SPLASH CUSTOM WEBSITE DEVELOPMENT SERVICES

SPLASH CUSTOM WEBSITE DEVELOPMENT SERVICES – ADDITIONAL TERMS AND CONDITIONS

For Splash100.com Website Development Services (the “Splash Custom Services”), along with the Services Agreement located at www.Splash100.com/legal, the following additional terms and conditions also apply (collectively, the “Agreement”):

  1. Payment. As consideration for Splash100.com providing the Splash Custom Services, Customer agrees to pay Splash100.com the design fees set forth in the related order summary (the “Order Confirmation”) upon ordering the Splash Services. The initial set-up fee is non-refundable, unless the Customer requests to cancel the Splash Custom Services within Twenty four (24) hours of placing the related order.
  1. Provision of Services. Splash100.com will provide Customer with the Splash Custom Services ordered that are described in the Order Confirmation. Customer understands and agrees that Splash100.com will publish the Splash Custom Website solely in accordance with the information provided by Customer in the written form and telephone interview. After Customer provides all required information and files, Splash100.com will begin building the Splash Custom Website. Unless otherwise indicated in the Order Confirmation, Splash100.com will deliver a complete Web site within three business (3) days. This is dependent on the Customer providing all necessary content at time of the sale. Customer will provide feedback on delivered website within two (2) business days with written notification of corrections. The Splash Cutom Website will be made available for Customer to view hosting for purposes of editing for corrections to content only. Editing beyond correction of content will be considered as additional services or part of the monthly update service (if Customer selects this service) and will be billed as such. Splash100.com will bill any final balance upon the earlier of (i) four (4) business days from the date the Splash Custom Website is made available for Customer review or (ii) fourteen (14) days from purchase date, regardless of the status of the Splash Custom Website progress. Splash100.com will attempt to contact the Customer to notify Customer that the Splash Custom Website is completed and ready to publish. In the event the Customer does not respond within four (4) business days, the Splash Website shall become “passively accepted” by the Customer and Splash100.com will publish the Splash Custom Website and bill any remaining amounts owed.
  1. Rights to the Splash Custom Website and Content. With the exception of any Third-Party Materials and Background Technology as set forth in Section 4 below, Customer is to be considered the owner of the Splash Custom Website and Customer Content. “Customer Content” means all content or information (including, without limitation, any text, music, sound, photographs, video, graphics, data, or software), in any medium, provided by Customer to Splash100.com. “Third-Party Materials” means any content, software, or other computer programming material that is owned by an entity other than Splash100.com, and licensed by Splash100.com or generally available to the public, including Customer, under published licensing terms, and that Splash100.com will use in the development of or to display or run a Splash Website. The graphics utilized from Splash100.com’s graphics library are licensed from third-party suppliers. Splash100.com will provide Customer a limited, personal, nonexclusive, nontransferable license to use the graphics during the term of this Agreement. Upon written request, Splash100.com will deliver the Customer’s source files and database script, if applicable, at the pre-determined price indicated on the Order Confirmation. Customer will be required to remit full payment of the fees prior to Splash100.com providing the information via compact disc or other method agreed up between Splash100.com and Customer.
  1. Limited License to the Background Technology. “Background Technology” means computer programming & formatting code or operating instructions developed by or for Splash100.com and used to create any portion of the Splash Website or used to operate the Splash Website or a Web server in connection with the Splash Website. Background Technology includes, but is not limited to, any files necessary to make forms, buttons, checkboxes, and similar functions and underlying technology or components, such as style sheets, animation templates, interface programs that link multimedia and other programs, customized graphics manipulation engines, and menu utilities, whether in database form or dynamically driven. Background Technology does not include any Customer Content or any derivatives, improvements, or modifications of the Customer Content. Subject to the terms and conditions of this Agreement, Splash100.com hereby grants Customer a perpetual, nonexclusive license to transmit, display, and otherwise use only such Background Technology that is incorporated into the Splash Custom Website, in whole or in part, solely as necessary for Customer to operate, maintain, and make the Splash Website available in the normal course of Customer’s business. All rights to the Background Technology not expressly granted to Customer hereunder are retained by Splash100.com. Without the prior written consent of Splash100.com, Customer may not either directly or through a third party, (i) copy, modify, adapt, alter, translate, or create derivative works from the Background Technology; (ii) distribute, sublicense, lease, rent, loan, or otherwise transfer the Background Technology to any third party; or (iii) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code for the Background Technology. In the event of expiration or termination of this Agreement for any reason, the any Background Technology licenses granted under this Agreement shall automatically and immediately cease and you shall destroy all copies the Background Technology or related documentation in your possession.
  1. Splash100.com Warranties. Splash100.com warrants (i) that the Splash Website will conform to specifications or acceptance criteria agreed to by the Parties when delivered to Customer and for a period of one (1) year thereafter (the “Warranty Period”) and (ii) that Splash100.com will perform the Splash Services in material conformity to the specifications contemplated hereunder in a professional and workmanlike manner. Splash100.com’s warranties hereunder will not extend or apply to any Splash Custom Website modified by any party other than Splash100.com. In the event that Customer discovers an Error in the Web site during the Warranty Period, Splash100.com’s sole responsibility will be to use reasonably commercial efforts to correct such Errors.

