Marketplace & Contest Service Agreement - Atom

This Marketplace & Contest Service Agreement (“MCSA”) forms part of, and is governed by, the Atom Terms of Service (“ATOS”). By participating in or using any part of the Atom Marketplace—including hosting or entering Contests, listing or purchasing Domains, or offering or purchasing Member Services—you agree to be bound by this MCSA in addition to the ATOS. If there is a conflict between this MCSA and the ATOS, this MCSA controls solely for Marketplace activities. Capitalized terms not defined here have the meanings in the ATOS.

1. Marketplace Services
   1. Scope. The Marketplace is one of the Services offered by Atom under the ATOS. The general rights and obligations of Buyers, Creatives, Sellers, and Registrants—including Atom’s role as a neutral platform provider, payment facilitation, refunds, domain transactions, and Intellectual Property Transfers—are governed by the ATOS and the Domain Registration Services Agreement (DRSA) (where applicable).
   2. Supplemental Terms. This MCSA supplements the ATOS by setting out additional requirements specific to: Contest Guidelines, Domain listing/transfer procedures, Marketplace refund rules, and enforcement. Where this MCSA conflicts with the ATOS, this MCSA controls only for Marketplace activities.
2. Legal Relationships & Obligations of the Parties
   1. Atom Provides a Venue. The Marketplace is an online venue where Buyers post projects for creative services, Members submit Entries in response, and Buyers select winning Entry(ies). Buyers may also purchase Domains listed by Sellers.
   2. Contracts Between Buyers and Creatives. By registering as a Member, you acknowledge and agree that you contract directly with other Members to buy or sell services or Domain Names. Creatives are not required to participate in any project posted by a Buyer.
   3. Creative submissions and Intellectual Property transfer. By submitting Entries to a project, the Creative agrees that if their Entry is selected, the Creative will enter into a binding agreement with the Buyer pursuant to Atom’s Intellectual Property Transfer Agreement (the "Intellectual Property Transfer Agreement”), available at https://www.atom.com/legal/intellectual-property-transfer.
   4. Buyer selection; abandoned projects. When a Buyer selects a winning Creative, the Buyer agrees to purchase—and the Creative agrees to deliver—the Creative’s services in accordance with the IP Transfer Agreement and this MCSA. The Buyer agrees to select the winning design or written Entry within seven (7) days after the project ends (or such other period set in the Contest Guidelines). If the Buyer does not select a winner, the Buyer agrees that, after thirty (30) or more days have passed following the project end date, Atom may pay the Contest Prize on the Buyer’s behalf to one or more Creatives who submitted Entries, consistent with the Contest Guidelines. Any refund eligible under Atom’s Refund Policy must be requested within seven (7) days after the project end date.
   5. Seller warranties for Domain listings. As a Seller listing a Domain on the Marketplace, you represent and warrant that: (i) you are the current registrant of the Domain or have the exclusive legal right to transfer it; (ii) the registration is active and not subject to deletion, cancellation, rescission, or deactivation by any registrar or registry; (iii) you have not taken, and no one has taken against you, any action that would impair your ability or right to transfer the Domain; (iv) the Domain has not been used in a manner that infringes any third-party rights (including trademark, naming, or publicity rights); (v) the Domain is not the subject of any legal dispute or proceeding challenging your right to register or use it; (vi) the listing accurately describes the Domain (and any included content); (vii) you own, and have the right to sell, any content included with the listing; (viii) if your offer to sell is accepted, you will complete the transaction with a ready, willing, and able Buyer; and (ix) upon receipt of payment, you will assign to the Buyer all Intellectual Property Rights you have (now or in the future) in the Domain, to the extent assignable.
      Note: These warranties are in addition to the “Domain Marketplace – Listings & Ownership” requirements below; if there is any overlap, the stricter obligation applies.
   6. Good faith and platform integrity. You covenant to act in good faith and engage in fair dealing in connection with the IP Transfer Agreement and Marketplace transactions. You acknowledge that Atom’s value, reputation, and goodwill depend on Members’ performance of their obligations. Atom may take actions it deems necessary or desirable to protect the platform—including suspension, termination, listing removal, withholding funds, or legal action—if it reasonably believes a violation has occurred.
