Terms of Service
The design and development process will include its own custom proposal which will include terms of service and payment structure for you to consider before you agree to engage with Splash Web Design.
Once your website is launched it will be hosted on the best platform to suite your needs. The following terms of service apply to the ongoing relationship between you and Splash Web Design:
By using or being granted access to the Splash Web Design platform(s) and related services and materials ( the "Service"), the End-User (herein “You”, “you”, “End-User” “End User” “End Users” or “your”) are agreeing to be bound by the following terms and conditions ("Terms of Service" or “Agreement”).
Splash Web Design (the “Licensor”) reserve(s) the right to update and change these Terms of Service except as otherwise specified herein.
Violation of any of the terms below may result in the termination of your account.
Account / Licensing Terms
1. WHEREAS the Splash Web Design services include a multimedia internet based platform capable of building, updating and maintaining web pages or web sites; WHEREAS, Licensor desires to license the Software Package to End-User and to permit End-User to access the Software Package;; WHEREAS Software Package shall mean the Splash Web Design platform, that enables End-Users to manage websites and related services to businesses; and WHEREAS, Licensor and End-User mutually desire to set forth the terms applicable to such work
2. As an End-User, you are allowed to access to the Software Package so that End-Users may upgrade, revise or otherwise adjust and amend websites created for such End-Users;
(the “Permissible Uses”)
Licensor may, in its sole discretion, establish usage limits to functions, applications or programs included in the Software Package, which limits End-User agrees to adhere to. In the event you exceed such limits specified by Licensor, you understand and acknowledge that your use of such functions, applications or programs may be restricted so as to assure your compliance with such usage limits. You will receive no credit or refund in the event of any such restrictions imposed.
3. It is expressly understood and agreed that Licensor hereby retains all rights not expressly granted hereunder.
4. You understand Licensor of the Software Package retains all rights therein and in any software and content derived therefrom as well as in the Licensor’s marks and any and all Intellectual Property rights relating thereto. Intellectual Property shall mean all inventions, discoveries, trademarks, patents, trade names, copyrights, moral rights, know-how, software, source code, object code, shop rights, licenses, developments, research data, designs, technology, trade secrets, test procedures, processes, computer programs, computer discs, computer tapes, literature, reports and other confidential information, intellectual and similarly intangible property rights, whether or not patentable or copyrightable. Licensor retains the absolute right, for any reason or no reason, to limit or rescind the license granted herein to the End-User or to limit, restrict, or otherwise prohibit the End-User from providing access to, or use of, the Software Package to the End-User for any reason. The license granted to End-User is non-exclusive and revocable. End-Users may not sublicense such rights for any reason. Licensor may terminate the license granted to End-User upon 30-days’ notice to the End-User that the license will be terminated, except that, if any of the following as set forth in subsections a through e of this section should occur or, in Licensor’s sole and absolute determination, Licensor has reason to believe has occurred or may occur in the future , Licensor shall be permitted to immediately terminate the license:
a. An End-User is engaged in or plans to engage in the posting on a Splash Web Design developed and/or maintained website any material or content that is illicit, sexually explicit, illegal, discriminatory or in otherwise poor taste.
b. End-User is engaged in or plans to engage in the posting on a Splash Web Design developed and/or maintained website any material or content that is illicit, sexually explicit, illegal, discriminatory or in otherwise poor taste.
c. End-User attempts or actually does modify, convert, infect with a computer virus, alter, change, steal or otherwise misappropriate any of the Software Package.
d. Any other material breach of these Terms of Service by End-User.
e. Licensor demands that End-User refrain, from a particular marketing and/or advertising activity and End-User fails to remedy the situation to the satisfaction of Licensor within 10 days.
5. Services and Fees: The Licensor shall provide web design, web development, and or web maintenance service in accordance with the contract rendered with the User. This contract may include initial design, graphic design, web launch, continued maintenance, SEO optimization, Impression Management, or other digital marketing.
