auction, and authorizes FUSU to automatically create such SELL bid on his behalf.
7.2 FUSU's Right to Cancel Auction
FUSU reserves the right at FUSU's sole discretion to cancel an Auction at any time, if the offered Domain or Web Project infringes the intellectual property rights or other rights of a third party. If the Auction is cancelled, any contractual relationship between the domain owner and the highest bidder and/or the person who made the last offer before the Auction that may have existed will cease.
7.3 FUSU's Right to Delete Bids
FUSU reserves the right to delete individual bids during the Auction if it believes that such bids were placed clearly erroneously or were determined not to be a bone fide firm offer. FUSU may suspend the user's account at anytime if the user is found to have placed a fraudulent bid during an Auction.
7.4 FUSU's Limitation of Guarantees
FUSU in no way guarantees or further warrants that the web page on which bids can be placed during the Auction Period is permanently accessible. If a Bidding Page is not accessible, the Seller may not, in the future refer to a potentially higher bid during this time period as a mechanism for not following through with a sale. Furthermore, a potential bidder may not argue, for the same purposes, that he would have been the highest bidder for the Domain up for Auction if the webpage would have been available.
8 Premium Investor
If a person spends more than the amount defined in the Premium Investor section on the FUSU website, the person is granted Premium Investor status for one year ("status period") from the current date. The status will be retained for an additional year if the person spends the defined amount again during the status period.
The Premium Investor status can also be purchased for the amount defined on the FUSU website, for any desired status period.
FUSU reserves the right to grant the Premium Investor status to persons FUSU deems appropriate. FUSU reserves the right to remove the Premium Investor status from persons who violate any clause in this agreement.
The advantages of the Premium Investor status are described on the website www.fusu.com.
9 FUSU Showcase
When a User orders a Featured Listing for his/her Domain, the Domain will be shown on the Showcase section of the FUSU website. Ten randomly selected Showcase domains will also be displayed on the FUSU "MySite" page . The sample of domains shown will be randomized again at least daily. The Showcase listings are intended for the purpose of promoting a User's Domain on the FUSU website.
The fee for the FUSU Showcase Services is specified on the FUSU Price List, which is located on the Site and which is subject to change from time to time.
FUSU maintains the right to refuse Showcase orders for without being required to give any reason.
10 FUSU Fees
Except as otherwise noted, creating a user account with FUSU is free. You are responsible for all applicable taxes (except for FUSU's income taxes), costs, hardware, software, services and all other costs and expenses related to the Services or your activity conducted through the Site. FUSU may, in its sole discretion, add, delete or change any of the Services provided or fees charged by FUSU. FUSU's standard fees and any changes will be posted to our Price List, and the applicable Services and fees will be binding on the effective date noted on the Price List. No advance notice is required for any prospectively-effective change in Services offered or fees charged therefore.
Unless otherwise stated, all fees and currency amounts are quoted in Dollars. The fees charged for FUSU services that are specified by FUSU are considered to be end prices and are understood to include any applicable taxes.
FUSU accounts are prefunded. In order to take part in any transaction on FUSU, or to purchase FUSU services, you have to fund your FUSU account with the necessary money.
You can request a payout of funds in your FUSU account via the channels provided on the FUSU website at any time, and they will be fulfilled in the time shown on the FUSU website. In extraordinary circumstances FUSU reserves the right to delay the payout within the boundaries of a reasonable time period.
FUSU collects brokerage fees on transactions between parties on FUSU, as defined oin the Price List.
11 Liability Disclaimer and Indemnification
11.1 Investment Advice
You understand and hereby agree that FUSU does not recommend any issue, financial product or instrument, nor does any mention of a particular issue on this site constitute a recommendation by or through FUSU to buy, sell, or hold that or any other issue discussed herein. You also understand and acknowledge that FUSU provides no tax, legal or investment advice. You further understand and hereby agree that FUSU does not offer or provide any investment advice or opinion regarding the nature, potential, value, suitability or profitability of any particular issue, portfolio of issues, transaction, investment strategy or other matter. You hereby agree that by accessing this site, or participating in FUSU.com, that any information provided therein is not to be used or considered as an offer, or a solicitation of an offer, to buy or sell issues by FUSU.
FUSU accepts no liability whatsoever for any direct or consequential loss arising from any use of information available to you on FUSU. You hereby agree that any decisions you make will be based solely on your evaluation of your financial circumstances, objectives, risk tolerance, financial condition and liquidity needs.
You also understand and acknowledge that the employees of FUSU are not authorized to give any such advice and that you will not solicit or rely upon any such advice from FUSU or any of its employees. You further acknowledge that FUSU is not to considered to be an investment advisor with respect to you or any other party.