3. Creative’s Role & Relationship with Atom
   1. Independence. If you are a Creative, you—and only you—decide which Contests to participate in, how many to enter, and when to submit Entries. You are under no obligation to participate in any Contest or to submit any Entry. You are free to devote as much or as little time as you choose to Marketplace activities and to perform work for any other person or business, including Atom’s competitors.
   2. No Employment Relationship. Nothing in this MCSA, the ATOS, or your use of the Services creates an employment, partnership, joint venture, agency, franchise, or sales-representative relationship between you and Atom. Atom does not provide you with equipment, tools, benefits, workers’ compensation, or insurance coverage, and is not responsible for any expenses you incur in using the Services. Atom will not withhold any amounts from Contest awards, bonuses, or other payments for income tax, Social Security, or other taxes.
   3. Tax Forms. Atom may require you to submit a Form W-9 (if you are a U.S. taxpayer) or Form W-8BEN (if you are not a U.S. taxpayer), to be updated annually or as required by law. Atom may suspend your ability to participate in Contests or withdraw funds or Credits until the applicable form has been provided or updated.
   4. Taxes & Reporting. Each Member is solely responsible for all applicable taxes, withholdings, filings, and reporting.
   5. Links to Third-Party Content. You may find on the Website links to other websites. You acknowledge and agree that we are not responsible or liable for the availability or accuracy of such websites, or their content, advertising, or products. The inclusion of any link on the Website does not imply that we endorse the linked website. You use the links at your own risk and expressly relieve us from any and all liability arising from your use of any third-party website.
   6. User Entries & Domains. You are solely responsible for your own Entries, Domains, and all other content you post, upload, or submit through the Marketplace, and for any consequences of doing so. When uploading Entries, Domains, or comments, you represent and warrant that you own or have all necessary licenses, rights, consents, and permissions to use and to authorize Atom to use all patent, trademark, trade secret, copyright, or other proprietary rights in and to such content, to enable its lawful inclusion, display, and use on the Marketplace and as otherwise contemplated by this MCSA and the ATOS.
4. Accounts & Conduct (Marketplace Specific).
   1. Creating Your User Account.
      1. You must create a User Account with Atom in order to use the Service. Your User Account will be created using Atom’s online sign up process, or any other method specified by Atom from time to time in its sole discretion.
      2. You must maintain a single Atom User Account, keep credentials secure, and comply with acceptable-use requirements. In order for Atom to enforce the single User account policy, you agree to not use any proxy servers to hide your IP address while accessing the Website.
      3. Your User Account will permit you to login to our Website to manage your User Account, make use of the Service and to manage other details involving your relationship with Atom.
      4. You agree to keep confidential and secure any username or password used to access your User Account. You warrant that all information provided to Atom in the setup of your User Account is true and correct in all respects.
      5. You agree to provide Atom with all identification documents (including copies of passports and drivers licenses) that Atom may reasonably request from you from time to time for the purposes of verifying your identity.
   2. Additional Account Use Restrictions In addition to Section 3 of the ATOS (User Account Conduct), you agree to use your User Account and the Marketplace solely for lawful Marketplace activities and for no other purpose. You may not, whether directly or indirectly:
      1. resell, sublicense, or transfer your User Account to any other person;
      2. use or misuse your User Account in a fraudulent, deceptive, or illegal manner, or to post or send any content that is offensive, unlawful, harassing, defamatory, abusive, threatening, vulgar, or obscene;
      3. impersonate any person or entity;
      4. use your Account to infringe the intellectual-property rights of any person;
      5. send advertising, chain letters, junk mail, spam, or other unsolicited communications;
      6. promote any third-party website or platform not affiliated with Atom;
      7. forge or alter message headers or address information in any communication;
      8. transmit viruses, spyware, malware, or other harmful or disruptive code;
      9. use your Account to transfer or launder funds;
      10. intentionally degrade, disrupt, or damage the Marketplace or Website, or deny access to others;
      11. cancel or manipulate a Contest or Domain sale to avoid Atom fees, including canceling a Contest and contracting separately with a Creative;
      12. maintain more than one active Atom account;
      13. host a Contest on behalf of a competitor of Atom; or
      14. solicit or share contact information with other Users for purposes of off-platform communications or transactions without their express consent.
      15. Atom may pursue all available remedies, including suspension or termination of your Account, for any of the foregoing.
