Terms and Conditions

This Agreement is a contract between you and Company and applies to your use of the Company services (the
"Services"). In this document the terms “we,” “us,” “our,” and “Company” refer to Company Limited/Company
OÜ. The terms “you” and “your” refer to the reader.

Introduction
  • Welcome to Companys' User Agreement (the "Agreement"). This Agreement contains terms and conditions applicable to your use of the services we provided on Whalesheaven.com website, as well as your participation in live auction events conducted by other members (The “Seller”) of “Whalesheaven.com” marketplace.
  • By using the services on Whalesheaven.com website you are agreeing to the following terms and conditions, as well as rules of website use.
  • Before you may become a member of Whalesheaven.com website, you must read and accept all of the terms and conditions, our Privacy Policy and NDA (Non-Disclosure Agreement) whether such terms and conditions are contained in the primary document itself or are hyperlinked to related documents. We strongly recommend that, as you read this Agreement, you also access and read our Privacy Policy, as well as the NDA.
  • You acknowledge and agree that we may amend this Agreement at any time, and from time to time, by posting the amended terms on our website. Unless, and only to the extent, expressly stated to the contrary herein, all amended terms and conditions shall automatically be effective on a prospective basis once they are posted on our site. Accordingly, you are encouraged to periodically review our terms of use for any such changes and/or amendments.
  • Definitions
  • In these terms and conditions, unless the context otherwise requires or implies: Auction/Live Auction/Online Auction – are auctions conducted on a website that enable users to buy and sell goods with other users. Auction Winner/Winner – The final highest bidder. Assets – are the digital goods like IP, code, designs, software, hardware and etc. Bid –offer (a certain price) for something at an auction. Bidder/Buyer –A person registered to place a bid at the auction. Company –a business organisation. Commission – a form of payment to Company for services rendered. Due Diligence –investigation and analysis of an item (company or asset) done in preparation for a transaction. The due diligence process is held between the winner of the auction and the seller. Fees – a charge or payment for Whalesheaven.com services. Item – refer to company or asset in this agreement’s context. Company – a Limited Company, providing Services to which these terms and conditions apply. Company Account/User Account – a user account created with Whalesheaven.com which enables you to use www.Whalesheaven.com website and its Services. Listing –an advertisement placed on Whalesheaven.com by the sellers also referred to “Item”. Non-Disclosure Agreement (NDA) – It is a contract through which Whalesheaven.com Users (Buyers and Sellers) agree not to disclose information about the Companies or Assets listed/advertised on Whalesheaven.com website. Pricing – refer to pricing on Whalesheaven.com website (including fees and commission) Rules – Policies, regulations and principles within the use of Whalesheaven.com website services. Seller – a person who has the RIGHT to sell a company or asset and uses Whalesheaven.com website to advertise his sale. Start-up – a company newly emerged, out of operation or fast growing. Services – means the services provided by Company such as being able to interact with Whalesheaven.com website. Success Fee – means a compensation payed to Company for services provided after a successfully closed transaction between the buyer and the seller. Successful Bid – a bid that has been accepted on a live auction.
  • Registration
  • To be able to bid on an Online Auction or create an Auction, you agree to create a User Account (Whalesheaven.com account) with Company (Whalesheaven.com) in order to use the Services. Once you have created a User Account at https://whalesheaven.com/signup and your Account has been confirmed you can now sign in with your username (email address) and password, you also agree to keep confidential and secure any username or password used to access your Whalesheaven.com account. In order to confirm your registration, you will be sent a confirmation email to the email address you have provided.
  • You agree to receive emails from Whalesheaven.com (including the Company’S newsletter, as well as promotional offers, email confirmation links and announcements from Company), receiving emails from Whalesheaven.com can be changed to your preference later on. Collected information will not be shared with any third party and complies with our stated Privacy Policy.
  • All users of the services must be 18 years of age or older. By creating a user account, you represent and warrant to Whalesheaven.com that you are 18 years of age or older and you can form legally binding agreements under applicable law.
  • Once you are logged in to Whalesheaven.com, you will be granted a full access to “Whalesheaven.com” website. As a Whalesheaven.com member you will be able to use all the services Whalesheaven.com provides, like access to the detailed view of the auctions, place offers, place bids, contact sellers, get live notifications, receive messages and etc.
  • You agree to only maintain one user account in relation to your use of the services Whalesheaven.com website
  • User identification
  • As part of the registration process in order to be able to place a Bid or create an Online Auction you will be required to verify your identification with Veriff services (www.veriff.me) and provide your basic contact information on your Whalesheaven.com user profile page (necessary fields to fill will be marked as “required”).
  • You warrant that all information provided on your Whalesheaven.com user profile page - is true and correct in every detail.
  • Please note that in order to verify your identification and payment eligibility a One-Time Transaction Fee set by Company may apply, for more information check Pricing.
  • Company IS ONLY A VENUE
  • We (Company) are not a Seller and are not Conducting the auctions. Our Service allows you to participate in Auctions conducted by the other users of the marketplace (the Sellers). We are solely a passive conduit to facilitate communication between you and the Seller. We reserve the right in our sole and absolute discretion to change some or all of our Services at any time.
  • We have no control over the quality, safety, or legality of the Items advertised, the truth or accuracy of the Listings, or the ability of Sellers to sell and the ability of Buyers to buy Items. We also do not ensure or guarantee that the Buyer or seller will actually complete a transaction.
  • Company does not review or evaluate the Items (Companies or Assets) auctioned, or verify the descriptions given or claims made by Sellers regarding their Items listed. You expressly represent that you shall comply with all local laws of any Item (Companies/Assets) that you bid upon or purchase through Whalesheaven.com.
