splaht! terms of service

The splaht! network of Web Sites and related Internet media properties (the "Site") is an online information service provided by splaht!, subject to your compliance with the terms and conditions set forth below.
PLEASE READ THIS DOCUMENT CAREFULLY BEFORE ACCESSING OR USING THE SITE. BY ACCESSING OR USING THE SITE, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT WISH TO BE BOUND BY THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS OR USE THE SITE. splaht! MAY MODIFY THIS AGREEMENT AT ANY TIME, AND SUCH MODIFICATIONS SHALL BE EFFECTIVE IMMEDIATELY UPON POSTING OF THE MODIFIED AGREEMENT ON THE SITE. YOU AGREE TO REVIEW THE AGREEMENT PERIODICALLY TO BE AWARE OF SUCH MODIFICATIONS AND YOUR CONTINUED ACCESS OR USE OF THE SITE SHALL BE DEEMED YOUR CONCLUSIVE ACCEPTANCE OF THE MODIFIED AGREEMENT.

1. Copyright, Licenses and Idea Submissions.
Domestic and International copyright and trademark laws protect the entire contents of the Site. The owners of the intellectual property, copyrights and trademarks are recognized to be splaht!, its affiliates or other third party licensors. YOU MAY NOT MODIFY, COPY, REPRODUCE, REPUBLISH, UPLOAD, POST, TRANSMIT, OR DISTRIBUTE, IN ANY MANNER, THE MATERIAL ON THE SITE, INCLUDING TEXT, GRAPHICS, CODE AND/OR SOFTWARE.

You may print and download portions of material from the different areas of the Site solely for your own non-commercial use provided that you agree not to change or delete any copyright or proprietary notices from the materials. You agree to grant to splaht! a non-exclusive, royalty-free, worldwide, sub-licensable, perpetual license, with the right to sub-license, to reproduce, distribute, transmit, create derivative works of, publicly display and publicly perform any materials and other information (including, without limitation, ideas contained therein for new or improved products and services) you submit to any public areas of the Site (such as bulletin boards, forums and newsgroups) or by e-mail to splaht! by all means and in any media now known or hereafter developed. You also grant to splaht! the right to use your name in connection with the submitted materials and other information as well as in connection with all advertising, marketing and promotional material related thereto. You agree that you shall have no recourse against splaht! for any alleged or actual infringement or misappropriation of any proprietary right in your communications to splaht!.

2. Trademarks.
Any other names of splaht! or its Web sites, publications, products, content or services referenced herein or on the Site are the exclusive trademarks or service marks of splaht!, including the "look" and "feel" of the Site, splaht!'s color combinations, layout, and all other graphical elements. Any use of splaht!'s trademarks is strictly prohibited without the express permission from splaht!. Other product and company names mentioned in the Site may be the trademarks of their respective owners.

3. Use of the Site.
You understand that, except for information, products or services clearly identified as being supplied by splaht!, splaht! does not operate, control or endorse any information, products or services on the Internet in any way. Except for splaht!- identified information, products or services, all information, products and services offered through the Site or on the Internet generally are offered by third parties that are not affiliated with splaht!. You also understand that splaht! cannot and does not guarantee or warrant that files available for downloading through the Site will be free of infection or viruses, worms, Trojan horses or other code that manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to the Site for the reconstruction of any lost data.