The End-User shall agree to pay any one-time design fees or subscription retainer fees (“Fees”) at rates in effect when the charges are incurred. The User understands that fees may be automatically recurring either monthly or annually, depending on the subscription plan selected at the time of purchase. (See Cancellation Policy below for more). The End-User shall pay to Licensor, on a monthly, or annual basis, a set amount as agreed upon during account creation and as may be subject to change by Licensor with 90 days-notice.
The End-User must provide the Licensor with complete and accurate payment information. The End-User can pay using a credit or debit card or by setting up a standing order. By submitting credit or debit card details to the Licensor the End-User warrants that they are entitled to purchase the Paid-for Service using those payment details. In the event of an unauthorized payment the Licensor reserves the right to suspend or terminate the End-User’s access to the Site and Paid-for Content. If no payment authorization is received or payment authorization is subsequently cancelled, the Licensor may immediately terminate or suspend access to any Paid-for Service and/or the Site. The Licensor will try to process the End-User’s request for any Paid-for Service promptly but does not guarantee that the Paid-for Content will be available to the End-User by any specified time. A contract with the End-User for a Paid-for Service will come into effect when the contract is accepted by the End-User. Recurring payments are issued through the trusted platform, Stripe. The End-User, upon submission of payment, agrees for the payment and subsequent payments to be securely processed by this company.
6. If End-User fails to make timely payment of the fees addressed in section 5 above, End-User shall have 30-days from the date of default in its payment obligation to pay the amount owed to Licensor in full. If End-User fails to make such payment due within 30-days, Licensor shall be permitted to contact the End-User(s) and inform said End-Users that the agreement between End-User and Licensor has been terminated and that their individual website(s) will be terminated within 30-days thereof.
7. Cancellation Policy and Return Policy: The End-User, having paid the Fee for a retainer subscription for the services of Paid-for Service for a defined period, will have no right of cancellation for the supply of the Paid-for Service other than the right to cancel the renewal of the subscription for Paid-for Service. The End-User’s subscription will last until the length of the pre-paid term.
Either party is free to terminate the Service upon 30-days’ notice to the other party. At the end of the first term of one year (and each successive year), or the first term of one month (and each successive month), the Service will automatically renew for an additional year or additional month and shall continue until either party terminates the Service upon 30-days’ notice.
Because services rendered are digital, no refunds are possible payment has been made. However, there is no requirement for payment for the rendering of certain digital services, such as the “Free Design” or “Free First Look” included with some website design packages.
8. Licensor hereby reserves the right to modify, change, or alter the Software Package at any time. Licensor also hereby reserves the right to discontinue, terminate or otherwise end distribution of the Software Package, support services, or updates at any time, upon 30 day's written notice to the End-User.
9. As an End-User you agree to maintain a visible link to https://www.splashwebdesign.com/ in the footer of website or bottom of each page of the website, with anchor text of “Created by Splash Web Design” or “Site by Splash Web Design” or agreed upon variant between Licensor and End-User.
10. As an End-User you are specifically prohibited and agree that you shall not otherwise (see section 9) use any trademark, trade name, trade dress, copyright, company name, corporate name, "doing business as" name, logo, brand, branding or any other media, writing, document, graphic or otherwise that is owned by, or relates in any way to the Licensor or the Licensor’s business (collectively "Licensor’s Identity.") unless granted by written permission by Licensor to do so.
11. As End-User you agree to not undertake, or cause any third-party to undertake on its behalf, any steps toward reverse engineering the Software Package. End-User will not take any steps to expose or otherwise obtain or copy the underlying source code of the Software Package.
12. The End-User agrees not to use the Confidential Information of the Licensor for any purpose except to the extent necessary to fulfill its obligations under this Agreement. The End-User agrees not to copy, alter, modify, disassemble, reverse engineer or decompile any of the materials comprising Confidential Information, unless permitted in writing by the Licensor, which may be withheld in Licensor’s sole and absolute discretion. The End-User agrees not to disclose the Confidential Information to any third parties or to any of its employees, contractors or agents, except in furtherance of these Terms of Service and where such parties are obligated to adhere to the terms of confidentiality. Notwithstanding the foregoing, the End-User may disclose the Licensor's Confidential Information to the extent required by a valid order of a court or other governmental body or by applicable law ; provided, however, that the End-User will notify the Licensor of the obligation to make such disclosure in advance so that the Licensor will have a reasonable opportunity to object to such disclosure. The End-User agrees that it shall treat the Confidential Information with the utmost care and will take all reasonable and prudent steps to guard the Confidential Information from disclosure to any third-party. The End-User agrees to advise the Licensor in writing of any misappropriation or misuse by any person of the Licensor's Confidential Information of which the End-User may become aware. Any Confidential Information furnished to the End-User shall be returned or deleted, promptly at the end of the providing of Services.
