Purchase Agreement

THIS AGREEMENT (the "Agreement") is made as today’s date by and between National App Exchange Corp., a California corporation on the one hand ("Company"), and You (“You”), on the other hand. 

WHEREAS, subject to the terms and conditions set forth herein, You desires to acquire the domain name selected on Company’s site with the URL of www.nationalappexchange.com(“Site”) of the Company subject to the terms and conditions of this Agreement. 

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE 1. 

PURCHASE OF THE ASSETS

1. Purchase. Your submission of Your credit card information on the Site and Company’s acceptance of such submission and acknowledgement that the transaction contemplated hereunder has been completed shall constitute the closing of the transactions contemplated by this Agreement (the "Closing"), upon the terms and subject to the conditions set forth in this Agreement, the Company shall issue, sell, assign, transfer and convey to You, and You shall purchase and acquire from the Company, the “Assets” (defined herein as the domain name selected by You and placed in the shopping cart on the Site prior to clicking on this Purchase Agreement.
   
   
2. Purchase Price. The aggregate purchase price for the Assets is ONE THOUSAND DOLLARS U.S. Dollars ($1,000) (the “Consideration) the receipt of which Company hereby expressly acknowledges as sufficient, complete, full and fair consideration for the Assets.
   
   
3. Manner of Delivery. Within 72 hours of the Closing, the Company shall deliver to You all of the Assets set forth herein pursuant in every instance to the then-current GoDaddy terms of domain name transfer.  (Ronald, Please add the link to the terms and conditions of Godaddy). 

ARTICLE 2.

REPRESENTATIONS AND WARRANTIES CONCERNING YOU

1. You represent and warrant to the Company that: You have all requisite power and authority to execute and deliver this Agreement.
   
   
2. Knowledge and Experience. You have sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits, risks and suitability of purchasing the Assets, and have evaluated the merits, risks and suitability of such an investment.  You expressly acknowledge, accept and agree that You are not relying on the Company with respect to, the corporate, tax, legal, regulatory economic or other considerations involved in Your purchase of the Assets.  You further expressly acknowledge, accept and agree that neither the Company nor any of its Affiliates or representatives is acting as a fiduciary or advisor to You with respect to this Agreement or any of the transactions contemplated hereby.
   
   
3. No other Representations or Warranties. No representations or warranties have been made to You by the Company or any director, officer, employee, agent or Affiliate of the Company other than the limited representations of the Company set forth herein and You understand, acknowledge and agree that the Company makes no other representations and warranties of any kind or nature, express or implied, all of which are specifically disclaimed by the Company.  The decision by You to purchase the Assets being acquired pursuant to this Agreement is based on the information contained in this Agreement and Your own independent investigation of the Company.  You have been, and will continue to be, solely responsible for making its own independent appraisal of an investigation into, and in connection with this Agreement and the transactions contemplated hereby and You have made such an independent appraisal of an investigation into the Assets. You have not relied, and will not hereafter rely, on the Company with respect to such matters or to update You with respect to such matters.  Subsequent to the Closing, Company hereby fully disclaims any and all liability for and / or associated with the purchase of the Assets by You to the maximum extent possible according to the law.  Company makes no warranties or guaranties of any nature whatsoever about the monetary gains to You or financial value of the Assets associated with Your purchase of the Assets.  You hereby expressly acknowledge, accept and agree that all information contained on the Site is merely for informational purposes and does not constitute giving You legal, financial, tax, business or any other advice of any nature.   

ARTICLE 3. NOTICES

All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when sent via email to You at the email address You provided when you entered Your credit card information on the Site or to Company, when sent to: notices@nationalappexchange.com.

ARTICLE 4. MISCELLANEOUS 

Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. If the final judgment of a court of competent jurisdiction declares that any term or provision hereof is invalid or unenforceable, the parties hereto agree that the court making the determination of invalidity or unenforceability shall have the power to reduce the scope, duration or area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as so modified after the expiration of the time within which the judgment may be appealed.  The language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any party to this Agreement.  Any provision of this Agreement may be amended or waived only in writing signed by You and the Company. No waiver of any provision hereunder or any breach or default thereof shall extend to or affect in any way any other provision or prior or subsequent breach or default.  This Agreement and the documents referred to herein contain the complete agreement between the parties hereto and supersede any prior understandings, agreements or representations by or between the parties, written or oral, which may have related to the subject matter hereof in any way.  This Agreement shall be deemed to have been fully executed upon You clicking on the “I accept” box that appears below in this Agreement.  All matters relating to the interpretation, construction, validity and enforcement of this Agreement shall be governed by and construed in accordance with the domestic laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of laws of any jurisdiction other than the State of California.  All actions or proceedings arising in connection with this Agreement may be tried and litigated in the applicable court in the State of California or the United States District Court for the Central District of California. Each party hereby waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this paragraph, and stipulates that the applicable court in the State of California or the United States District Court for the Central District of California shall have in persona jurisdiction over each of them for the purpose of litigating any such dispute, controversy, or proceeding. Each party hereby authorizes and accepts service of process sufficient for personal jurisdiction in any action against it as contemplated by this paragraph by registered or certified mail, return receipt requested, postage prepaid, to its address for the giving of notices asset forth in the Notices provision hereinabove. Nothing herein shall affect the right of any party to serve process in any other manner permitted by law.  The descriptive headings of this Agreement are inserted for convenience only and do not constitute a part hereof or define, limit or otherwise affect the meaning of any of the terms or provisions hereof. The use of the word "including" in this Agreement shall be by way of example rather than by limitation and shall be deemed to include the phrase "including without limitation."  This Agreement shall not confer any rights or remedies upon any individual natural person or company other than the parties hereto and their respective heirs, personal legal representatives, and successors and permitted assigns.  Further, the sale of the Assets is final and shall not be subject to refunds of any kind or nature.  Further, Company shall not be responsible to pay any consequential damages to You of or relating to the sale of the Assets to You.  Your sole legal remedy shall be for damages in the amount paid by You for the purchase of the Assets.  The parties hereby waive their rights to a trial by jury.  The parties will attempt to resolve any dispute arising out of or relating to this Agreement through friendly negotiations amongst the parties. If the matter is not resolved by negotiation within thirty (30) days, the parties will resolve the dispute using the below Alternative (ADR) procedure. Any controversies or disputes arising out of or relating to this Agreement will be resolved by binding arbitration under the rules of the American Arbitration Association. The arbitrator's award will be final, and judgment may be entered upon it by any court having proper jurisdiction.

___ By checking this box, You fully accept all of the terms and conditions of this Agreement as written above.

  ___ By checking this box, You decline all of the terms and conditions of this Agreement as written above and hereby void this transaction.