TERMS AND CONDITIONS GOVERNING THE USE OF IPHONE MICROSITE’S PRODUCTS AND SERVICES

THIS AGREEMENT, by and between IPhone Microsites LLC, a Nevada Limited Liability Company, with offices located at 1133 Broadway, Suite 706, New York, NY. 10010 (hereinafter “IPM”) and the Party or Parties executing this Agreement on behalf of themselves and/or the entity purchasing IPM’s services and products (hereinafter “Buyer”), the Buyer and IPM, (sometimes hereinafter referred to individually as the “Party” and collectively as the “Parties”), hereby agree that the following shall constitute the Terms and Conditions governing Buyer’s use of IPM products and Services.

R E C I T A L S

WHEREAS, IPM offers design, development and deployment services and products to customers and businesses for the purpose of enabling them to present an iPhone optimized website to their internet visitors.

WHEREAS, Buyer desires to purchase certain products and services offered by IPM that relate to optimizing Buyer’s website, enabling it to more effectively accommodate internet visitors accessing said website via an iPhone.

NOW THEREFORE, In consideration of these premises and of the mutual promises made, Buyer hereby purchases and IPM hereby sells to Buyer the Program of Services and Products described in “Buyer’s Project Agreement” (more fully set forth below), subject to the following terms and conditions:

1. Definition of the “Service”. As used herein, the term the “Service” shall mean all design, development and deployment services and products offered by IPM to individuals and companies for the purposes of providing an iPhone optimized website to internet visitors who access Buyer’s website via an iPhone.

2. Terms and Conditions of Buyer’s use of the Service. Buyer acknowledges that the Service is provided to Buyer on an AS IS and AS AVAILABLE basis. IPM disclaims all responsibility and liability for the availability, timeliness, security or reliability of any client software which is residing on any environment not under IPM’s direct control.

a. Buyer must be at least thirteen (13) years of age to use the Service.

b. IPM reserves the right to refuse Service to anyone at any time, without notice, for any reason. In the event of a dispute or unresolved discrepancy between the Parties, IPM reserves the right to modify, suspend or discontinue the Service to Buyer, with or without notice, without incurring any liability whatsoever to the Buyer.

3. Definition of “Buyer’s Project Agreement”. As used herein, Buyer’s Project Agreement shall mean the specific agreement between the Parties that sets forth the kind, scope, terms and cost of IPM products and/or services being purchased, after discussions between the Parties and/or their representatives have established Buyer’s project objectives.

4. Payment for the Service. Buyer shall pay IPM the amount agreed for the Service in accordance with the terms and conditions set forth in “Buyer’s Project Agreement”.

5. Buyer’s Responsibility. Buyer agrees that it shall be responsible for its own use of the Service, and for any consequences thereof. Buyer agrees that it will use the Service in compliance with all applicable local, state, national, and international laws, rules and regulations, including any laws regarding the transmission of technical data exported from Buyer’s country of residence and all United States export control laws.

a. Violation of any of the foregoing may result in immediate termination of this Agreement, and may subject Buyer to state and federal penalties and other legal consequences.

b. IPM reserves the right, but shall have no obligation, to investigate Buyer’s use of the Service in order to (1) determine whether a violation of the Agreement has occurred or (2) comply with any applicable law, regulation, legal process or governmental request.

6. IPM Privacy Policy. As a condition of using the Service, Buyer agrees to the terms of IPM’s Privacy Policy, (which may be updated from time to time), as expressed in the most recent version existing at the time of Buyer’s use. Buyer agrees that IPM may access or disclose Buyer’s personal information, including the content of Buyer’s communications, if IPM is required to do so in order to comply with any valid legal process or governmental request (such as a search warrant, subpoena, statute, or court order), or as otherwise provided in IPM’s Terms of Service and the general IPM Privacy Policy. Personal information collected by IPM may be stored and processed in the United States or any other country in which IPM or its agents maintain facilities. By using the Service, Buyer consents to any such transfer of information outside of Buyer’s country.