13. The Licensor and End-User are separate and distinct entities and neither party has any control over the actions of the other. There is no relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party shall have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent.
14. From time to time, this Agreement may be modified or amended by Licensor and shall be done so only by a change in these Terms of Service. Any aspect of these Terms of Service may be modified in this manner, including modification of pricing schedules, features offered in the Software Package, Services offered by the Licensor, legal provisions of these Terms of Service and any other aspect of this agreement that may require modification from time to time. You will be notified of any such update to these Terms of Service via notice that will appear on the Licensor’s website for a period of no less than thirty (30) days. Your continued use of Software Package and/or Services after such thirty (30) day period has elapsed will constitute your acceptance of such changes and you will be bound to such modifications in addition to the other provisions of these Terms of Service. Moreover, it is expressly understood and agreed by End-User that it is End-User’s responsibility to verify that End-Users including, but not limited to, those with Owner and/or Staff rights, are informed by End-User of any changes to these Terms of Service that may impact any such user’s use of the Software Package and/or Services. End-User will remain liable for any breach of these Terms of Service by such users.
15. You agree that as an End-User, you may not assign to any third-party any of your rights or obligations set forth under these Terms of Service.
16. You understand that the failure of any party hereto to enforce any provision of these Terms of Service, or any right with respect hereto, or failure to exercise any election provided for herein, shall in no way be considered a waiver of such provision, right, or election, or in any way affect the validity of these Terms of Service. The failure of any party hereto to enforce any provision, right or election shall not prejudice such party from later enforcing or exercising that provision, right, or election which it has under these Terms of Service.
17. You understand that these Terms of Service will be governed by the laws of the State of Tennessee or the state of New York without regard to its conflicts of law provisions, provided that matters affecting copyrights, patents and/or trademarks will be governed by U.S. federal law or state law if required. The parties agree to the Superior Court of Washington County, TN or the Supreme Court of Nassau County, at the full discretion of the Licensor, as the proper, and exclusive venues for any disputes arising between the parties.
18. You understand that if the performance of these Terms of Service, or any obligation hereunder, except the making of payments hereunder, is prevented, restricted or interfered with by any act or condition whatsoever beyond the reasonable control of the affected party including, but not limited to, Acts of God, war, terrorism, pandemic, flood and/or wind, the party so affected, upon giving prompt notice to the other party, shall be excused from such performance to the extent of such prevention, restriction or interference.
19. You understand that the Licensor has absolute discretion to remove, restrict, dismantle or block any software access or material that it in its sole discretion it deems to be malicious, greatly exceeding normal usage patterns in bandwidth, data access, or storage space, inappropriate, indecent, in poor taste, pornographic and/or may violate any law (including, but not limited to, copyright, trademark, patent or trade secret). End-User represents and warrants that it will take reasonable and diligent steps to ensure that any content placed on an End-User’s site is not inappropriate, indecent, in poor taste, pornographic and/or does not violate any law (including, but not limited to, copyright, trademark, patent or trade secret).
20. You understand that these Terms of Service shall be binding on and shall inure to the benefit of the parties hereto, and their heirs, administrators, successors, and assigns.
21. As the End-User, you agree to notify Licensor promptly in the event End-User becomes aware of any infringements (within 72-hours) of the Software Package by an End-User. Licensor shall have the right, in its sole discretion, to prosecute lawsuits against third persons for infringement (including End-Users) of Licensor's rights in the Software Package.
22. A. The Licensor, is not obligated, for any reason, to provide service to any entity, person, or business, and may choose to refuse service without a stated cause.