   3. General Compliance. All Members must comply with the ATOS, this MCSA, and all applicable laws and Contest Guidelines when participating in the Marketplace.
   4. Prohibited Conduct. Without limiting Section 3 of the ATOS (User Account Conduct), Members are expressly prohibited from:
      1. colluding in any way to influence the outcome of a Contest or Domain sale;
      2. selecting a winner or awarding a Contest to a friend, family member, or affiliated business;
      3. offering or accepting payment outside of Atom’s payment system for any Marketplace transaction;
      4. using false, duplicate, or misleading accounts or identities;
      5. listing or transferring any Domain without valid ownership or transfer rights;
      6. misappropriating, copying, or using any Entry or creative work without proper authorization or payment;
      7. posting, transmitting, or including any content that infringes intellectual property rights, violates applicable law, or breaches third-party platform or registrar policies;
      8. interfering with or manipulating the operation, visibility, or ranking of Contests or Domain listings;
      9. threatening, harassing, or retaliating against other Members or Atom representatives in connection with Marketplace activities; or
      10. engaging in any conduct that Atom reasonably determines could harm Atom’s reputation, goodwill, or the integrity of the Marketplace.
      Illustrative Violations. Disallowed categories (e.g., pornography, gambling, prostitution), off-platform solicitation to evade fees, misuse of ratings/winner selection, and violations of messaging/posting guidelines may result in suspension.
   5. Investigations. Atom may investigate any suspected violation of this MCSA or the ATOS, request additional information, or suspend any related transaction pending investigation. Members must cooperate with Atom in any such investigation.
   6. Suspension and Termination. Atom may suspend or terminate any Member’s access to the Marketplace, remove listings, withhold funds, or disable account functionality at any time, with or without notice, if Atom determines, in its sole discretion, that:
      1. the Member has violated this MCSA, the ATOS, or applicable law;
      2. the Member’s participation poses a risk of fraud, abuse, or harm to other Members or to Atom; or
      3. suspension or termination is necessary to protect the security, integrity, or reputation of the Marketplace.
   7. Consequences. During any suspension, the Member may not participate in Contests, withdraw funds, or list or purchase Domains. Atom may, in its discretion, offset or retain funds in the Member’s account to cover potential damages, chargebacks, or losses resulting from the Member’s conduct
   8. Appeals. Members may contact Atom Support to request review of a suspension or termination. Atom’s determination following review is final.
5. Domain Marketplace
   1. Listings & Ownership. Sellers may list Domains for sale through the Marketplace only if they are the current registrant or have the exclusive legal right to transfer the Domain. By listing a Domain, the Seller represents and warrants that (a) the Domain registration is active and in good standing with its registrar; (b) the Seller has not taken or permitted any action that would impair the ability to transfer the Domain; and (c) the Domain’s registration and use do not infringe any third-party rights or violate applicable law.
   2. No Warranty of Title; Buyer Acknowledgment. Atom does not independently investigate or guarantee a Seller’s ownership, authority, or right to sell any Domain beyond reasonable verification performed for Marketplace operations. Domains are offered and sold “as is” with respect to title. Buyer acknowledges that Seller representations and warranties are provided by the Seller alone, and that Atom makes no warranty regarding title, non-infringement, or absence of legal disputes.
   3. Verification and Approval. All Domain listings are subject to Atom’s review and verification. Atom may require additional documentation from a Seller to confirm ownership or transfer rights. Atom may suspend or remove any listing that fails verification or appears inaccurate, incomplete, or misleading.
   4. Sale Completion and Transfer. A Domain sale is not final until payment has been received, verified, and approved by Atom, and the Domain has been successfully transferred to the Buyer at the current registrar or such other registrar as the Buyer designates. Atom may withhold, delay, or cancel a transaction if it determines that ownership cannot be confirmed or that the transfer cannot be completed in accordance with applicable registrar or registry requirements.
   5. Registry, ICANN, and Court Actions. Buyer acknowledges that Domain registrations are subject to the rules, policies, and authority of registries, registrars, ICANN, and courts. These authorities may suspend, transfer, cancel, or reverse a Domain registration at any time to enforce policy, resolve disputes (including UDRP or URS proceedings), comply with legal orders, or correct errors. Atom must comply with such actions and shall have no liability for any resulting loss, suspension, or transfer of a Domain.
