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Web Shop Manager Platform Service Agreement

PLEASE READ THIS AGREEMENT CAREFULLY, AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES.

1. OVERVIEW

This Web Shop Manager Platform Service Agreement (this “Agreement”) is entered into by and between Web Design Solutions, Inc. dba Web Shop Manager ("WSM") and you, and is made effective as of the date of electronic acceptance.  This Agreement sets forth the terms and conditions of your use of Web Shop Manager Service (“WSM Platform” or the “WSM Services”). 

Your electronic acceptance of this Agreement signifies that you have read, understand, acknowledge and agree to be bound by this Agreement, along with (i) WSM’s Universal Terms of Service Agreement, and (ii) any plan limits, product disclaimers or other restrictions presented to you on the WSM website (this “Site”), both (i) and (ii) of which are incorporated herein by reference.     

The terms “we”, “us” or “our” shall refer to WSM.  The terms “you”, “your”, “User” or “client” shall refer to any individual or entity who accepts this Agreement and/or uses the Services.  Unless otherwise specifically provided in this Agreement, nothing in this Agreement shall be deemed to confer any third-party rights or benefits.

You acknowledge and agree that (i) WSM, in its sole and absolute discretion, may change or modify this Agreement, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to this Site, and (ii) your use of this Site or the Services found at this Site after such changes or modifications have been made (as indicated by the “Last Revised” date at the top of this page) shall constitute your acceptance of this Agreement as last revised.  If you do not agree to be bound by this Agreement as last revised, do not use (or continue to use) this Site or the Services found at this Site.  In addition, WSM may occasionally notify you of changes or modifications to this Agreement by email.  It is therefore very important that you keep your H-Sphere account (“H-Sphere Account”) information, including your email address, current.  WSM assumes no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate or out-of-date email address.

2. DESCRIPTION OF SERVICES

WSM Service is Software as a Service (SaaS) eCommerce Content Management System, which allows you to maintain a website and optionally sell products online within the parameters specific to your plan.  

3. LIMITATIONS

TLDs.  You acknowledge and agree that your website will be subject to any and all content (or other) restrictions specific to the top level domain (“TLD”) with which it is associated.  If you have more than one WSM Service account, only the WSM Service account associated with the TLD in question will be affected by such limitations.  

Obligation to Maintain Subscription.  Provision of WSM Service is dependent upon your active subscription to (and payment for) WSM Service.  Failure to maintain your subscription at any time will result in termination of WSM Service.  Recurring billing for your WSM Service plan will begin on the date of purchase.  Fees paid for WSM Service are not transferable to other WSM Service accounts (or other WSM accounts) other than the account initially associated with WSM Service on the date of purchase.

Laws Effecting Electronic Commerce.  From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. The client agrees that they are solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend WSM and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the client's exercise of Internet electronic commerce.

4. INTEGRATION WITH SAAS PLATFORM; OWNERSHIP OF WEBSITES

The websites created using WSM Service are built on and integrated with WSM’s SaaS platform, and any attempt to reverse engineer, migrate or otherwise transfer any portion of the WSM Service codebase to another hosting provider is a violation of this Agreement. Client retains ownership of the static website design templates, imagery and content including product data created by the client.

By uploading content for your website, you grant WSM an unrestricted license (i) to use the content for the purpose of including in your website, and (ii) to display screenshots of any website created using WSM Service online, in marketing materials, or in other manners as determined by WSM in its sole and absolute discretion.  WSM reserves the right to place a subtle branding link at the bottom of your pages. In addition, you represent and warrant to WSM that (a) you have all necessary rights to distribute such content, either because you are the author of the content and have the right to distribute the same, or because you have the appropriate distribution rights, licenses, consents, and/or permissions to use, in writing, from the copyright or other owner of the content, and (b) you do not violate the rights of any third party.  As used herein, “content” shall include without limitation any text, software, widgets, applications, scripts, source code, API, photographs, illustrations, images, graphics, sounds, music, audio, video and interactive features (and the trademarks, service marks and logos contained therein).  You acknowledge and agree that content you upload into WSM Service may be immediately available.  Content provided may also be cached for up to one year and deleting content from WSM Service does not remove cached versions of the content.

5. OTHER WSM PRODUCTS AND SERVICES

WSM Service may include access to other WSM products and services, such as WSM’s (i) Email, and (ii) SSL products.

If you purchase WSM Service, your electronic acceptance of this Agreement signifies that you have read, understand, acknowledge and agree to be bound by this Agreement, along with the product-level agreements for any other WSM products and services included with WSM Service, such as WSM’s (i) SSL Certificate Service Subscriber Agreement, which are incorporated herein by reference.