B. The Licensor, in its sole discretion, may terminate or "ban" an End-User from using the Software Package.
23. Licensor reserves the right to cease all marketing, advertising, promotion, distribution and/or use of the Software Package including, without limitation, use of any materials provided by Licensor including, but not limited to, the Licensor’s templated marketing materials, and may require all End-Users to do the same with a 30 day written notice.
24. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE PACKAGE OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR EXPRESSLY DISCLAIMS ALL LIABILITY, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ARISING OUT OF ANY CYBER OR DATA BREACH IMPACTING THE SOFTWARE PACKAGE OR ANY SYSTEM UTILIZED BY THE END-USER(S) IN CONNECTION WITH THE SOFTWARE PACKAGE. IN ANY CASE, LICENSOR'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY END-USER TO LICENSOR FOR THE SOFTWARE PACKAGE DURING THE PRIOR 3 MONTH PERIOD.
25. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE PACKAGE IS PROVIDED "AS IS," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND LICENSOR AND LICENSOR'S AFFILIATES HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE PACKAGE, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. LICENSOR DOES NOT WARRANT AGAINST INTERFERENCE WITH END-USER'S ENJOYMENT OF THE SOFTWARE PACKAGE, THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE PACKAGE WILL MEET THE END-USER'S REQUIREMENTS OR EXPECTATIONS, THAT THE OPERATION OF THE SOFTWARE PACKAGE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE PACKAGE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR A LICENSOR-AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE SOFTWARE PACKAGE PROVE DEFECTIVE, LICENSOR IS NOT RESPONSIBLE FOR ANY REVENUE LOST BY THE END-USER(S) FOR DEFECTS IN THE SOFTWARE PACKAGE OR FOR THE FAILURE OF THE SOFTWARE PACKAGE (AND ANY End-User WEBSITE) TO BE AVAILABLE FOR VIEWING ONLINE.
26. As the End-User you agree to defend, indemnify, and hold Licensor, and its officers, directors, agents, and employees, harmless against all costs, expenses and losses (including reasonable attorney's fees and costs) incurred through claims of third parties.
27. End-User represents and warrants that:
a. End-User has the full corporate or other business organizational right, power and authority to enter into this Agreement and to perform the acts required hereunder.
b. End-User acceptance of these Terms of Service, and the performance by End-User of its obligations and duties hereunder, do not and will not violate any agreement to which Licensor is a party or by which it is otherwise bound.
c. End-Users materials will neither infringe on any trademark, copyright, U.S. patent or any other third party right nor violate any applicable law or regulation.
d. End-User acknowledges that the Licensor makes no representations, warranties or agreements related to the subject matter hereof which are not expressly provided for under these Terms of Service.
e. End-User has reviewed and accepts the Splash Web Design Privacy Policy and Cancellation and Return Policy (section 7).
28. You agree that in the event of any termination or expiration of these Terms of Service, all obligations and responsibilities of End-User prior to the termination shall survive and continue in effect and shall be binding upon the parties and their legal representatives, heirs, successors, and assigned. The termination of any provision of these Terms of Service shall not excuse a prior breach of that provision.
29. You agree that if any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision, and such invalid provision shall be deemed to be severed from these Terms of Service.
29. In the event that your site is hosted on a commercial platform such as SquareSpace https://www.squarespace.com/terms-of-service and Splash Web Design provides ongoing maintenance services, you agree to also be bound by that company’s terms.
30. Email and Other Communication: In using this site, the End-User understands and acknowledges that email is not 100% reliable. Splash Web Design will do all that is reasonably possible to maintain a functional email account. However, there may be times where the End-User may not receive an email communication from Splash Web Design or be able to send an email to Splash Web Design. The End-User agrees that it is The End-User's responsibility, to check any spam filters or folders or other email account settings. Should the End-User need to contact Splash Web Design, it is the End-User's responsibility to use other means of contact, including phone or mail if need be. For more contact information, the User may call 706 - (four five seven) - 6266.
31. You agree that these Terms of Service constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements, whether in writing or oral, between the parties and is intended as the final expression of their Agreement.
32. Questions about these Terms of Service should be sent to info [at] splashwebdesign [dot] com
Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the Terms of Service.