   6. Buyer Responsibilities. After transfer, the Buyer is solely responsible for maintaining the Domain registration in good standing, paying renewal fees directly to the registrar, and complying with all applicable registration, registry, and use policies. Atom has no responsibility for renewal, expiration, use, or management of Domains after transfer.
   7. Refunds.

      All Domain purchases are final and non-refundable. Domain transfers are typically initiated immediately (or soon after purchase), and once a transfer has been initiated or completed, refunds are not possible.

      Limited exception (before transfer begins). You may request a refund for a Domain purchased with an outright payment only if all of the following conditions are met: (a) you contact Atom within twenty-four (24) hours of purchase to request the refund; and (b) Atom has not initiated the Domain transfer to you (including any registrar push or transfer-out process).

      Cancellation fee. Any approved refund under this exception may be subject to a cancellation fee to cover payment processing and related costs.

      Transfer failure. If Atom is unable to transfer the Domain to your ownership for any reason, you will be entitled to a full refund of your purchase amount. No cancellation fee will apply in this case.

      No refund after transfer initiation. You are not eligible for a refund once the Domain transfer has been initiated or after twenty-four (24) hours have elapsed from the time of purchase, whichever occurs first.

      Installment plans. For Domains purchased under installment plans, no refund is available for installments already paid. You may, however, cancel any future scheduled installments; in that case, the Domain will not be transferred to you and will be re-listed for sale in the Atom Marketplace.

      Registry actions after transfer. A suspension, transfer, or reversal of a Domain by a registry, registrar, ICANN, or court after a successful transfer does not constitute a transfer failure and does not entitle Buyer to a refund.

      Other terms apply. Refunds under this Section are subject to Section 8 (Payments and Credits) of this MCSA and to Atom’s general Refund Policy referenced therein.

   8. Prohibited Listings. Sellers may not list or attempt to transfer any Domain that (a) infringes another party’s trademark, copyright, or other rights; (b) is subject to legal dispute, UDRP or URS proceeding, or registrar lock preventing transfer; (c) is associated with illegal activity; or (d) is otherwise prohibited under Atom’s policies or applicable law. Atom may remove any such listing without notice.
   9. Taxes. Sellers and Buyers are each responsible for determining and satisfying any tax obligations arising from a Domain transaction, including sales, use, VAT, or income taxes. Atom does not collect or remit taxes on behalf of Members except as required by law.
   10. Role of Atom. Atom acts solely as a platform operator and payment facilitator for Domain sales. Atom is not a broker, agent, or party to any Domain sale between Members and assumes no responsibility for the accuracy of listings, performance of the parties, or enforceability of any transaction.
   11. Seller Program Policies and Commissions
       1. Approval and Listing. All Domain listings are subject to Atom’s review and approval. Domains containing hate speech or infringing content are prohibited.
       2. Seller Eligibility. Your Atom account must be active and in good standing to receive payment.
       3. Commission Structure. Commission rates and policies are published at: https://helpdesk.atom.com/en/articles/997701-domain-marketplace-terms-conditions-sellers and may change without notice.
       4. Premium Listings. Premium Listings are exclusive to Atom and must point to Atom’s name servers. A 30-day removal notice applies. Off-platform sales before the 30-day period are a violation.
       5. Plus and Standard Listings. Non-exclusive; Sellers control pricing but must promptly delist sold domains. Off-platform negotiation is prohibited.
       6. Atom-Registered Domains. Atom may register and hold ownership of unregistered domain ideas. Seller earns commission per published policy.
       7. Contest Submissions. Sellers may submit eligible Domains to Contests; payout equals the greater of the Contest prize or Domain payout (minus commission).
       8. Transfer Process. Sellers must promptly provide authorization code or transfer to Atom’s holding account upon sale.
       9. Publicity. Atom may publish details of completed sales; Sellers may request confidentiality.
6. Contests and Entries
   1. Buyers - Hosting a Contest. Buyers may host Contests for naming, marketing, or design projects in accordance with Atom’s Contest Guidelines. To host a Contest, Buyers must:
      1. select the contest type (Prepaid, Guaranteed, or other types approved by Atom);
      2. advertise the Contest to Creatives through the Marketplace;
      3. specify the total Buyer Payment and duration consistent with the Contest Guidelines;
      4. complete all required contest details; and
      5. pay Atom the Buyer Payment in full before launch.