For the purposes of this Agreement, “Error” means any reproducible error, problem, or defect resulting from (i) an incorrect functioning of the Background Technology that materially affects the functionality of the Web site or (ii) any failure of the Splash Website delivered to Customer to materially meet the specifications or acceptance criteria. All warranty claims not made in writing within the Warranty Period shall be deemed waived. Splash100.com’s warranty obligations are personal to Customer under these additional terms and conditions and may not be extended to any third party.

  1. Support. Splash100.com agrees to provide reasonable technical support to Customer during Splash100.com’s normal technical support hours. Splash100.com additionally agrees to provide customer service support in the form of e-mail and telephone during Splash100.com’s normal customer support hours.

e-COMMERCE SERVICES

For the Splash100.come-Commerce Website Services, along with the Services Agreement located at www.Splash100.com/legal, the following additional terms and conditions also apply (collectively, the “Agreement”):

In conjunction with Splash100.com’s e-Commerce Website Services, Splash100.com will provide a software program (“Software”) that enables you to build an on-line store (the “Store”) through which you can sell your products and services on-line. Splash100.com or their affiliates also provides other related services, including hosting of the Store, site design, email services, marketing services, domain name registration, and other such services, that along with the Software, may be offered to you (collectively, the “e-Commerce Services”).

The Agreement is effective upon your use of the Software, whereby subject to all of the terms and conditions of this Agreement, Splash100.comwill provide you with a limited license to use the Software. Subject to the terms and conditions of the Agreement, Splash100.comshall grant to you a non-exclusive, non-transferable, revocable, limited license to remotely access and use the Software on servers operated by or for Splash100.com(“Splash100.com Servers”) through a Splash100.com website (the “Splash100.com Site”) solely for the purpose of building, maintaining, and hosting the Store on which you offer products or services. The Store shall be hosted on a Splash100.com Server on which several merchants may share the resources and network capacity of that Splash100.com Server. You authorize Splash100.comto process any and all of your account transactions initiated through the use of the password and/or passphrase that you establish through registration on the Splash100.com Site and activation of your e-Commerce Services account and you are solely responsible for maintaining the confidentiality of such password and/or passphrase.

Whenever or wherever open source software is used, use will be subject to all terms and conditions of open source licensing including General Public License (GNU). Open source licenses may be viewed at http://www.opensource.org/licenses.

Upon activation of your e-Commerce Services account and subject to the payment of applicable fees, Splash100.com will also provide certain hosting, support and other e-Commerce Services to you during the term of this Agreement. Subject to payment of applicable fees, Splash100.com will provide design and customization Services for your Store as provided herein and in accordance with this Agreement and Splash100.com’s then current customization terms and policies. You shall provide all Content for the Store, such as text, music, sound, photographs, video, graphics, logo data, software, design, and related information in a format and within a time period designated by Splash100.com.

Splash100.com reserves the right to change, amend and/or otherwise alter the Services provided with equivalent or otherwise equal Services without prior notice to you. You agree to receive administrative communications from Splash100.com in regards to the Software, Services, your account, policy changes and system updates.

For the e-Commerce Services and Software license, Splash100.com will invoice you and you agree to pay (i) all non-refundable recurring subscription and other annual or one-time fees, in advance, for the license of Software and e-Commerce Services to be rendered to you by or on behalf of Splash100.com during the upcoming billing period, and (ii) all transaction fees and all other fees designated to be paid in arrears based on the value of goods and services sold through your Store during the previous billing period in the following month, and further in accordance with the invoicing and payment requirements. Splash100.com will debit all fees payable by you to Splash100.com directly from the credit card or PayPal account designated by you when you register for your e-Commerce Services account in order to receive a license to the Software.

Additionally, the license for Software and e-Commerce Services may require you to use PayPal as the Payment Solution for your Store. Using PayPal as a “Payment Solution” means that you use PayPal exclusively to process on-line payments from your Store customers. Other licenses will have the option of using PayPal as a Payment Solution or a “Payment Mark” or you may choose not to use PayPal. Using PayPal as a Payment Mark means that you are providing PayPal as a payment option to customers of your Store in conjunction with a third party on-line payment processing solution. In order to use PayPal with your Store, you are required to sign up for a Business or Premier PayPal account and comply with the PayPal User Agreement, PayPal Privacy Policy and other related terms, conditions, rules and policies.

on-line MARKETING SERVICES – ADDITIONAL TERMS AND CONDITIONS

For any Splash100.com on-line marketing services (the “on-line Marketing Services”), along with the Service Agreements and additional terms and conditions located at www.Splash100.com/legal, the following additional terms and conditions also apply (collectively, the “Agreement”):

Splash100.com will provide Customer with certain on-line Marketing Services (the “Services”) including, but not limited to, one or more of the following depending on which Services are selected by Customer in the related order process (the “Order Process”): Search Engine Submissions,Display Advertisements, Pay Per Click Advertising, Visibility on-line, E-mail Marketing, Social Network and/or SEO Professor services. These Services are more fully described on the Web page www.Splash100.com/Marketing.