Revised as of April 7, 2023
Once your website is launched it will be hosted on the best platform to suite your needs. The following terms of service apply to the ongoing relationship between you and Splash Web Design:
By using or being granted access to the Splash Web Design platform(s) and related services and materials ( the "Service"), the End-User (herein “You”, “you”, “End-User” “End User” “End Users” or “your”) are agreeing to be bound by the following terms and conditions ("Terms of Service" or “Agreement”).
Splash Web Design (the “Licensor”) reserve(s) the right to update and change these Terms of Service except as otherwise specified herein.
Violation of any of the terms below may result in the termination of your account.
Account / Licensing Terms
1. WHEREAS the Splash Web Design services include a multimedia internet based platform capable of building, updating and maintaining web pages or web sites; WHEREAS, Licensor desires to license the Software Package to End-User and to permit End-User to access the Software Package;; WHEREAS Software Package shall mean the Splash Web Design platform, that enables End-Users to manage websites and related services to businesses; and WHEREAS, Licensor and End-User mutually desire to set forth the terms applicable to such work
2. As an End-User, you are allowed to access to the Software Package so that End-Users may upgrade, revise or otherwise adjust and amend websites created for such End-Users;
(the “Permissible Uses”)
Licensor may, in its sole discretion, establish usage limits to functions, applications or programs included in the Software Package, which limits End-User agrees to adhere to. In the event you exceed such limits specified by Licensor, you understand and acknowledge that your use of such functions, applications or programs may be restricted so as to assure your compliance with such usage limits. You will receive no credit or refund in the event of any such restrictions imposed.
3. It is expressly understood and agreed that Licensor hereby retains all rights not expressly granted hereunder.
4. You understand Licensor of the Software Package retains all rights therein and in any software and content derived therefrom as well as in the Licensor’s marks and any and all Intellectual Property rights relating thereto. Intellectual Property shall mean all inventions, discoveries, trademarks, patents, trade names, copyrights, moral rights, know-how, software, source code, object code, shop rights, licenses, developments, research data, designs, technology, trade secrets, test procedures, processes, computer programs, computer discs, computer tapes, literature, reports and other confidential information, intellectual and similarly intangible property rights, whether or not patentable or copyrightable. Licensor retains the absolute right, for any reason or no reason, to limit or rescind the license granted herein to the End-User or to limit, restrict, or otherwise prohibit the End-User from providing access to, or use of, the Software Package to the End-User for any reason. The license granted to End-User is non-exclusive and revocable. End-Users may not sublicense such rights for any reason. Licensor may terminate the license granted to End-User upon 30-days’ notice to the End-User that the license will be terminated, except that, if any of the following as set forth in subsections a through e of this section should occur or, in Licensor’s sole and absolute determination, Licensor has reason to believe has occurred or may occur in the future , Licensor shall be permitted to immediately terminate the license:
a. An End-User is engaged in or plans to engage in the posting on a Splash Web Design developed and/or maintained website any material or content that is illicit, sexually explicit, illegal, discriminatory or in otherwise poor taste.
b. End-User is engaged in or plans to engage in the posting on a Splash Web Design developed and/or maintained website any material or content that is illicit, sexually explicit, illegal, discriminatory or in otherwise poor taste.
c. End-User attempts or actually does modify, convert, infect with a computer virus, alter, change, steal or otherwise misappropriate any of the Software Package.
d. Any other material breach of these Terms of Service by End-User.
e. Licensor demands that End-User refrain, from a particular marketing and/or advertising activity and End-User fails to remedy the situation to the satisfaction of Licensor within 10 days.
5. Services and Fees: The Licensor shall provide web design, web development, and or web maintenance service in accordance with the contract rendered with the User. This contract may include initial design, graphic design, web launch, continued maintenance, SEO optimization, Impression Management, or other digital marketing.
The End-User shall agree to pay any one-time design fees or subscription retainer fees (“Fees”) at rates in effect when the charges are incurred. The User understands that fees may be automatically recurring either monthly or annually, depending on the subscription plan selected at the time of purchase. (See Cancellation Policy below for more). The End-User shall pay to Licensor, on a monthly, or annual basis, a set amount as agreed upon during account creation and as may be subject to change by Licensor with 90 days-notice.