   2. Atom’s Role and Trademark Features. Atom invites eligible Creatives to enter and facilitates delivery of Entries via the Marketplace. Atom may, at the Buyer’s request, provide tools such as “Trademark Check” or “Comprehensive Trademark Screening.” These tools are informational only and do not constitute legal advice or guarantee registrability. Buyers are solely responsible for conducting their own due diligence on trademark or other legal clearance.
   3. Selection of Winners and Abandoned Contests. Buyers must select one or more winning Entries within thirty (30) days after the Contest end date. If a Buyer fails to do so, Atom may, after thirty (30) days, designate one or more winning Entries and distribute the Contest Prize accordingly, without further liability. Buyers may not select relatives, friends, co-workers, or affiliates as Winners. If a Buyer later wishes to use an Entry from an Abandoned Contest, the Buyer must contact Atom within sixty (60) days of the Contest end date and pay the applicable bonus or prize in accordance with the Intellectual Property Transfer Agreement.
   4. Creatives - Submitting Entries. Creatives may submit Entries meeting the Buyer’s stated requirements and the Contest Guidelines. Each Creative represents and warrants that their Entry is original, non-infringing, and that they are not related to or affiliated with the Buyer. By uploading an Entry, each Creative grants Atom a non-exclusive, royalty-free, worldwide license to display and promote the Entry in connection with the Contest and the Marketplace.
   5. Creatives - No Guarantees or Liability. Atom makes no representation or warranty regarding the selection of winners, exclusive use of Entries, or future engagement between Buyers and Creatives. Creatives acknowledge that Atom is not liable for (a) being or not being selected as a Winner; (b) use or non-use of any Entry by the Buyer; (c) any Buyer’s failure to comply with the Contest Brief; or (d) any other aspect of Buyer-Creative dealings. All Contest participants must comply with the Prohibited Conduct in Section 4 of the MCSA and the ATOS.
   6. Creatives - Winning Entries and Intellectual Property Transfers. If selected as a Winner, the Creative agrees that the Entry’s Intellectual Property Rights transfer automatically to the Buyer upon Atom’s verification of payment, pursuant to the Intellectual Property Transfer Agreement (available at https://www.atom.com/legal/intellectual-property-transfer).
   7. Minimum Submissions. Contests must receive submissions from at least ten (10) unique Creatives to be eligible for winner selection.
   8. Bonus Payments. Buyers may pay a Creative a “Bonus” to use an additional Entry or to provide extra compensation. Each Bonus payment creates a binding agreement under the Intellectual Property Transfer Agreement. If a Buyer uses more than one Entry from a single Contest, the Buyer must pay the applicable $100 Bonus (or higher agreed amount) for each additional Entry used.
   9. Guaranteed Contests. A “Guaranteed Contest” represents a Buyer’s irrevocable commitment to select a winner. Guaranteed Contests may not be canceled, except where (a) the payment was incomplete or fraudulent, (b) the contest category was entered in error, (c) the contest violates the ATOS or this MCSA, or (d) Atom, in its sole discretion, issues a refund due to chargeback or exceptional circumstances.
   10. Abandoned Contest Compensation Structure. If a Buyer fails to select a Winner within thirty (30) days, Atom may award the Contest Prize to one or more Creatives of its choosing. If the Buyer later wishes to use any Entry from such Contest:
       1. if the Creative received ≥ $100 already, no additional payment is required;
       2. if the Creative received < $100, the Buyer must pay the difference to reach $100; or
       3. if the Creative received $0, the Buyer must pay a $100 Bonus.
       4. Upon payment, the Creative agrees that Intellectual Property Rights transfer to the Buyer pursuant to the Intellectual Property Transfer Agreement.
   11. Disputes. Any dispute between a Buyer and a Creative relating to a Contest will be handled in accordance with Section 11 of the ATOS (Dispute Resolution and Arbitration). Atom may, at its discretion, assist in facilitating a resolution but is not obligated to mediate or adjudicate any such dispute.
7. Domain Name Auctions
   1. Overview. Atom may operate or provide access to domain name auctions through its own platform or through third-party auction providers. These auctions may include:
      1. Expired Domain Auctions, for domain names that have expired and are being resold following non-renewal by the prior registrant; and
      2. Third-Party Auctions, for domain names voluntarily listed for sale or auction by their current registrants.
      Participation in any auction is subject to this Agreement, Atom’s published auction rules, and any additional terms provided at the time of listing or bidding.