In connection with your use of the Site, you agree you will not:
1. Transmit any message, information, data, text, software or images, or other content ("Material") that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable that may invade another's right of privacy or publicity;
2. Impersonate any person or entity, including but not limited to, an splaht! official, forum leader, guide or host or falsely state or otherwise misrepresent your affiliation with a person or entity;
3. Post or transmit any Material that you do not have a right to reproduce, display or transmit under any law or under contractual or fiduciary relationships (such as nondisclosure agreements);
4. Post or transmit any Material that contains a virus or corrupted data;
5. Delete any author attributions, legal notices or proprietary designations or labels that you upload to any communication feature;
6. Use the Site's communication features in a manner that adversely affects the availability of its resources to other users (e.g., excessive shouting, use of all caps, or flooding continuous posting of repetitive text);
7. Post or transmit any unsolicited advertising, promotional materials, "junk mail", "spam," "chain letters," "pyramid schemes" or any other form of solicitation or any non-resume information such as opinions or notices, commercial or otherwise;
8. Violate any applicable local, state, national or international law;
9. Upload or transmit any Material that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
10. Delete or revise any Material posted by any other person or entity; or
11. Manipulate or otherwise display the Site by using framing or similar navigational technology.

YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SITE AND THE INTERNET. splaht! PROVIDES THE SITE AND RELATED INFORMATION "AS IS" AND DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER (INCLUDING WITHOUT LIMITATION WARRANTIES OF TITLE OR NONINFRINGEMENT, OR THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE) WITH REGARD TO THE SERVICE, ANY MERCHANDISE INFORMATION OR SERVICE PROVIDED THROUGH THE SERVICE OR ON THE INTERNET GENERALLY, AND splaht! SHALL NOT BE LIABLE FOR ANY COST OR DAMAGE ARISING EITHER DIRECTLY OR INDIRECTLY FROM ANY SUCH TRANSACTION. IT IS SOLELY YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF ALL OPINIONS, ADVICE, SERVICES, MERCHANDISE AND OTHER INFORMATION PROVIDED THROUGH THE SERVICE OR ON THE INTERNET GENERALLY. YOU UNDERSTAND FURTHER THAT THE INTERNET CONTAINS UNEDITED MATERIALS SOME OF WHICH ARE SEXUALLY EXPLICIT OR MAY BE OFFENSIVE TO YOU. YOU ACCESS SUCH MATERIALS AT YOUR RISK. splaht! HAS NO CONTROL OVER AND ACCEPTS NO RESPONSIBILITY WHATSOEVER FOR SUCH MATERIALS.

LIMITATION OF LIABILITY IN NO EVENT WILL splaht! BE LIABLE FOR (I) ANY INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, OR ANY INFORMATION, OR TRANSACTIONS PROVIDED ON THE SERVICE, OR DOWNLOADED FROM THE SERVICE, OR ANY DELAY OF SUCH INFORMATION OR SERVICE. EVEN IF splaht! OR ITS AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICE AND/OR MATERIALS OR INFORMATION DOWNLOADED THROUGH THE SERVICE. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, splaht!'S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

4. Equipment.
You shall be responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed for access to and use of the Site and all charges related thereto.

5. Indemnification.
You agree to indemnify, defend and hold harmless splaht!, its officers, directors, employees, agents, licensors, suppliers and any third party information providers to the Site from and against all losses, expenses, damages and costs, including attorneys' fees, resulting from any violation of this Agreement (including negligent or wrongful conduct) by you or your use and access of the Site.

6. Third Party Rights.
The provisions of paragraphs 3 (Use of the Site), and 5 (Indemnification) are for the benefit of splaht! and its officers, directors, employees, agents, licensors, suppliers, and any third party information providers to the Site. Each of these individuals or entities shall have the right to assert and enforce those provisions directly against you on its own behalf.

7. Information.
Each User agrees to be solely responsible for the User's own Information, and understands, accepts and/or provides advance consent to the full extent necessary to allow splaht! to act as a facilitator of said Information without incurring liability of any kind or nature.
Notwithstanding the foregoing, Information: (a) shall not infringe splaht!'s or any third party's contract, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (b) shall not violate any law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or advertising); (c) shall not be defamatory, trade libelous, unlawfully threatening or unlawfully harassing or include threats, hate speech, vulgarity, obscenity, pornography, adult or otherwise inappropriate material; (d) shall not contain any viruses, Trojan horses, worms, time bombs, cancel bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; and (e) shall not promote information, good, content, service or any product that you do not have a right to link to or include. Furthermore, an Agent may not post on splaht!'s website or offer through our splaht! any: (f) information, good, content, service or product that could cause splaht! to interfere with any contract or rights of any person or violate any applicable law, statute, ordinance or regulation or otherwise incur liability of any type or nature, or (g) any information, good, content, service or other product that you are not legally or contractually permitted to perform, provide or promote under applicable laws or regulations, or any impermissible activity, including practices or promotions that might or do compete with splaht! now or in the future.