The End-User must provide the Licensor with complete and accurate payment information. The End-User can pay using a credit or debit card or by setting up a standing order. By submitting credit or debit card details to the Licensor the End-User warrants that they are entitled to purchase the Paid-for Service using those payment details. In the event of an unauthorized payment the Licensor reserves the right to suspend or terminate the End-User’s access to the Site and Paid-for Content. If no payment authorization is received or payment authorization is subsequently cancelled, the Licensor may immediately terminate or suspend access to any Paid-for Service and/or the Site. The Licensor will try to process the End-User’s request for any Paid-for Service promptly but does not guarantee that the Paid-for Content will be available to the End-User by any specified time. A contract with the End-User for a Paid-for Service will come into effect when the contract is accepted by the End-User. Recurring payments are issued through the trusted platform, Stripe. The End-User, upon submission of payment, agrees for the payment and subsequent payments to be securely processed by this company.
6. If End-User fails to make timely payment of the fees addressed in section 5 above, End-User shall have 30-days from the date of default in its payment obligation to pay the amount owed to Licensor in full. If End-User fails to make such payment due within 30-days, Licensor shall be permitted to contact the End-User(s) and inform said End-Users that the agreement between End-User and Licensor has been terminated and that their individual website(s) will be terminated within 30-days thereof.
7. Cancellation Policy and Return Policy: The End-User, having paid the Fee for a retainer subscription for the services of Paid-for Service for a defined period, will have no right of cancellation for the supply of the Paid-for Service other than the right to cancel the renewal of the subscription for Paid-for Service. The End-User’s subscription will last until the length of the pre-paid term.
Either party is free to terminate the Service upon 30-days’ notice to the other party. At the end of the first term of one year (and each successive year), or the first term of one month (and each successive month), the Service will automatically renew for an additional year or additional month and shall continue until either party terminates the Service upon 30-days’ notice.
Because services rendered are digital, no refunds are possible payment has been made. However, there is no requirement for payment for the rendering of certain digital services, such as the “Free Design” or “Free First Look” included with some website design packages.
8. Licensor hereby reserves the right to modify, change, or alter the Software Package at any time. Licensor also hereby reserves the right to discontinue, terminate or otherwise end distribution of the Software Package, support services, or updates at any time, upon 30 day's written notice to the End-User.
9. As an End-User you agree to maintain a visible link to https://www.splashwebdesign.com/ in the footer of website or bottom of each page of the website, with anchor text of “Created by Splash Web Design” or “Site by Splash Web Design” or agreed upon variant between Licensor and End-User.
10. As an End-User you are specifically prohibited and agree that you shall not otherwise (see section 9) use any trademark, trade name, trade dress, copyright, company name, corporate name, "doing business as" name, logo, brand, branding or any other media, writing, document, graphic or otherwise that is owned by, or relates in any way to the Licensor or the Licensor’s business (collectively "Licensor’s Identity.") unless granted by written permission by Licensor to do so.
11. As End-User you agree to not undertake, or cause any third-party to undertake on its behalf, any steps toward reverse engineering the Software Package. End-User will not take any steps to expose or otherwise obtain or copy the underlying source code of the Software Package.
12. The End-User agrees not to use the Confidential Information of the Licensor for any purpose except to the extent necessary to fulfill its obligations under this Agreement. The End-User agrees not to copy, alter, modify, disassemble, reverse engineer or decompile any of the materials comprising Confidential Information, unless permitted in writing by the Licensor, which may be withheld in Licensor’s sole and absolute discretion. The End-User agrees not to disclose the Confidential Information to any third parties or to any of its employees, contractors or agents, except in furtherance of these Terms of Service and where such parties are obligated to adhere to the terms of confidentiality. Notwithstanding the foregoing, the End-User may disclose the Licensor's Confidential Information to the extent required by a valid order of a court or other governmental body or by applicable law ; provided, however, that the End-User will notify the Licensor of the obligation to make such disclosure in advance so that the Licensor will have a reasonable opportunity to object to such disclosure. The End-User agrees that it shall treat the Confidential Information with the utmost care and will take all reasonable and prudent steps to guard the Confidential Information from disclosure to any third-party. The End-User agrees to advise the Licensor in writing of any misappropriation or misuse by any person of the Licensor's Confidential Information of which the End-User may become aware. Any Confidential Information furnished to the End-User shall be returned or deleted, promptly at the end of the providing of Services.
