ECOMMERCE SERVICES

ECOMMERCE SERVICES

1. Description
of Service. Web Agency
Group LLC may make available for purchase, from time to time, a variety
of ecommerce packages or solutions, stand-alone eCommerce services, optional
add-on ecommerce services and ecommerce software, as published on a Web Agency Group LLC
website (collectively, “eCommerce Services”). The eCommerce Services include,
but are not limited to, shopping cart functionality, ecommerce templates,
storefront or ecommerce website design, support and hosting, order and payment
processing, inventory and product tracking and management, and website
analytical tools. Web
Agency Group LLC reserves the right to amend its eCommerce Services
offerings and to add, delete, suspend or modify the terms and conditions of the
eCommerce Services, at any time and from time to time, and to determine whether
and when any such changes apply to both existing and future customers.

2. Software
License and Proprietary Rights. During the term of this Agreement, Customer
will have a limited, revocable, non-transferable and non-exclusive license for
Customer to use the eCommerce Services, including but not limited to any
software, and related documentation solely for Customer to provide business
related services over the internet that are consistent with the terms and
conditions of this Agreement as well as any applicable state, federal, or
international law. Customer agrees that Customer and its agents will not: (i)
sell, lease, transfer, license or sublicense the eCommerce Services; (ii)
modify, change, alter, translate, create derivative works from, reverse
engineer, disassemble or decompile the eCommerce Services in any way for any
reason; (iii) provide, disclose, divulge or make available to, or permit use of
the eCommerce Services by any third party; (iv) copy or reproduce all or any
part of the eCommerce Services (except as expressly provided for herein); (v)
interfere, or attempt to interfere, with the eCommerce Services in any way;
(vi) engage in spamming, mail bombing, spoofing or any other fraudulent,
illegal or unauthorized use of the eCommerce Services; (vii) knowingly
introduce into or transmit through the eCommerce Services or any other services
any virus, worm, trap door, back door, timer, clock, counter or other limiting
routine, instruction or design; (viii) remove, obscure or alter any copyright
notice, trademarks or other proprietary rights notices affixed to or contained
within the eCommerce Services; (ix) engage in or allow any action involving the
eCommerce Services that is inconsistent with the terms and conditions of this
Agreement; or (x) cause, assist or permit any third party to do any of the
foregoing. No right, title or interest of intellectual property or other
proprietary rights in and to the eCommerce Services and/or other products,
services or software made available under this Agreement is transferred to
Customer hereunder. Web
Agency Group LLC, its wholly-owned subsidiaries and affiliates and its
Third Party Licensors (as defined below) retain all right, title and interests,
including, without limitation, all copyright, trade secret, intellectual
property and other proprietary rights in and to the eCommerce Services and/or
other products, services or software provided under this Agreement.

3. Audit
Rights. If a customer has purchased any Web Agency Group LLC software or has obtained FTP
access to the Web Agency
Group LLC software or other eCommerce Services, Web Agency Group LLC shall have the right,
during the term of this Agreement and for a period of twelve(12) months
thereafter to access your location and files to inspect your or your agent’s
use of the eCommerce Services, as well as computers and equipment used in
connection therewith. Customer shall cooperate fully with any such audit or
inspection. In the event that any audit shows any misuse, violation or breach
of the eCommerce Services or this Agreement, Web Agency Group LLC shall be entitled to pursue
any remedies available to it under this Agreement or otherwise at law or in
equity, and to or suspend, revoke, or terminate eCommerce Services if you are
still a Web Agency Group
LLC customer.