      Atom may publish or share general information about completed domain sales or auctions, including the domain name, sale price, and date, provided that personally identifiable information will not be disclosed without your consent unless required by law.
   2. Expired Domain Auctions.
      1. Expiration and Renewal Periods. When a domain name registered through Atom expires, Atom may, but is not required to, provide a grace period during which the prior registrant may renew the domain name. The length of any grace period varies by TLD and is subject to the applicable Registry’s policy. After the renewal grace period expires, Atom may place the domain name into an Expired Domain Auction before deletion.
      2. Rights of the Prior Registrant. Until the Registry deletes the domain name, the prior registrant may still be able to renew or redeem it, consistent with Registry policy and the Expired Registration Recovery Policy. If a renewal or redemption occurs before the domain name is transferred to a successful bidder, the auction will be canceled and any winning bid will be void.
      3. Auction Sale and Transfer. At the close of the auction, the highest valid bidder who has paid in full becomes eligible to register the domain name. The domain name will be registered in the winner’s name as a new registration once Atom completes the transfer and the applicable Registry permits it. The new registration term begins as of that transfer date. All sales are final once the name is registered.
      4. Designated Agent Authorization. To facilitate the transfer of ownership in accordance with ICANN’s Transfer Policy and Change of Registrant Policy, you authorize Atom to act as your Designated Agent (as that term is defined by ICANN). As Designated Agent, Atom may approve material changes to registration contact information on your behalf for the limited purpose of completing an auction transfer or sale.
      5. Atom’s Discretion. Atom may cancel, extend, or re-run an expired domain auction if (i) there is a system error or irregularity, (ii) the prior registrant renews or redeems the name, (iii) the winning bidder fails to pay, or (iv) Atom determines that doing so is necessary to maintain the integrity of the auction process.
      6. No Warranty. Atom makes no representations about the prior history, traffic, or value of any expired domain name. Domain names sold at auction are provided “as is.”
   3. Third-Party Auctions and Listings
      1. Listing Authorization. A registrant who lists a domain name for sale or auction through Atom’s marketplace authorizes Atom to (i) display the listing and accept offers or bids, and (ii) transfer the domain name to a buyer upon successful completion of the transaction. The registrant remains responsible for maintaining the registration and compliance with all ICANN and Registry rules until the transfer is completed.
      2. Bids and Binding Offers. All bids or offers placed through Atom’s marketplace are binding once submitted. The seller may set a reserve price or minimum bid if the platform supports it.
      3. Completion of Sale. Once a sale is completed and payment is received in full, Atom (or its escrow agent) will facilitate the domain name transfer to the buyer. Transfers will occur in accordance with ICANN’s Transfer Policy and any applicable Registry requirements.
      4. Fees and Payment. Atom may charge listing, success, and transaction fees as published on its Website. Atom may withhold fees or commissions from sale proceeds prior to remitting payment to the seller.
      5. NonPayment or breach. If a buyer fails to remit payment or a seller fails to authorize transfer, Atom may cancel the transaction, re-list the domain name, or suspend the party’s marketplace privileges. Atom’s liability is limited to refunding amounts actually received for the canceled transaction.
      6. No Agency Relationship. Atom provides a platform for users to buy and sell domain names but is not a party to any purchase or sale agreement between users. Atom disclaims any responsibility for representations made by buyers or sellers.
      7. Transfer Lock. Consistent with ICANN policy, domain names transferred through an auction or sale may not be transferred to another registrar for a period of sixty (60) days following the date of transfer or change of registrant.
   4. General Auction Terms
      1. Eligibility. Atom may verify the identity and eligibility of participants and may suspend or terminate accounts for suspected fraud, abuse, or violation of these terms.
      2. Bid Withdrawal. Once submitted, bids cannot be canceled or withdrawn unless Atom expressly allows it due to a verified system error.
      3. Payment Obligations. All winning bids are due immediately upon auction close or within the time specified in the Auction Rules. Failure to pay may result in forfeiture and account suspension.
      4. Technical Issues. Atom is not responsible for system errors, connectivity issues, or other technical problems affecting auction participation or results.