13. The Licensor and End-User are separate and distinct entities and neither party has any control over the actions of the other. There is no relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party shall have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent.
14. From time to time, this Agreement may be modified or amended by Licensor and shall be done so only by a change in these Terms of Service. Any aspect of these Terms of Service may be modified in this manner, including modification of pricing schedules, features offered in the Software Package, Services offered by the Licensor, legal provisions of these Terms of Service and any other aspect of this agreement that may require modification from time to time. You will be notified of any such update to these Terms of Service via notice that will appear on the Licensor’s website for a period of no less than thirty (30) days. Your continued use of Software Package and/or Services after such thirty (30) day period has elapsed will constitute your acceptance of such changes and you will be bound to such modifications in addition to the other provisions of these Terms of Service. Moreover, it is expressly understood and agreed by End-User that it is End-User’s responsibility to verify that End-Users including, but not limited to, those with Owner and/or Staff rights, are informed by End-User of any changes to these Terms of Service that may impact any such user’s use of the Software Package and/or Services. End-User will remain liable for any breach of these Terms of Service by such users.
15. You agree that as an End-User, you may not assign to any third-party any of your rights or obligations set forth under these Terms of Service.
16. You understand that the failure of any party hereto to enforce any provision of these Terms of Service, or any right with respect hereto, or failure to exercise any election provided for herein, shall in no way be considered a waiver of such provision, right, or election, or in any way affect the validity of these Terms of Service. The failure of any party hereto to enforce any provision, right or election shall not prejudice such party from later enforcing or exercising that provision, right, or election which it has under these Terms of Service.
17. You understand that these Terms of Service will be governed by the laws of the State of Tennessee or the state of New York without regard to its conflicts of law provisions, provided that matters affecting copyrights, patents and/or trademarks will be governed by U.S. federal law or state law if required. The parties agree to the Superior Court of Washington County, TN or the Supreme Court of Nassau County, at the full discretion of the Licensor, as the proper, and exclusive venues for any disputes arising between the parties.
18. You understand that if the performance of these Terms of Service, or any obligation hereunder, except the making of payments hereunder, is prevented, restricted or interfered with by any act or condition whatsoever beyond the reasonable control of the affected party including, but not limited to, Acts of God, war, terrorism, pandemic, flood and/or wind, the party so affected, upon giving prompt notice to the other party, shall be excused from such performance to the extent of such prevention, restriction or interference.
19. You understand that the Licensor has absolute discretion to remove, restrict, dismantle or block any software access or material that it in its sole discretion it deems to be malicious, greatly exceeding normal usage patterns in bandwidth, data access, or storage space, inappropriate, indecent, in poor taste, pornographic and/or may violate any law (including, but not limited to, copyright, trademark, patent or trade secret). End-User represents and warrants that it will take reasonable and diligent steps to ensure that any content placed on an End-User’s site is not inappropriate, indecent, in poor taste, pornographic and/or does not violate any law (including, but not limited to, copyright, trademark, patent or trade secret).
20. You understand that these Terms of Service shall be binding on and shall inure to the benefit of the parties hereto, and their heirs, administrators, successors, and assigns.
21. As the End-User, you agree to notify Licensor promptly in the event End-User becomes aware of any infringements (within 72-hours) of the Software Package by an End-User. Licensor shall have the right, in its sole discretion, to prosecute lawsuits against third persons for infringement (including End-Users) of Licensor's rights in the Software Package.
22. A. The Licensor, is not obligated, for any reason, to provide service to any entity, person, or business, and may choose to refuse service without a stated cause.
