HomeMy WebLinkAboutC24-257 Vail Trademarks, Inc.DOMAIN NAME TRANSFER AGREEMENT BY AND BETWEEN EAGLE COUNTY,
COLORADO AND VAIL TRADEMARKS, INC.
This Domain Name Transfer Agreement ("Agreement"), dated as of ____________ (the
"Effective Date"), is by and between Vail Trademarks, Inc., a Colorado corporation with an
address of 390 Interlocken Crescent, Broomfield, Colorado, 80021 ("Seller"), which owns the
Domain Name defined below, and Eagle County, Colorado, a body corporate and politic, with an
address of P.O. Box 850, Eagle, Colorado 81631 ("Buyer").
RECITALS
WHEREAS, Seller is the owner of all right, title, and interest in the domain name
FlyEGE.com (the "Domain Name") and is the registrant of the Domain Name with CSC Corporate
Domains, Inc.;
WHEREAS, Buyer wishes to acquire all right, title, and interest in the Domain Name and
the registration thereof; and
WHEREAS, the parties have agreed to Seller's sale of the Domain Name to Buyer on the
terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set
forth herein, and for other good and valuable consideration, the parties agree as follows:
1.Domain Name Assignment. In consideration of the Purchase Price (as defined
below), Seller hereby irrevocably sells, assigns, transfers, and conveys to Buyer:
(a)all right, title, and interest in and to the Domain Name, including the current
registration thereof with CSC Corporate Domains, Inc.; and
(b)any other rights (including, but not limited to, trademark rights in any
jurisdiction) Seller may have in the Domain Name specified in Section 3(a), including any
goodwill associated therewith.
2.Purchase Price.
(a)In consideration of Seller's sale and transfer of the Domain Name and
Seller's other agreements hereunder, Buyer shall pay Seller the sum of ONE DOLLAR
AND NO/100 ($1.00) (the "Purchase Price"). By executing this Agreement, Seller
acknowledges receipt of the Purchase Price, and acknowledges such payment is sufficient
consideration for the sale and transfer of the Domain Name.
3.Transfer of Domain Name.
(a)Following the full execution of this Agreement, Seller shall promptly
execute all documents, papers, forms, and authorizations, and take such other actions as
are necessary to effectuate the transfer of ownership and control of the Domain Name to
Buyer, and shall enable Buyer to register the Domain Name in the name of Buyer with the
DocuSign Envelope ID: 7365C4D5-2F23-45B2-A378-23D5DDC52E08
6/14/2024
2
domain name registry set forth on Schedule 1 attached hereto or as designated in writing
by Buyer ("Buyer's Registrar").
(b) The Domain Name will be deemed transferred ("Transfer") when:
(i) Buyer's Registrar has confirmed the transfer in accordance with its
procedures therefor;
(ii) the applicable WHOIS database identifies Buyer as the registrant
of the Domain Name; and
(iii) the Buyer has administrative and technical access to the Domain
Name, and sole control over where the Domain Name points.
(c) If Seller fails to complete the Transfer after being given notice by the Buyer
and being given an opportunity to cure following full execution of this Agreement in
accordance with this Section 3, Buyer may in addition to, and not in lieu of, all other
remedies, including but not limited to equitable remedies as set forth in Section 9, terminate
this Agreement upon providing 60 days prior written notice to Seller.
4. Notices.
If to Seller: Vail Trademarks, Inc.
Attn: Dir. Marketing/eCommerce
390 Interlocken Crescent
Broomfield, Colorado, 80021
With a copy to Vail Resorts, Inc.
Attn: Legal Dept., Box I-88
390 Interlocken Crescent
Broomfield, Colorado, 80021
If to Buyer Eagle County, Colorado
Attention: Aviation Director
500 Broadway
Post Office Box 850
Eagle, CO 81631
With a copy to: Eagle County Attorney
500 Broadway
Post Office Box 850
Eagle, Co 81631
DocuSign Envelope ID: 7365C4D5-2F23-45B2-A378-23D5DDC52E08
3
5. Other Agreements of Seller.
(a) Seller shall not register, acquire, or otherwise use the Domain Name or
trademark incorporating the Domain Name or a name that is confusingly similar thereto
unless mutually agreed to in writing provided that Buyer has not abandoned the Domain
Name or otherwise is no longer in use.
(b) Seller shall, following full execution of this Agreement and transfer, cease
from using the Domain Name or a name confusingly similar thereto unless mutually agreed
to in writing.
6. Representations and Warranties of Seller. Seller represents and warrants to Buyer
that as of the Effective Date:
(a) Seller has the full right, power, and authority to enter into this Agreement
and perform its obligations hereunder; the execution of this Agreement by Seller has been
duly authorized by all necessary organizational action of Seller; and when executed and
delivered by both parties this Agreement will constitute the legal, valid, and binding
Agreement.
(b) Seller is the sole registrant, owner, and user of all rights, titles, and interests
in and to the Domain Name. Seller, to the best of Seller's knowledge, has at all times been
and remains in full compliance with such registration agreement.