To the full extent necessary to enable splaht! to access or otherwise use Information without liability, the submitting User grants splaht! a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub licensable (through multiple tiers) right (or waiver) to exercise the copyright, publicity or any other rights that exist anywhere in the world in or with respect to the Information, in any media now known or not currently known. This provision does not entitle splaht! to any ownership or exclusivity rights to the Information but shall be deemed to allow splaht! to freely use, modify and exploit the Information for splaht!'s own business purposes and/or profit.

8. PAYMENT OF CHARGES
A. Timely Payment.
An User is expected to pay all Charges on time and may be required to submit an accompanying payment and/or payment authorization in connection with Charges. Credit card transactions require an acceptable and currently working credit card number. If the credit card expires or otherwise declines payment, access to splaht! can be modified or suspended by splaht!. If payment is more than thirty (30) calendar days past due an additional 17% of the balance, or the maximum allowable by law, whichever is less, may be assessed on the total amount of the late payment, and the entire amount unpaid Charges or other outstanding balance (if any), plus this assessment, will become immediately due and payable. The User shall pay all costs of collection, including legal fees, incurred by splaht!. The User is responsible for any premium Charges incurred in connection with the use of and/or by requesting or accessing splaht! information, content, goods, product or services that are provided at an extra cost. Each time splaht! is accessed or used, the User affirms and re-affirms that splaht! is authorized to obtain payment from through a selected payment method. All fees are quoted and payable in United States dollars. The User is also responsible for paying all applicable taxes for information, contents, goods, products or services and any other costs incurred in connection with the use of or access to splaht! including Charges incurred on your account by the User, or anyone the User allows to use the User's account, even if in violation of these TERMS OF USE, including, but not limited to, professional colleagues, former splaht! Members, family or friends.
B. Payment Methods.
Your exact billing address and telephone number must be provided to properly process payments. splaht! accepts major credit cards including Visa and MasterCard and for some Charges may accept bank drafts including personal checks, money orders, cashiers checks, and company checks. However, for non-credit card payment methods splaht! may not credit the applicable Membership account until additional procedures are completed and after the bank certifies receipt of funds – typically eight to ten (8-10) business days. splaht! may charge a twenty-five dollar ($25.00) handling fee, or the maximum allowable by law, whichever is less, for each check returned unpaid for insufficient funds or any other reason.
C. Account Discrepancies.
An User may always contact splaht! customer service by e-mail or telephone concerning Charges or other questions regarding the status of a Membership account. However, if not satisfactorily resolved within fifteen (15) business days of calling or sending e-mail, and in no event later than sixty (60) days after a questionable billing or other discrepancy should have been discovered, the User must write to the Customer Service Department, splaht!, 1355 Greenwood Cliff, Suite 300 Charlotte, NC 28204 delivered by United States mail or by fax to 704-332-4005. Failure to write within these time frames waives the right to question Charges.