  • You shall at all times defend, indemnify and hold Company, its shareholders, members, partners, officers, directors, employees, agents, parent, subsidiaries, affiliates, joint venturers, and successors and assigns, harmless from, and against, any and all causes of action, suits, claims, demands, judgments, liabilities, losses, damages, awards, penalties, fines, costs and expenses (including, but not limited to, reasonable attorney's fees) of any nature or kind, arising under or resulting from:
  • Your use, purchase, or distribution of any products in violation of any Regulations.
  • Your use of Whalesheaven.com in connection with the purchase of any products subject to any Regulations.
  • Your alleged or actual violation or breach of any Regulations.
  • Since we are not involved in the actual transactions between the Buyer and Seller, in the event that you have a dispute with a Seller, you hereby release Company (and our shareholders, members, partners, officers, directors, employees, agents, parent, subsidiaries, affiliates, joint venturers, and successors and assigns) from causes of action, suits, claims, demands, judgments, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of, or in any way connected with, such disputes.
  • The seller
  • The Seller can list available items (Companies/Assets) on which a Buyer may Bid. Auction information, price, data, media, timing and conditions are set by the seller and are subject to change without notice in case if no bids have been placed by the buyer/bidder. In case if the Bid was placed, the Seller can not edit the auction details.
  • Selling an item:
  • You must have the RIGHT to sell the item (Company/Asset).
  • You (Seller) as a person who conducts an Auction, you acknowledge that the best way to sell the Item is to provide all the information necessary to the potential Buyer in a clear and understandable way, same as replying incoming messages on Whalesheaven.com.
  • When you are creating an Auction you are obligated to provide all the information required by Whalesheaven.com
  • You warrant that all information concerning the Item(Company/Asset) - is true and correct in every detail.
  • When an Auction is listed on Whalesheaven.com, it must not be listed for sale anywhere else
  • You may not Bid on your own Auction.
  • During the Due Diligence process no changes can be made to the Item. The item must match the provided description, if was not agreed otherwise with the Buyer.
  • When you create an Auction you claim that the Item (Company/Asset) is by all means LEGAL and Selling it is not breaking any criminal laws.
  • We (Company) do not control the information that is provided by the Seller, which is made available through our system. We also do not guarantee that the Seller complies with all applicable laws, rules, and regulations required by Whalesheaven.com.
  • Pricing/Commision
  • For its services, Company may charge you Fees as it details on the Pricing page (check “Pricing”) in its website. Pricing information will always be clear, understandable and easy accessible on Whalesheaven.com website (www.Whalesheaven.com), Company has the right to change Pricing or its Fees at any time, no additional costs will be added to users without them being notified and agreed to the new terms.
  • When a Company or an Asset got sold on Company, a Success Fee will be deducted to Company from the transaction (final Bid/Price) between the Buyer and the Seller. The Success Fee is Company’s Commission on a successful sale, and is charged to the Seller only in result of a successful Due Diligence (both sides “done deal”) between two parties.
  • Please refer to our Pricing page for the most up to date Pricing on Whalesheaven.com
  • Acceptable use policy (prohibited content)
  • The actions individual members take can have a big impact on our system as a whole. That’s why all Company users must follow all Company’s Rules and Policies in their use of Whalesheaven.com Services. If you violate this policy, we may suspend or terminate your account. We may also suspend or terminate accounts according to our Terms where we see behaviour, content, or other factors that poses a threat to our system.
  • You agree not to use Company to promote/sell anything offensive and illegal, or to harass anyone in any way. You may not use Whalesheaven.com services to promote/sell a company or an asset associated with:
  • Adult content
  • Content that advocates against an individual, group, or organization
  • Recreational drugs and drug-related content
  • Hacking and cracking content
  • Pages that offer compensation programs
  • Misrepresentative content
  • Violent content
  • Weapon-related content
  • Content that enables dishonest behaviour
  • Illegal content
  • We (Company) do not control the information that is provided by the Seller, which is made available through our system. We also do not guarantee that the Seller complies with all applicable laws, rules, and regulations required by Whalesheaven.com.
  • Suspension of the services
  • Without limiting Company’s other rights arising under this Agreement, Company may suspend your User Account and your use of the Services at any time, with or without notice to you, and for any reason in its sole and absolute discretion, including if:
  • Company considers that you have breached any of your obligations to Company under this Agreement;
  • Company considers that you are using your User Account in bad faith or to collude in any way to reduce the amount of Fees that would ordinarily be payable to Company;
  • you are using your User Account or the Services for illegal or fraudulent means or in a manner which Company in its sole discretion considers offensive, unlawful, harassing, libellous, defamatory, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable;
  • in Company’s sole and absolute opinion, the provision of the Services to you is resulting in an unreasonable load on Company’s servers or Company’s other services;
  • if a notice of a claimed copyright infringement has been lodged against you, subject to the outcome of Company's notice and takedown procedures which may be found here; or
  • You agree:
  • Company may suspend the Services at any time including without limitation, during or after a Listing
  • Company’s suspension of the Services may, in Company’s sole discretion, apply to only some of the Services and/or for a fixed or indefinite period of time; and
  • Company may in its sole discretion reactivate the Services and your User Account for you at any time following suspension.
  • During a suspension of your User Account, any Listings/Auctions will be suspended or terminated (as determined by us in our sole and absolute discretion).
  • Due diligance
  • Company suggests both parties proper legal support and auditing partners for a safe and professional Due Diligence, the final payment is being held via Escrow between the parties.
  • Money transactions and escrow
  • Company suggests both parties proper legal support and auditing partners for a safe and professional Due Diligence, the final payment is being held via Escrow between the parties.