Acknowledgement: User acknowledges that success is dependent on a number of factors, including, but not limited to, attitude, persistence, and full participation in all phases of SipSocial services and Splash Media U training programs. Splash Media is dedicated to helping Users become successful using social media best practices as explained and demonstrated throughout SipSocial and Splash Media U training services. The success of the program itself depends on the completion and implementation by Users of the strategies in both SipSocial and Splash Media U. By electronically agreeing to this Agreement, User affirms an intent and commitment to learn and implement these strategies. User also acknowledges that some strategies and tactics work better for some industries than others. Splash Media does not guarantee success with any strategy.
Term: User agrees that the term of this agreement is a monthly or annual agreement, depending on the agreed upon term in the enrollment process, and is charged on a monthly basis. If User has not cancelled their subscription prior to the expiration of their free trial period, if any, User agrees to the terms and monthly charge agreed upon during the enrollment process. The term is automatically renewed if customer has not given written notice to cancel the service within 30 days of term expiration.
Electronic Recordkeeping: User acknowledges and agrees that Splash Media may store this Agreement in an electronic recordkeeping system in the regular course of business and that a printed copy of the imaged document may be used and introduced in any arbitration, litigation, or other proceeding, and shall have the same force and effect as the original, which may be destroyed.
Automatic Debits: User shall pay Splash Media the fees set forth in the applicable Enrollment Form. SipSocial services and Splash Media U training services are available on a subscription basis. All monthly subscription fees are automatically charged/debited the day after expiration of any free trial period, if applicable. Users must cancel their SipSocial and/or Splash Media U subscription prior to the expiration of any free trial to avoid going into billing. Once any applicable free trial period ends, charges/debits will be processed up to five (5) business days before the end of each contracted anniversary date, for the following month’s service. Monthly subscriptions automatically renew each month unless cancelled as provided in this paragraph. Upon expiration of an annual term, the subscription will automatically renew as a monthly subscription and be processed as set forth in this paragraph, unless cancelled as provided in this paragraph. To cancel a subscription, the User must deliver a written termination notice (via email or Certified U.S. mail, return receipt requested) at least ten (10) calendar days before the monthly charge is scheduled to be charged/debited. Early cancellation of an annual subscription will incur a penalty that is the equivalent of two (2) times the monthly charge under the terms of the annual subscription. There will be no partial or prorated refunds. Splash Media, in its sole discretion, may increase the fees at any time. Splash Media will provide notice of such fee increases to User in writing by email or postal service at least thirty (30) days prior to the commencement of the new fee increase. User shall be responsible for those sales, use, and similar taxes associated with its receipt of services, including SipSocial services and Splash Media U training, excluding taxes based on Splash Media’s income, personnel, or property. The parties shall reasonably cooperate to more accurately determine each party’s tax liability and to minimize such liability to the extent legally permissible.
Waiver/Severability: Any waiver, in whole or in part, of any provision of this Agreement will not be considered to be a waiver of any other provision. If any term contained within this Agreement is found to be unenforceable or invalid for any reason, all other terms will remain in full force and effect.
Limitations of Use: User may use SipSocial services and Splash Media U training only as described in the applicable Documentation. Except as expressly authorized by this Agreement, User will not (and will not allow any third party to): (a) permit any third party to access and use SipSocial services or Splash Media U training; (b) decompile, disassemble, or duplicate SipSocial software or Splash Media U training materials, including videos, written materials or web-based training; (c) use SipSocial services and Splash Media U training or any Splash Media Confidential Information to develop a competing service; or (d) remove any copyright, trade secret, trademark, proprietary rights, disclaimer, or warning notice included on or embedded in any part of SipSocial or the Splash Media U training services (including any screen displays, etc.). “Documentation” means the documentation, if any, provided by Splash Media or made available on Splash Media’s websites at the time of access and any updates that Splash Media may, in its discretion, provide from time to time. The Documentation is subject to all restrictions and limitations relating to SipSocial and Splash Media U training services.