9.Term; Termination.
Membership with splaht! may be canceled or terminated at any time in accordance with these TERMS OF USE. However, no portion of any outstanding Charges owed to splaht! of any kind, including applicable subscription or marketing fees, are refundable by splaht! and no outstanding fees will be waived or become negotiable. The User will remain liable for any Charges or other monetary obligations incurred pursuant to these TERMS OF USE before cancellation or termination of Membership. An User may cancel any recurring service by delivering a written notice at least thirty (30) days prior to the monthly renewal charge date requesting cancellation addressed to:
Customer Service Department, splaht!, 1355 Greenwood Cliff, Suite 300 Charlotte, NC 28204
by United States mail or by fax to 1.704.332.4005. Without limiting any other remedies, splaht! may issue a warning, temporarily suspend, indefinitely suspend or terminate User Membership, and delete any of User information and any other information placed on the site if, in splaht!'s sole discretion:
a) The User engages in any fraudulent activity in connection with the splaht! website, or splaht! suspects such activity; or b) splaht! is unable to verify or authenticate any Information provided to us by the User; or c) The User breaches the TERMS OF USE in any manner; or d) It is necessary to protect splaht!'s interests. The provisions of paragraphs 1 (Copyright, Licenses and Idea Submissions), 3 (Use of the Site), 5 (Indemnification), 6 (Third Party Rights) and 11 (Miscellaneous) shall survive any termination of this Agreement.

10. Modification or Discontinuation of Service.
splaht! reserves the right to modify or discontinue service or any portion thereof, or the offering of any information, good, content, product or service with or without notice to any User. splaht! shall not be liable to any User or any third party should splaht! exercise its right to modify or discontinue service.

11. Special Admonitions for International Use.
Recognizing the global nature of the Internet, you agree to comply with all local rules including, without limitation, rules about the Internet, data, e-mail, or privacy. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.

12. Dealings with Third Parties.
Your participation, correspondence or business dealings with any third party found on or through the Site, regarding the payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third party. You agree that splaht! shall not be responsible or liable for any loss, damage or other matters of any sort incurred as the result of any such dealings.

13. Links.
The Site may provide, or third parties may provide, links to non-splaht! Internet World Wide Web sites or resources. Because splaht! has no control over such sites and resources, you acknowledge and agree that splaht! is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that splaht! shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

14. Entire Agreement.
You, the User, and splaht! acknowledge, understand and agree that these TERMS OF USE constitute the entire and only understanding and agreement between us, that these TERMS OF USE supersede all prior or contemporaneous agreements, discussions, or representations, whether oral or written, with respect to splaht!, and that these TERMS OF USE cannot be varied, amended, changed, waived, or discharged except in writing by the President of splaht!. You, the User, further acknowledge that no promises, representations, inducements, agreements, or warranties, other than those explicitly set forth in these TERMS OF USE, have been made to induce your acceptance of these TERMS OF USE nor have you, the User, agreed to these TERMS OF USE in reliance on any such promise, representation, inducement, or warranty.

15. Miscellaneous.
This Agreement shall all be governed and construed in accordance with the laws of the State of North Carolina applicable to agreements made and to be performed in North Carolina. You agree that any legal action or proceeding between splaht! and you for any purpose concerning this Agreement or the parties' obligations hereunder shall be brought exclusively in a federal or state court of competent jurisdiction sitting in the county of Mecklenburg, state of North Carolina.

Any cause of action or claim you may have with respect to the Site must be commenced within one (1) year after the claim or cause of action arises or such claim or cause of action is barred. splaht!'s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right. Neither the course of conduct between the parties nor trade practice shall act to modify any provision of this Agreement. splaht! may assign its rights and duties under this Agreement to any party at any time without notice to you.

Some of the information on this Web site may contain projections or other forward-looking statements regarding future events or the future financial performance of splaht!. We wish to caution you that these statements are only predictions and that the actual events or results may differ materially. The company may file documents from time to time with the Securities and Exchange Commission, specifically, our most recent prospectus. These documents contain and identify important factors that could cause the actual results to differ materially from those contained in our projections or forward-looking statements. They would include, among others, potential fluctuations in quarterly results, retention and dependence on personnel; dependence on Internet advertising and a limited number of advertisers, market change, competition, risks associated with Internet infrastructure, volatility of stock price, limited protection of intellectual property, and future growth subject to risks.