4. Availability,
Downtime and General Services. The parties acknowledge that since the
Internet is neither owned nor controlled by any one entity, Web Agency Group LLC
makes no guarantees that any given user will be able to access the eCommerce
Services at any given time. Web
Agency Group LLC shall not be liable to Customer for failure of
accessibility to the eCommerce Services or any potential or actual losses that
Customer may suffer from your inability to access or use the eCommerce Services
or your customer’s inability to access any websites that may be supported or
hosted by eCommerce Services. Web Agency Group LLC provides all eCommerce Services and any
software related to those services to you on an “as is” basis and does not guarantee
that the eCommerce Services or any related software has no errors, defects or
bugs or will function properly. Customer agrees that Web Agency Group LLC is not responsible in
any way for any malfunction or downtime in the eCommerce Services or related
software and any damage, injury or lost profits that may arise from such
malfunction or downtime. Web
Agency Group LLC makes no guarantee that the eCommerce Services that you
purchase will operate seamlessly and without error with your own hardware,
software or other services (including third party products) that Customer
currently uses. Web Agency
Group LLC makes no guarantees regarding system uptime, including but not
limited to, the uptime for hosting your store(s) on Web Agency Group LLC or third party
systems. From time to time, and as may be necessary to maintain such systems
and Web Agency Group LLC
hardware, Web Agency Group
LLC reserves the right to take its servers and other hardware offline
for repairs, upgrades or routine maintenance. Customer agrees and understands
that Web Agency Group LLC
eCommerce Services, including the hosting of a your store, may be dependent on
third party services that Web
Agency Group LLC cannot control. Customer expressly agrees that the
availability of those third party services may impact your eCommerce Services
and therefore does not hold Web
Agency Group LLC liable for any actions of a third party that may
adversely impact your eCommerce Services. Any uptime calculation or percentage
that is provided as a part of the eCommerce Services does not include routine
maintenance, unexpected downtime caused by network issues or third party
vendors, and occurrences that are outside the control of Web Agency Group LLC,
including but not limited to the Force Majeure occurrences outlined in this
Agreement. If you purchase eCommerce Design Services, you agree that you take
full responsibility for all content suggested or supplied to Web Agency Group LLC for
inclusion on web document(s), advertisement(s) or any form of media. Customer
is held legally liable for any such supplied content.

5. Fees
and Payment Terms. Fees for the eCommerce Services selected by you will be
on a pre-paid basis, due and payable at point of sale (meaning at the beginning
of the project) and then on a recurring basis, in advance of each billing
cycle, throughout the Term of the Agreement, unless another fee or payment
structure is mutually agreed to by you and Web Agency Group LLC in writing. You also agree to
pay any and all transaction fees and all other fees designated to be paid in
arrears based on the value of goods and services sold through your Website via
the eCommerce Services during the previous billing period in the following
month, and further in accordance with the invoicing and payment requirements.

6. Restrictions
on Use. You agree that you will not exceed the bandwidth or storage space
limits applicable to the eCommerce Services purchased, as set forth on our
Website. You agree that if you do exceed any such limits or otherwise engage in
any such activity, Web
Agency Group LLC, in its sole and exclusive discretion, may immediately
take corrective action, including, but not limited to, billing plan adjustment
and/or upgrade, assessment of additional fees and/or suspension, and/or
termination of your eCommerce Services. You agree that if your bandwidth and
storage space usage adversely affects other customers on our shared eCommerce
Services platform, Web
Agency Group LLC may adjust your billing plan and/or suspend or
terminate your eCommerce Services without liability. You agree that Web Agency Group LLC will
have no liability to you or any of your end users due to any corrective action
that Web Agency Group LLC
may take and that you will not be entitled to a refund of any fees paid in
advance prior to the corrective action.

6. Bandwidth Fees. Bandwidth overages will be incurred
for each Gigabyte (GB) of usage over your allotted plan amount. The fees are
applied by the following scale, which is subject to change at Web Agency Group LLC’s
sole discretion:

Excess
bandwidth usage cannot be purchased by you in advance. If you exceed your data
transfer limit in the last 24 hours of any given month, Web Agency Group LLC will not charge you
additional fees so long as the data transfer overage does not exceed 25GB. For
eCommerce Services, you agree that Web Agency Group LLC may automatically charge your credit card
for the bandwidth overage fees. You may opt-out of automatic charges to your
credit card by contacting Customer Service. If you opt out of the automatic
overage charges, you risk account suspension if you exceed your allotted
amount.