WSM Service Templates/Files & Images.  The WSM Service Templates/Files & Images service allows you to personalize a website. You may customize or modify the appearance of your website as provided and allowed by the instructions and this Agreement. You may not otherwise alter or modify the application, or any content provided. You further agree not to reverse engineer, decompile or otherwise attempt to uncover the source code. You are not authorized to combine the website with any other software program or applications, nor are you authorized to integrate any plug-in or enhancement other than those provided. The RSS feeds, chat application and API's may not be modified, distributed or shared in any way. The RSS feeds, chat application and API's are subject to termination at anytime.  You acknowledge and agree that your use of the WSM Service Templates/Files & Images service must comply with the terms of the Universal Terms of Service Agreement.

Bandwidth Overages.  All plans have a set bandwidth limit which is outlined in your current WSM Service plan, while plans are billed in advance at the beginning of each month overages are billed at the beginning of the next month for the prior months usage at the overage rate defined in your WSM Service plan. If you find that you are continuously getting overages charges we recommend upgrading to a larger plan with additional bandwidth allocated at a discounted rate as well as possible additional services depending on the WSM Service plan chosen.

6. GENERAL RULES OF CONDUCT

In addition to Section 4 (General Rules of Conduct) contained in the Universal Terms of Service Agreement, you specifically acknowledge and agree that:

    • Alcohol-related content, or sale of tobacco products, ammunition and/or firearms;
    • Content that infringes upon the rights of any third party, including intellectual property rights, privacy, publicity, moral or other personal or proprietary rights, or that is deceptive or fraudulent;
    • Gambling, including without limitation, any online casino, sports books, bingo or poker;
    • Illegal activity and/or illegal contests, pyramid schemes, sweepstakes or chain letters (if you run, reference, or facilitate a legally permissible sweepstakes, contest, or other promotion you are subject to Facebook's Promotions Guidelines); or
    • Content that is hateful, threatening, defamatory, or pornographic; incites violence; or contains nudity or graphic or gratuitous violence. 

7. THIRD-PARTY IMAGES AND SOFTWARE

Definitions and Scope.  As part of WSM Service, you may be allowed to use certain (i) photographs, illustrations, or other images (“Images”) and/or (ii) software, widgets, or other applications (“Software”) and/or (iii) syndicated content, product information or application data including vehicle data (“Content”) developed, owned, or licensed by third-party providers as WSM may contract with from time to time.  If the Images/Software/Content are accompanied by or require consent to a license agreement from the third-party provider, your use of the Images/Software/Content is subject to the terms and conditions of such license agreement, which are in addition to (not in lieu of) the terms and conditions of this Agreement. 

Terms and Conditions Applicable to all Images/Software/Content.  You acknowledge and agree that (i) the Images/Software/Content are neither sold nor distributed to you and you may use the Images/Software/Content solely as part of WSM Service; (ii) you may not remove, modify, or obscure any copyright, trademark, or other proprietary rights notices that are contained in or on the Images/Software/Content; and (iii) you may not modify, reverse-engineer, decompile, disassemble, reverse compile, create derivative works of or attempt to derive the source code from the Images/Software/Content.

WSM may provide your personal information to third-party providers as required to provide the third-party Images/Software/Content, including, but not limited to, the domain name associated with the WSM Service page.  WSM reserves the right to modify, change, or discontinue provision of the Images/Software/Content at any time, and you agree to cooperate in performing any steps necessary in connection therewith.

WSM makes no representations or warranties about any third-party Images/Software/Content offered in connection with WSM Service, and expressly disclaims any liability or responsibility regarding the same.

You acknowledge and agree that you will protect, defend, indemnify and hold harmless WSM from and against any and all claims imposed upon or incurred by WSM directly or indirectly arising from your use or misuse of the third-party Images/Software/Content.  You acknowledge and agree that the providers of the third-party Images/Software/Content are third-party beneficiaries to this Agreement for purposes of enforcing their rights under this Agreement.

Additional Terms and Conditions Applicable to AddThis.  You acknowledge and agree that your use of AddThis is subject to the terms of service and the AddThis privacy policy, which are hereby incorporated by reference.

Additional Terms and Conditions Applicable to Google Maps.  You acknowledge and agree that your use of Google Maps is subject to the terms of service located here: http://www.google.com/intl/en_us/help/terms_maps.html, which are hereby incorporated by reference.

8. TITLES AND HEADINGS; INDEPENDENT COVENANTS; SEVERABILITY

The titles and headings of this Agreement are for convenience and ease of reference only and shall not be utilized in any way to construe or interpret the agreement of the parties as otherwise set forth herein.  Each covenant and agreement in this Agreement shall be construed for all purposes to be a separate and independent covenant or agreement.  If a court of competent jurisdiction holds any provision (or portion of a provision) of this Agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of this Agreement shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.

9. DEFINITIONS; CONFLICTS

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Universal Terms of Service Agreement.  In the event there is a conflict between the provisions of this Agreement and the provisions of the Universal Terms of Service Agreement, the provisions of this Agreement shall control.

10. SCHEDULED MAINTENANCE

WSM has set aside the hours between 10pm PST and 2am PST every 1st and 3rd Sunday of the month for scheduled maintenance. Although we go to great lengths to minimize downtime during this time period you could experience service interruption from time to time.