In addition to the other obligations of Customer contained in the Agreement, Customer expressly acknowledges and agrees that Customer will not utilize the Services in any manner that would violate the Splash100.com Acceptable Use Policy.

For Services involving on-line advertisements, positioning of Services or related advertisements is at the sole discretion of Splash100.comand/or Splash100.com’s service partners (the “Service Partners”). Moreover, the on-line advertisements are subject to the approval of Splash100.comand its Service Partners. Splash100.comand it’s Service Partners reserve the right to reject, cancel, modify or remove, without notice to Customer, any advertisement, or related keyword, webpage, link, space reservation, position commitment or any element thereof, at any time, for any reason whatsoever in its sole discretion (including belief by Splash100.comor its Service Partners that such advertisement, keyword, etc., may subject Splash100.comor its Service Partners to any criminal or civil liability). Customer hereby grants to Splash100.com and its Service Partners a non-exclusive, worldwide, fully paid license to use, reproduce and display any advertisement (and the contents, trademarks and brand features contained therein) in accordance herewith. As between Customer and Splash100.com, all materials, information, and other content provided by Customer to Splash100.com for fulfillment of Services shall remain the sole and exclusive property of Customer. However, all rights pertaining to any advertisement created by Splash100.com, whether now or hereafter existing, are reserved by Splash100.com.

  1. For Services involving on-line advertisements, in the event that Splash100.comor the Service Partners fail to publish an advertisement in accordance any specified schedule
  2. Fail to deliver any guaranteed advertising within the specified time frame
  3. Fail to deliver a specified number of total page views by the end of a specified period
  4. Of any other failure, technical or otherwise, of any advertisement to appear as expressly provided by Splash100.com, the sole liability of Splash100.com and the Service Partners to Customer shall be limited to, at the sole discretion of Splash100.com and/or the Service Partners,
      1. a pro rata refund of the advertising fee representing undelivered page views
      2. rollover of the guaranteed advertising into a subsequent time frame
      3. placement of the advertisement at a later time in a comparable position
      4. extension of the term of the Agreement until total page views are delivered.

For Services involving on-line advertisements, such advertisements or other promotional materials or content are accepted by Splash100.com and its Service Partners upon the representation that Customer has the right to publish the contents of the advertisement or promotional materials or content without infringing the rights of any third party and without violating any law. As such, Customer agrees, at its own expense, to indemnify, defend and hold harmless Splash100.com and its Service Partners, and its employees, representatives, agents and affiliates, against any and all expenses and losses of any kind (including reasonable attorneys’ fees and costs) incurred by Splash100.com and its Service Partners in connection with any claims, administrative proceedings or criminal investigations of any kind arising out of publication of the advertisement and/or any material, product or service of Customer to which users can link through the advertisement or promotional materials/content (including without limitation, any claim of trademark or copyright infringement, defamation, breach of confidentiality, privacy violation, false or deceptive advertising or sales practices).

If the Services involve any e-mail marketing, Customer acknowledges and agrees that Customer will only use the Services to send emails to customers and prospects that have directly consented to receive email from them (the “opt-in method”). Customer is prohibited from transmitting unsolicited commercial email (“Spam”) via the Services. Customer agrees not to use the Services to send Spam or any other type of unsolicited email or that would otherwise violate the Splash100.com Acceptable Use Policy. For any list of email addresses provided by the Customer, Customer agrees to provide Splash100.com with the source of the email addresses, the method used to capture the data, and verification of the consent to receive emails from any such customer or prospect. Customer further certifies that Customer will not use rented or purchased lists, email append lists, or any other list that contains email addresses captured in any other method than the opt-in method. Customer will be solely and completely responsible for any of these aforementioned acts committed by Customer in relation to Customer’s use of the Services.

All phone numbers associated with the Splash100.comare acquired by Splash100.com or its Service Partners on behalf of Customer and as such, are registered to and are controlled exclusively by Splash100.com. Customer acknowledges that they have no claim of ownership or claim of use as it relates to each phone number.

Splash100.com and the Service Partners make no guarantees with respect to usage statistics or levels of impressions for any Services provided. Customer acknowledges that delivery statistics provided by Splash100.com’s Service Partners will be the official, definitive measurements of such Service Partners’ performance on any expressly stated delivery obligations.