      5. Taxes and Compliance. Buyers and sellers are responsible for any applicable taxes arising from their auction transactions.
      6. Changes and Updates. Atom may modify its Auction Rules or procedures at any time by posting an updated version on its Website. Continued participation constitutes acceptance of the modified rules.
8. Payments and Credits
   1. General. Payments made in connection with Contests, Domain purchases, or other Marketplace activities are processed and held in accordance with Section 5 of the ATOS (Payments and Refunds). Atom acts solely as a payment facilitator between Members and does not hold funds in escrow or as a fiduciary.
   2. Contest Prizes and Bonuses. Buyer payments for Contests are collected in advance and allocated as Contest Prizes to the winning Creative(s), less any applicable Atom fees. If a Buyer chooses to issue a Bonus to a Creative for additional use of an Entry, that payment will also be processed through Atom’s payment system and is subject to the same verification requirements as Contest Prizes.
   3. Refund Eligibility. Refunds are permitted only as described in Atom’s Refund Policy, Section 5.5 of this MCSA (Refund Policy for Domains), or as otherwise expressly stated in the ATOS. Once a Domain transfer has begun or a Contest Prize has been awarded, no refund will be available except as required by law or at Atom’s sole discretion.
      For installment-based Domain purchases, installments already paid are non-refundable; however, Buyers may cancel future unpaid installments in accordance with Section 5.5.
      Atom may issue a refund in its sole discretion if (a) a payment qualifies under the Refund Policy; (b) a duplicate or fraudulent transaction occurred; (c) a contest or transaction violates applicable law or this MCSA; or (d) other special circumstances, as determined by Atom, warrant a refund. Atom’s determination regarding refund eligibility is final.
   4. Credits. Certain Marketplace activities may generate Atom Credits, Dollar Credits, or other promotional balances as described in the ATOS. Credits may only be used for eligible purchases through Atom and have no cash value unless explicitly stated. Atom may adjust or revoke any Credit balance that results from fraud, error, or misuse of the Marketplace.
      Atom may issue or accept payment in the form of Dollar Credits or Atom Points. Dollar Credits are equivalent to U.S. Dollars and may, subject to verification requirements and applicable fees, be withdrawn to a verified PayPal or Payoneer account. Atom Points are non-monetary and redeemable only for eligible Marketplace features. Atom may offset, expire, or withhold Credits to satisfy any obligations owed by a Member to Atom, or if Atom determines that the Credits result from error, fraud, or violation of this MCSA.
   5. Installment Payments. Atom may, in its discretion, offer installment plans for certain Domain purchases or other Marketplace transactions. Buyers participating in an installment plan authorize Atom to process scheduled payments automatically according to the terms of the plan. Failure to complete all required installments may result in cancellation of the purchase and re-listing of the Domain or other asset, consistent with Section 5.5.
   6. Payment Verification. Atom may require additional identity, ownership, or payment verification before releasing funds, including completion of tax forms (e.g., W-9 or W-8BEN) or submission of photo identification. Atom may withhold or delay payouts if verification is incomplete or if Atom determines that a transaction may be fraudulent, unauthorized, or in violation of this MCSA or the ATOS.
   7. Taxes. Each Member is solely responsible for reporting and paying all applicable taxes arising from Marketplace transactions, including sales, use, value-added, or income taxes. Atom may issue IRS Form 1099, Form 1042-S, or other required tax documentation in its discretion or as required by law.
   8. Currency. Unless otherwise stated, all Marketplace prices and payments are denominated in United States dollars (USD). Currency conversions, if any, will be performed at exchange rates determined by Atom or its payment processor. Members bear all risks associated with currency exchange fluctuations.
   9. Disputed Charges and Chargebacks. If a payment is subject to a chargeback or reversal by a payment provider, Atom may offset or recover the disputed amount from the Member’s account balance or future payouts, and may suspend access to the Marketplace until the issue is resolved. Atom’s determination regarding chargeback responsibility is final.
9. Intellectual Property
   1. Ownership of Entries. Except as otherwise provided in the ATOS, each Creative retains ownership of their Entry until a Buyer selects that Entry as a winner and the corresponding payment has been verified. Upon completion of those conditions, ownership and all associated Intellectual Property Rights automatically transfer to the Buyer as described in Section 8.2.