7. Terms
and Conditions of Web
Agency Group LLC’s Licensors. Customer acknowledges and agrees that
the eCommerce Services are provided, in some cases, by third party Licensors to
Web Agency Group LLC
(hereinafter “Third Party Licensors”). For all eCommerce Services that are
provided by Third Party Licensors to Web Agency Group LLC, Customer agrees with and shall abide by
all Third Party Licensor terms and conditions, if any. Such Third Party
Licensor terms and conditions are available upon request (the “Additional Terms
and Conditions”). Any Additional Terms and Conditions are in addition to and
supplement the terms and conditions provided in this Agreement. Customer
acknowledges and agrees that it will be subject to all Additional Terms and
Conditions and that all such Additional Terms and Conditions shall be
incorporated into this Agreement, to the extent those Additional Terms and
Conditions do not conflict with the terms and conditions of this Agreement, as
if set forth fully herein. Customer further agrees that it will be subject to
all Additional Terms and Conditions where Customer elects to add services to
its eCommerce Services package.

8. Changes
to Web Agency Group LLC
Licensors. Customer acknowledges that Web Agency Group LLC may, at its sole discretion,
change any Third Party Licensors that provide services under this Agreement, or
add or delete discrete services from the eCommerce Services. In the event that Web Agency Group LLC
changes Third Party Licensors, Web Agency Group LLC may provide Customer with notification of
changes in Third Party Licensors and refer Customer to information posted on Web Agency Group LLC’s
website relative to that change which shall become Additional Terms and
Conditions for the purposes of this Agreement.

9. MasterPass
Online Services. Customer further expressly agrees that in conjunction with
any use of any MasterPass Online services on your website and/or otherwise in
connection with the eCommerce Services, Customer agrees to the Additional Terms
and Conditions related thereto and located online here, and further authorizes Web Agency Group LLC to
accept such Additional Terms and Conditions on your behalf. Customer expressly
authorizes Web Agency
Group LLC to opt Customer in to the MasterPass Online services, and
should Customer be opted-in to any such services by Web Agency Group LLC, Customer shall have
the right to opt-out of such services by contacting Web Agency Group LLC by email.

10. Refunds.

There are no Refunds for any of our
services or products.

11. eCommerce
Store Builder. In conjunction with Web Agency Group LLC’s eCommerce Services, Web Agency Group LLC may
provide a software program (“Software”) that enables you to build an online
store (the “Store”) through which you can sell your products and services
online. Web Agency Group
LLC 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 “eCom Services”).

A. The
Agreement is effective upon your use of the Software, whereby subject to all of
the terms and conditions of this Agreement, Web Agency Group LLC will provide you with a
limited license to use the Software. Subject to the terms and conditions of the
Agreement, Web Agency
Group LLC shall grant to you a non­exclusive, non-transferable,
revocable, limited license to remotely access and use the Software on servers
operated by or for Web
Agency Group LLC (“Web
Agency Group LLC Servers”) through a Web Agency Group LLC website (the “Web Agency Group LLC
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 Web Agency Group LLC
Server on which several merchants may share the resources and network capacity
of that Web Agency Group
LLC Server. You authorize Web Agency Group LLC to 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 Web Agency Group LLC Site and activation of your eCom Services account and
you are solely responsible for maintaining the confidentiality of such password
and/or passphrase.

B. Upon
activation of your eCom
Services account and subject to the payment of applicable fees, Web Agency Group LLC will
also provide certain hosting, support and other eCom Services to you during the term of this
Agreement. Subject to payment of applicable fees, Web Agency Group LLC will provide design and
customization Services for your Store as provided herein and in accordance with
this Agreement and Web
Agency Group LLC’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 Web Agency Group LLC.

C. For the eCom Services and
Software license, Web
Agency Group LLC 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 eCom Services to be rendered to you by or on
behalf of Web Agency Group
LLC 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. Web Agency
Group LLC will debit all fees payable by you to Web Agency Group LLC directly from the
credit card or PayPal account designated by you when you register for your eCom Services account in
order to receive a license to the Software.

D. The license
for Software and eCom
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 online 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 online 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.