(c) Seller has not taken any action or entered into any agreement for Seller to,
or requiring Buyer to, assign, transfer, license, or grant to any other person or entity the
right to use the Domain Name or that otherwise encumbers the Domain Name;
(d) To the best of Seller's knowledge, Seller's registration, ownership, and use
of the Domain Name do not infringe, misappropriate, dilute, or otherwise violate any US
right, including any US intellectual property right, of any other person or entity and no
action, including but not limited to any Uniform Dispute Resolution Procedure, has been
instituted, settled, or threatened that alleges any such infringement, misappropriation,
dilution, or other violation and Seller has not received any communication asserting any
such allegations.
7. Representations and Warranties of Buyer. Buyer represents and warrants to Seller
that as of the date Effective Date:
(a) Buyer has the full right, power, and authority to enter into this Agreement
and perform its obligations hereunder; the execution of this Agreement has been duly
authorized by all necessary organizational action of Buyer; and when executed and
delivered by both parties this Agreement will constitute the legal, valid, and binding
obligation of Buyer, enforceable against Buyer in accordance with its terms and conditions;
and
8. Indemnification. Seller shall indemnify, defend and hold harmless Buyer, and any
of its officers, agents and employees against any losses, claims, damages, judgments or liabilities
DocuSign Envelope ID: 7365C4D5-2F23-45B2-A378-23D5DDC52E08
4
for which Buyer may become subject to arising out of or resulting from any third-party claim, suit,
action or proceeding related to or arising out of: (a) any breach by Seller of any of its
representations, warranties, and obligations hereunder; or (b) Seller's use of the Domain Name;
and Seller shall reimburse Buyer for reasonable attorney fees and costs, legal and other expenses
incurred by Buyer in connection with investigating or defending any such loss, claim, damage,
liability or action to the extent arising out of Seller’s willful or wanton negligence. This
indemnification shall not apply to claims by third parties against the Buyer to the extent Buyer is
liable to such third party for such claims without regard to the involvement of the Seller. This
paragraph shall survive expiration or termination hereof.
9. Equitable Remedies. Seller acknowledges that a breach or alleged breach by Seller
under this Agreement may cause Buyer immediate and irreparable harm for which monetary
damages may not be an adequate remedy and hereby agrees that in the event of a breach or a
threatened breach by Seller of any such obligations, Buyer may, in addition to any and all other
rights and remedies that may be available in respect of such breach, be entitled to equitable relief,
including in the form of preliminary or permanent injunction, specific performance, and any other
relief that may be available from a court of competent jurisdiction without any requirement to post
bond.
10. Miscellaneous.
(a) Any and all claims, disputes or controversies related to this Agreement, or
breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which
shall be the sole and exclusive forum for such litigation. This Agreement shall be construed
and interpreted under and shall be governed by the laws of the State of Colorado.
(b) This Agreement shall be binding upon and shall inure to the benefit of Seller
and Buyer and their respective successors and assigns.
(c) This Agreement, together with all related exhibits and schedules, constitutes
the sole and entire agreement of the parties with respect to the subject matter contained
herein, and supersedes all prior and contemporaneous understandings and agreements, both
written and oral, with respect to such subject matter.
(d) This Agreement may only be amended, modified, or supplemented by an
agreement in writing signed by each party hereto, and any of the terms thereof may be
waived, only by a written document signed by each party to this Agreement or, in the case
of waiver, by the party or parties waiving compliance.
(e) This Agreement may be executed in counterparts, each of which shall be
deemed an original and all of which together shall constitute one instrument. A signed copy
of this Agreement delivered email, or other means of electronic transmission shall be
deemed to have the same legal effect as delivery of an original signed copy of this
Agreement.
(f) Notwithstanding anything to the contrary contained in this Agreement,
Buyer shall have no obligations under this Agreement after, nor shall any payments be
made to Seller in respect of any period after December 31 of any year, without an
DocuSign Envelope ID: 7365C4D5-2F23-45B2-A378-23D5DDC52E08
5
appropriation therefor by Buyer in accordance with a budget adopted by the Board of
County Commissioners in compliance with Article 25, title 30 of the Colorado Revised
Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR
Amendment (Colorado Constitution, Article X, Sec. 20).
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
DocuSign Envelope ID: 7365C4D5-2F23-45B2-A378-23D5DDC52E08
6
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
Effective Date first above written.
SELLER:
VAIL TRADEMARKS, INC.
By_____________________
Name: ____________________
Title: _____________________
BUYER:
EAGLE COUNTY, COLORADO, by and
through its County Manager
By: ______________________________
Title: _____________________________
DocuSign Envelope ID: 7365C4D5-2F23-45B2-A378-23D5DDC52E08
Julie A. Dececco
EVP, General Counsel
County Manager
7
SCHEDULE 1
BUYER'S REGISTRAR
Registrar Buyer's Administrative Contact
CSC Corporate Domains, Inc.
DocuSign Envelope ID: 7365C4D5-2F23-45B2-A378-23D5DDC52E08