Testimonial Usage: By subscribing to SipSocial or Splash Media U, User acknowledges and gives Splash Media rights to publish User’s success stories and oral testimonials. Success stories and oral testimonials may be used solely by Splash Media in any format: website, collateral, and video productions.
Opt In: By providing an email address and other contact information to Splash Media, User opts to receive updated information via email, telephone, fax and/or direct mail from Splash Media and its affiliates.
Soliciting Employees: User and Splash Media hereby agree that during this engagement and for a period of six (6) months from the date of termination or cessation of this Agreement, neither party will solicit or attempt to solicit any employee, ex-employee or consultant of the other party, or hire, engage any such person, even if the such person initiates the request for engagement or employment. Either party may pay the other party either $50,000.00 or ten (10) times the amount of this Agreement’s fee, whichever is greater to “buy out” of this restriction.
Access to Product(s): At the point of activation of any of the Splash Media products, including SipSocial and Splash Media U, User is being granted an “access code” that allows User to use those particular programs. User understands the term of the access code(s) shall be in effect in perpetuity, unless otherwise terminated under the terms and provisions of the License, or by the terms of any applicable free trial periods.
Choice of Law and Arbitration: The parties waive trial by court or jury. Any dispute arising from or relating to this Agreement and to the Enrollment Form, the software, the training, the training materials or any other dispute that arises shall be resolved by arbitration in Dallas, Texas, where this Agreement and Enrollment Form was accepted, and governed by and construed under United States law. A party may only bring a claim for breach of this Agreement or Enrollment Form, and shall not be permitted to bring a claim sounding in tort or otherwise. No party may bring or become a member of a class action against another. Arbitration shall be conducted by a panel of three (3) arbitrators pursuant to this paragraph under the Commercial Rules of the American Arbitration Association in effect at the time a claim is initiated. The party initiating arbitration (“Claimant”) shall select an arbitrator and notify the other party (“Respondent”) in writing by Certified Mail/Return Receipt Requested of the nature of the claim and the arbitrator’s name. Respondent shall have twenty (20) days from receipt of the notice to select the second arbitrator and notify Claimant in writing via the same type of mail of the second arbitrator’s name and the nature of any defense. These arbitrators shall select, at their sole discretion, a third arbitrator to complete the panel. If a party fails to select an arbitrator timely, then a final decision in favor of the other party shall be entered by the latter’s arbitrator. Each arbitrator must be a lawyer with over ten (10) years’ experience or a retired judge. The arbitrators’ decision shall be by majority vote, final and binding. No party shall be awarded attorney’s fees or costs, whether or not taxable by a court or arbitrator(s) as costs. No action filed more than six months (6) months after the Enrollment Date shall be entertained by any arbitrator or court. For its failure to provide System Support, which lasts in excess of thirty (30) consecutive days, Splash Media shall only be ratably liable; although, if awarded, the total of all damages shall not exceed the purchase price paid hereunder. Any proceedings, whether or not consistent with this Agreement, shall be filed with and entered only by a court in Dallas, Texas, having jurisdiction thereof. User acknowledges that competing products and services are readily available and, therefore, waives any right to assert that this Enrollment Form is a contract of adhesion or that any provision of it is unconscionable.
Terms of Acceptance: Acceptance of the SipSocial/Splash Media U Terms of Service authorizes the use of SipSocial and Splash Media U training services for User’s sole, personal and private use only. SipSocial software and Splash Media U training materials shall at all times remain the property of Splash Media, and User is only being granted a “right to use” the proprietary software and training materials; this “right to use” may be revoked by Splash Media if any aspect of the SipSocial software or Splash Media U training services is used in any manner inconsistent with the Terms of Service. User does not have the authority to resell or otherwise transfer the License to any third party without the prior expressed written consent of Splash Media, and any such action becomes grounds for Splash Media to immediately revoke User’s License. User agrees that any use of the License not specifically permitted herein, is a potential breach of the License, and such unauthorized use could cause financial damages to the business interests of Splash Media. Any breach in the terms and provisions of the License may be considered by Splash Media to be an actionable offense. In such event, Splash Media may seek legal and financial remedies in a venue under the legal jurisdiction of the State of Texas at Splash Media’s sole discretion.