7. General Practices Regarding Use and Storage. Buyer agrees that IPM has no responsibility or liability for the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Service. Buyer shall be responsible for maintaining current backups of all of its own important data. IPM maintains its own data backup system for any given project in the event of disaster; however, IPM does not guarantee the availability or restoration of any of Buyer’s lost data. Should Buyer request restoration of any lost data, assuming it exists, a minimum fee of $125.00 per hour will be charged for this restoration service. In the event that Buyer’s data loss was IPM’s fault, IPM will waive all fees associated with its restoration. IPM retains the right to create limits on use and storage at its sole discretion, at any time, with or without notice.

8. Upgrades/Customizations. Outside of the products and services included in Buyer’s Project Agreement or any additional services or customizations that Buyer will have purchased from IPM, Buyer shall be responsible for any upgrades or customizations it makes to IPM’s packages. In the alternative, Buyer may arrange to have IPM make these customizations on Buyer’s behalf. IPM will only reinstall IPM packages to their original state unless IPM has made the modifications. Buyer will be responsible for restoring it’s own personalized content if Buyer has made any modifications. Buyer is hereby advised to keep data backed up whenever possible.

9. Third-Party Content of the Service. IPM takes no responsibility for third-party content (including, without limitation, any viruses or other disabling features), nor does IPM have any obligation to monitor such third-party content. IPM reserves the right at all times to remove or refuse to distribute any content on the Service that is illegal, immoral or otherwise violates IPM approved content parameters or the terms of this Agreement. IPM also reserves the right to access, read, preserve, and disclose any information as it reasonably believes is necessary to (a) satisfy any applicable law, regulation, legal process or governmental request, (b) enforce this Agreement, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security or technical issues, (d) respond to user support requests, or (e) protect the rights, property or safety of IPM, its users, its products and the public. IPM shall not be responsible or liable for the exercise or non-exercise of its rights under this Agreement.

10. Buyer’s Intellectual Property Rights. IPM claims no ownership or control over any content submitted, posted or displayed by Buyer on or through IPM services. Buyer or a third party licensor, as appropriate, shall retain all patent, trademark and copyright to any content Buyer submits, posts or displays on or through IPM’s services and Buyer is responsible for protecting those rights, as appropriate. By submitting, posting or displaying Content on or through IPM services which are intended to be available to the members of the public, Buyer grants IPM a worldwide, non-exclusive, royalty-free license to reproduce, publish and distribute such Content for the purpose of promoting and distributing IPM’s services. IPM furthermore reserves the right to refuse to accept, post, display or transmit any Content in its sole discretion.

a. Buyer represents and warrants that it has all of the rights, power and authority necessary to grant the rights granted herein to any Content submitted.

11. IPM Intellectual Property Rights. Buyer acknowledges that IPM owns all right, title and interest in and to the Service, including all intellectual property rights (the “IPhone Microsites Rights”) from which the project was derived. IPM’s Rights are protected by U.S. and international Patents, Copyrights and Intellectual Property laws. Accordingly, Buyer agrees that it will not resell any products or services derived from the Service. Buyer may copy, reproduce, alter or modify the service based on the terms of the particular Package purchased, providing it is used in context of the project for which it was originally intended. IPM Rights do not include third-party content used as part of the Service, including the content of communications appearing on the Service. Open source licenses included with any package apply in conjunction with IPM license terms.

12. Best Practices. IPM will use its best efforts to maintain its best practices and ensure that its services and products are secure and free of exploits and vulnerabilities. IPM strives to use the most stable software versions and technology solutions in its projects. As a result, some software or solution IPM has deployed or may deploy, may not always be the latest version available. IPM cannot be responsible for any modifications made to the project framework after Buyer’s project is live. IPM will monitor and maintain all aspects of its current software systems and technology solutions. If a project error occurs, IPM will do its best to address the error as soon as humanly possible. IPM maintains an inventory of replacement components, and/or service contracts with software vendors to ensure that faulty software can be replaced in timely manner.

13. Use Of Open Source Software. Portions of Buyer’s project may be based on Open Source solutions, and as such, are bound by the support and licensing terms of each specific package. IPM will, at its own discretion, make every effort to keep these technology solutions up to date and address any issues that may arise. By their very nature, open source software may have bugs or not function as intended. IPM will make every effort to deploy Buyer’s project using the most stable version of the software, however, Buyer agrees that IPM shall not be held liable for any damages arising from Buyer’s use of the software. After the package purchased hereunder is deployed and working, for three years from the date of purchase, IPM will address future functional issues on an hourly basis at the rate of $125.00 per hour.