11.2 Limitiation of Liability
FUSU is in no way responsible for the content of any web site owned or operated by a third party that may be linked to or from the Site via hyperlink, whether such hyperlink is provided by FUSU or by a third party. No judgment or warranty is made with respect to the accuracy, timeliness or suitability of the content of any web site to which the Site may link, including information on the web site regarding the FUSU Site. By providing access to other web Sites, neither FUSU nor its affiliates are recommending the purchase or sale of the stock issued by any company, nor are they endorsing products or services offered by any web site's sponsoring organization.
YOU AGREE THAT USE OF FUSU'S SERVICES AND THE SITE IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED ON AN "AS IS" AND AN "AS AVAILABLE" BASIS. FUSU EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. FUSU MAKES NO WARRANTY THAT THE BUYER MAY USE THE DOMAIN OR THAT THE SELLER MAY TRANSFER THE DOMAIN WITHOUT VIOLATING ANY RIGHTS OF A THIRD PARTY. FUSU MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT THEY WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. NOR DOES FUSU MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE SITE. YOU UNDERSTAND AND AGREE THAT YOUR USE OF ANY MATERIAL AND/OR DATA DOWNLOADED FROM THE SITE OR ANY SERVICES OBTAINED THROUGH OR PROVIDED BY FUSU IS AT YOUR SOLE DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM ANY SUCH DOWNLOAD OR USE OF SUCH INFORMATION OR OTHER RELATED TRANSACTION. NO ADVICE OR INFORMATION THAT YOU MAY OBTAIN FROM FUSU OR THROUGH THE SERVICES PROVIDED BY FUSU SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED THEREIN.
You agree that, regardless of any statute or law to the contrary, except as prohibited by law, any claim or cause of action arising out of or related to this Agreement, the Site, or FUSU's products or Services, must be commenced within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.
IN NO EVENT SHALL FUSU, ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, OR SUPPLIERS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SITE, THE SERVICES, OR THIS AGREEMENT (HOWEVER ARISING, INCLUDING NEGLIGENCE). FUSU'S LIABILITY, AND THE LIABILITY OF ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU HAVE PAID TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, AND (B) $100. YOU AGREE TO INDEMNIFY AND HOLD FUSU AND (AS APPLICABLE) FUSU'S PARENT, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES, HARMLESS FROM ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS' FEES, MADE BY A THIRD PARTY DUE TO OR ARISING OUT OF YOUR USE OF THE SITE OR THE SERVICES, YOUR BREACH OF THIS AGREEMENT OR THE DOCUMENTS IT INCORPORATES BY REFERENCE, OR YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY.
12 Intellectual Property
All content, database information, data and services available on, and collected as a whole through this Site are property of FUSU, its affiliates, advertisers and its licensors and are protected by copyrights, trademarks, service marks, patents, trade secrets, and other proprietary rights and laws, in the U.S. and internationally. All rights not expressly granted herein are fully reserved by FUSU, its affiliates, advertisers, and licensors. FUSU's licensors' or other third party materials, services or products referenced on this Site are common law or registered trade marks or service marks of such parties.
All contents of the Site are: Copyright Â© 2007 FUSU. All rights reserved.
"FUSU" is a registered trademark of FUSU. The names of other companies and products mentioned herein may be the trademarks of their respective owners. Any rights not expressly granted herein are reserved by FUSU.
13 Term and Termination
Until and unless terminated by you or FUSU, your status as an eligible or registered user will continue indefinitely, and fees for services will be charged as described herein (see Section 4, Fees). FUSU may terminate this Agreement and your access to the Site and related Services at any time, with or without cause, and with or without notice.
Upon termination of your right to use the Site, you will no longer have access to any data or information you had previously created, maintained, managed, or stored in the Site or FUSU's systems. FUSU is under no obligation to maintain any such data or information.
Your obligations pursuant to Section 4 (Acceptable Use), Section 5 (Fees), Section 10 (Liability Disclaimer and Indemnification), Section 11 (Intellectual Property), Section 12 (Term and Termination), Section 7 (The Obligation for the main owners, shareholders and investors) and Section 14 (General) shall survive the termination of this Agreement and your right to use the Site.
FUSU manages the Site from its offices in Slovakia. This Agreement is governed by the laws of the Slovak republic. You agree that no joint venture, partnership, employment, or agency relationship exists between you and FUSU as a result of this Agreement or use of the Site. FUSU's performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of FUSU's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by FUSU with respect to such use. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law, including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect. Unless otherwise specified herein, this Agreement constitutes the entire agreement between the user and FUSU with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and FUSU with respect to the Site. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form, and any such printed, true, and accurate copy shall be deemed an original document for evidentiary purposes. Any failure of FUSU to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. You may not rent, lease, license, grant a security interest in, or otherwise transfer, assign, or sublicense your rights hereunder to any third party. At any time, FUSU may, in its sole discretion and without providing notice or obtaining your consent, assign this entire Agreement or delegate some or all of its responsibilities hereunder.
15 How to Contact FUSU
Bratislava 811 06
+421 22 08 61 039
Dr. Tomas Stremy