   2. Automatic Transfer to Buyer. When a Buyer selects a winning Entry and Atom confirms payment, all Intellectual Property Rights in the winning Entry automatically transfer from the Creative to the Buyer under the terms of the Intellectual Property Transfer Agreement referenced in the ATOS. Creatives agree to execute any additional documentation reasonably necessary to confirm or record such transfer.
   3. Use of Non-Winning Entries. Buyers may not use, reproduce, or display any non-winning Entry, in whole or in part, without (a) the Creative’s written consent and (b) payment of any required Bonus or other compensation as outlined in the ATOS and Contest Guidelines.
   4. Trademarks and Third-Party Rights. Each Member is solely responsible for ensuring that their Entries, Domain listings, and other Marketplace content do not infringe third-party rights. Atom does not guarantee the availability, registrability, or legal clearance of any name, design, or Domain. Buyers and Sellers are encouraged to conduct their own trademark or legal due-diligence searches before use.
   5. Infringement Claims. Atom may remove or disable access to any Entry, Domain, or other material alleged to infringe third-party rights upon receipt of a valid claim or notice under Atom’s IP Complaint Procedure. Atom may suspend affected accounts pending resolution of the claim and will, where required by law, provide the Member an opportunity to submit a counter-notice.
   6. Public Display. By submitting an Entry or listing a Domain, each Member grants Atom a limited, non-exclusive, royalty-free license to display, reproduce, and promote that Entry or Domain in connection with operating, marketing, or showcasing the Marketplace. This license ends when the Entry or listing is withdrawn or deleted, except for historical or archival uses.
10. Termination and Survival
    1. Termination by Atom. Atom may suspend or terminate a Member’s access to the Marketplace at any time, with or without notice, in accordance with Section 10 of the ATOS. Reasons may include breach of this MCSA or the ATOS, fraudulent or abusive activity, violation of law, or conduct that Atom determines could harm other Members or the integrity of the Marketplace.
    2. Termination by Member. A Member may terminate participation in the Marketplace at any time by closing their User Account or providing written notice to Atom through the procedures described in the ATOS. Termination will not affect any ongoing transactions, Contests, or payment obligations existing prior to the effective termination date.
    3. Effect of Termination. Upon termination, (a) all active Contests or listings associated with the Member may be canceled or removed; (b) any undistributed Contest Prizes or pending Domain transfers may be withheld, canceled, or refunded in Atom’s discretion; and (c) Atom may retain or offset funds in the Member’s account to cover pending chargebacks, disputes, or other obligations.
    4. Survival. The following provisions survive termination of this MCSA, together with any other provisions that by their nature are intended to survive: Section 2.5 and 2.6, Sections 3.3-3.6; Sections 4.2-4.5, Section 5, Section 6, Section 7, Section 8, and any provisions that by their nature are intended to survive termination. These provisions continue to apply in conjunction with the surviving sections of the ATOS.
    5. Preservation of Rights. Termination of Marketplace access does not affect any completed transfers of Intellectual Property Rights or Domain registrations that occurred before termination
11. Miscellaneous
    1. Relationship to ATOS. This MCSA supplements and forms part of the Atom Terms of Service (“ATOS”). All provisions of the ATOS—including but not limited to those concerning dispute resolution, limitation of liability, indemnification, governing law, and arbitration—apply fully to Marketplace participation.
    2. Brand References. Unless you notify Atom in writing, you grant Atom a limited, revocable, royalty-free license to use your name, logo, and marks to identify you as a customer in client lists, case studies, and marketing materials.
    3. Amendments. Atom may modify this MCSA at any time in the same manner described for amendments to the ATOS. Continued participation in the Marketplace after notice of any amendment constitutes acceptance of the revised terms.
    4. Conflicts. In the event of a conflict between this MCSA and the ATOS, this MCSA controls only with respect to Marketplace activities. All other Services remain governed solely by the ATOS.
    5. No Waiver. Failure by Atom to enforce any provision of this MCSA or the ATOS does not constitute a waiver of that provision or any other rights under this MCSA.
    6. Severability. If any provision of this MCSA is determined to be invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.
    7. Notices. Notices under this MCSA must be provided in accordance with Section 12.4 of the ATOS.
    8. Effective Date. This MCSA becomes effective as of the date you first participate in any Marketplace activity, and remains in effect for as long as you continue to use the Marketplace, subject to termination under Section 9.