14. No Resale of the Service. Unless expressly authorized in writing by IPM, Buyer agrees not to reproduce, duplicate, copy, sell, trade or resell for any commercial purposes, any portion of the Service. Buyer is authorized to modify and update the software to add additional content or features for its own use, but IPM shall not be responsible for these modifications or any ramifications therefrom should Buyer choose to make them.

15. Publicity. Any use of IPM’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features (”Brand Features”), including “IPhone Microsites,” “IPhonemicrosites.com,” “iPhone Microsites,” and “imicrosites.com,” must be in compliance with this Agreement and in compliance with IPM’s then current Brand Features use guidelines, and any content contained or referenced therein, which may be found at the URLs set forth in this paragraph (or such other URL IPM may provide or use from time to time).

16. Representations and Warranties. Buyer represents and warrants that (a) all of the information provided by Buyer to IPM in order to participate in the Service is correct and current; and (b) Buyer has all necessary rights, powers and authority to enter into this Agreement and to perform the acts required of Buyer hereunder.

17. System Access. For the purposes of Auto-detection of iPhone visitors, and other requirements, access Buyer’s website file structure to make modifications to source files or system configurations specific to Buyer’s project will be required. Buyer may make these modifications itself or through an individual or corporation authorized to do so on Buyer’s behalf. IPM will be available to assist in this process. If IPM is authorized by Buyer or its representatives to access the web site’s file structure for any reason, Buyer shall indemnify and hold IPM harmless for any and all damage that might occur during or as a result of this process, regardless of how remote the possibility. All necessary steps will be outlined and agreed to by the Parties prior to the occurrence of any such action.

18. Operation of common services. IPM will monitor and ensure that all basic services are operational and working on the latest iPhone and iPod Touch firmware, and support prior versions of the firmware as applicable based on Buyer’s project requirements. IPM will gladly perform periodic manual checks for Buyer, at IPM’s discretion, in the event Buyer believes its Service is not working as intended. IPM does not guarantee that the Service will work with future versions of the firmware, operating system or any other products that may come out after the project outline has been completed, although, IPM will make every effort to ensure that Buyer’s project is created in a standards-compliant manner based on the current technology standards at the time the Service is rendered. IPM will use its best efforts to provide upgrades and make adjustments in support of future technologies, should they exist, based on the rates set forth in Buyer’s Project Agreement.

19. Indemnification. Buyer shall indemnify and hold harmless, IPM and its subsidiaries, affiliates, officers, agents, and employees from and against any and all third-party claims arising from or in any way related to Buyer’s use of the Service, including any liability or expenses arising from claims, losses, damages (actual and consequential), suits, judgments, litigation expenses and attorneys’ fees, of every kind and nature. In such event, IPM will provide Buyer with written notice of such claim, suit or action.

20. Term. This Agreement shall commence as of the date payment is received by IPM and the Buyer’s “Three Day Cancellation” option hereunder has expired. The Agreement shall remain in full force and effect, unless sooner terminated as provided for herein, until all of the products and services purchased hereunder have been delivered to Buyer by IPM and all protective covenants articulated herein have ceased to be matters of issue between the Parties.

21. Waiver and Separability. The failure of IPM to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The provisions of the Agreement shall be deemed separable. Therefore, if any part or provision of the Agreement is rendered void, invalid or unenforceable in any jurisdiction in which the Agreement is performed, then such part or provision shall be severed from the remainder of the Agreement only as to such jurisdiction. Such severance shall not affect the validity or enforceability of the remainder of this Agreement unless the part or parts that are void, invalid or unenforceable as aforesaid shall substantially impair the value of the whole Agreement to a Party.

22. Statute of Limitations. Buyer agrees that any statute or law to the contrary notwithstanding, any claim of liability or other cause of action against IPM, arising of or related to the use of IPM services or its Terms of Service, must be filed within one (1) year after such claim or cause of action shall have first occurred or be forever barred from recovery against IPM.