B. The Licensor, in its sole discretion, may terminate or "ban" an End-User from using the Software Package.
23. Licensor reserves the right to cease all marketing, advertising, promotion, distribution and/or use of the Software Package including, without limitation, use of any materials provided by Licensor including, but not limited to, the Licensor’s templated marketing materials, and may require all End-Users to do the same with a 30 day written notice.
24. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE PACKAGE OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR EXPRESSLY DISCLAIMS ALL LIABILITY, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ARISING OUT OF ANY CYBER OR DATA BREACH IMPACTING THE SOFTWARE PACKAGE OR ANY SYSTEM UTILIZED BY THE END-USER(S) IN CONNECTION WITH THE SOFTWARE PACKAGE. IN ANY CASE, LICENSOR'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT PAID BY END-USER TO LICENSOR FOR THE SOFTWARE PACKAGE DURING THE PRIOR 3 MONTH PERIOD.
25. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE PACKAGE IS PROVIDED "AS IS," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND LICENSOR AND LICENSOR'S AFFILIATES HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE PACKAGE, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. LICENSOR DOES NOT WARRANT AGAINST INTERFERENCE WITH END-USER'S ENJOYMENT OF THE SOFTWARE PACKAGE, THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE PACKAGE WILL MEET THE END-USER'S REQUIREMENTS OR EXPECTATIONS, THAT THE OPERATION OF THE SOFTWARE PACKAGE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE PACKAGE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR OR A LICENSOR-AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE SOFTWARE PACKAGE PROVE DEFECTIVE, LICENSOR IS NOT RESPONSIBLE FOR ANY REVENUE LOST BY THE END-USER(S) FOR DEFECTS IN THE SOFTWARE PACKAGE OR FOR THE FAILURE OF THE SOFTWARE PACKAGE (AND ANY End-User WEBSITE) TO BE AVAILABLE FOR VIEWING ONLINE.
26. As the End-User you agree to defend, indemnify, and hold Licensor, and its officers, directors, agents, and employees, harmless against all costs, expenses and losses (including reasonable attorney's fees and costs) incurred through claims of third parties.
27. End-User represents and warrants that:
a. End-User has the full corporate or other business organizational right, power and authority to enter into this Agreement and to perform the acts required hereunder.
b. End-User acceptance of these Terms of Service, and the performance by End-User of its obligations and duties hereunder, do not and will not violate any agreement to which Licensor is a party or by which it is otherwise bound.
c. End-Users materials will neither infringe on any trademark, copyright, U.S. patent or any other third party right nor violate any applicable law or regulation.
d. End-User acknowledges that the Licensor makes no representations, warranties or agreements related to the subject matter hereof which are not expressly provided for under these Terms of Service.
e. End-User has reviewed and accepts the Splash Web Design Privacy Policy and Cancellation and Return Policy (section 7).
28. You agree that in the event of any termination or expiration of these Terms of Service, all obligations and responsibilities of End-User prior to the termination shall survive and continue in effect and shall be binding upon the parties and their legal representatives, heirs, successors, and assigned. The termination of any provision of these Terms of Service shall not excuse a prior breach of that provision.
29. You agree that if any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision, and such invalid provision shall be deemed to be severed from these Terms of Service.
29. In the event that your site is hosted on a commercial platform such as SquareSpace https://www.squarespace.com/terms-of-service and Splash Web Design provides ongoing maintenance services, you agree to also be bound by that company’s terms.
30. Email and Other Communication: In using this site, the End-User understands and acknowledges that email is not 100% reliable. Splash Web Design will do all that is reasonably possible to maintain a functional email account. However, there may be times where the End-User may not receive an email communication from Splash Web Design or be able to send an email to Splash Web Design. The End-User agrees that it is The End-User's responsibility, to check any spam filters or folders or other email account settings. Should the End-User need to contact Splash Web Design, it is the End-User's responsibility to use other means of contact, including phone or mail if need be. For more contact information, the User may call 706 - (four five seven) - 6266.
31. You agree that these Terms of Service constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements, whether in writing or oral, between the parties and is intended as the final expression of their Agreement.
32. Questions about these Terms of Service should be sent to info [at] splashwebdesign [dot] com
Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the Terms of Service.
Revised as of April 7, 2023