23. Jurisdiction. These Terms of Service will be governed by and construed in accordance with the laws of the State of New York, without giving effect to its conflict of laws provisions or Buyer’s actual state or country of residence. Any claims, legal proceeding or litigation arising in connection with the Service will be brought solely in the City of New York, State of New York if in state court and in the Eastern District of New York if in Federal Court, and Buyer expressly consents to the jurisdiction of such courts.

24. Copyright Information. It is IPM’s policy to respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act. If Buyer believe that its copyright has been infringed on the Service, please contact support@iphonemicrosites.com for information on how to file or respond to a notice of infringement.

25. Maintenance, support or additional work. The Service can be extended to add additional content, services or provide support for maintenance and upgrades. The terms of payment for these additional items must be agreed between the Parties in writing, on a per project basis, prior to the commencement of any additional work.

26. Hosting - IPM will either host Buyer’s project during development, or Buyer may choose to host the files on its own server. IPM provides complimentary hosting during the development process, through Media Temple’s grid Service package. Buyers are welcome to utilize this feature during development of their Service. Once development is completed, Buyer is responsible for hosting its own finished project, or in the alternative, making hosting arrangements with IPM.

27. Content transfer - IPM will provide FTP access to transfer Buyer’s files, Buyer may email or otherwise deliver them to IPM, or IPM can copy the content off Buyer’s website. IPM and Buyer shall address these options during the project outline.

28. Force Majeure. No Party shall be considered in default or be liable for any delay in performance or for any non-performance caused by circumstances beyond the reasonable control of such Party, including but not limited to acts of God, explosion, fire, flood, accident, strike or other labor disturbance, war (whether declared or not), sabotage, order or decree of any court or action of any governmental authority, or other causes, whether similar or dissimilar to those specified, that cannot reasonably be controlled by the Party who failed to perform.

29. CANCELLATION

BUYER MAY CANCEL THIS AGREEMENT, WITHOUT ANY PENALTY OR OBLIGATION, WITHIN THREE DAYS AFTER THE DATE PAYMENT OF “BUYER’S PROJECT AGREEMENT” IS RECEIVED BY IPM. IF THE AGREEMENT IS CANCELLED, ANY PAYMENTS MADE WILL BE RETURNED TO BUYER WITHIN TEN BUSINESS DAYS THEREAFTER. IF BUYER FAILS TO CANCEL THIS AGREEMENT WITHIN THREE DAYS, THE SALE SHALL BE FINAL. ALL DIGITAL DOWNLOADS ARE NON-REFUNDABLE AND NO REFUNDS SHALL BE ISSUED FOR DIGITAL DOWNLOADS AFTER THE FILES HAVE BEEN PROVIDED.

TO CANCEL, BUYER MUST NOTIFY SELLER BY MAIL OR EMAIL ON OR BEFORE MIDNIGHT OF THE THIRD DAY AFTER THE DATE OF PAYMENT. NOTICE MAY BE SENT BY MAIL TO: IPHONE MICROSITES LLC, 1133 BROADWAY, SUITE 706, NEW YORK, NY 10010, OR BY EMAIL AT support@iphonemicrosites.com with the words “cancel” in the subject line. CANCELLATION NOTICE SHOULD INCLUDE THE NAME, ADDRESS AND TELEPHONE NUMBER OF BUYER, DESCRIPTION OF THE PROJECT, TOTAL AMOUNT PAID AND THE DATE AND DESCRIPTION OF PAYMENT, (Credit Card, etc.).

30. Entire Agreement. This document fully sets forth the terms and conditions relating to the subject matter herein and shall govern Buyer’s use of the Service, superseding all prior agreements and understandings, and no other Agreement, written or oral, shall be of any force or effect. In the event Buyer uses or purchases other or different IPM services, affiliate services, third-party content or third-party software, Buyer agrees to be subject to the additional terms and conditions of service that may apply to those products and services at the time purchased.

Buyer has read the above terms and conditions and acknowledges that it has been provided an opportunity to consult with legal counsel prior to agreeing to same.

By using this website to purchase any product, buyer agrees to the Terms and Conditions of sale.

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