Service Terms

Saltwater Digital Pty Ltd

Effective Date: March 10, 2023

This web page represents a legal document and forms part of the Terms and Conditions for the provision of our various Plans and Services (Service Agreement).

By purchasing our Plans and Services and your use of any of Our Services you agree to fully comply with and be bound by the following Service Terms.

Changes To the Service Terms

Saltwater Digital may make changes to the Service Terms at any time. From time to time, Saltwater Digital may amend this Agreement, in its sole discretion, by posting updated versions at https://www.saltwaterdigital.com.au/services-terms and notifying you by electronic mail at least 7 days prior to any such changes ("Notice Period") and may also provide similar notices on the Saltwater Digital Site. All modifications to the Agreement shall become effective immediately following the Notice Period, or earlier as described below. You may terminate your Service Agreement before the expiry of the Notice Period. By continuing to use our services, including the provision of your website content management system and hosting (where this forms part of your services with us), by requesting new websites, functionalities, or Services after Saltwater Digital has updated the Terms, You agree to all the updated Terms. You also acknowledge and agree that these Terms may be superseded by expressly-designated legal notices or terms located on particular features of the Service (“Additional Terms”) that we may make available from time to time through our internet properties, including any applicable limitations on damages and resolution of disputes. These expressly-designated legal Additional Terms are incorporated into these Terms and supersede the provision(s) of these Terms that are designated as being superseded.

Definitions

The terms “us”, “we”, and “our” refer to Saltwater Digital Pty Ltd the owner of these Website and here after referred to as [Our Company]. A “Client” is someone who has a current Service Agreement with us. The term "Service" refers to any service, plan or products we sell or give away.

Acceptance of Agreement

This Agreement is between you and Saltwater Digital Pty Ltd.

THIS AGREEMENT CONTAINS WARRANTY DISCLAIMERS AND OTHER PROVISIONS THAT LIMIT OUR LIABILITY TO YOU. PLEASE READ THESE TERMS CAREFULLY AND IN THEIR ENTIRETY, AS USING AND ACCESSING OUR SERVICES CONSTITUTES ACCEPTANCE OF THESE SERVICE TERMS. IF YOU DO NOT AGREE TO BE BOUND TO EACH AND EVERY TERM SET FORTH HEREIN, PLEASE NOTIFY US VIA EMAIL IMMEDIATELY TO TERMINATE YOUR SERVICE AGREEMENT WITH US.

Privacy Policy

Our Privacy Policy is considered part of this Agreement and is available on this website. You may review our Privacy Policy by clicking on this link. If you do not accept and agree to be bound by all the terms of this Agreement, including the Privacy Policy, do not use our Services.

Contractual Relationship

You represent and warrant that You are of age under the laws of Your jurisdiction (the Services are not designed for or directed at children. For more information please refer to our Privacy Policy) and lawfully able to enter into contracts. If You are not legally able to enter into contracts, You may not use the Services at any time or in any manner or submit any information to Saltwater Digital or the Services. If You are entering into this Agreement on behalf of a business entity, You represent and warrant that You have the legal authority and capacity to bind such business entity. If You are not authorised nor deemed by law to have such authority, You assume sole personal liability for the obligations set out in this Agreement.

All Services & Plans

The following terms apply to all services and plans including website management, SEO, Ad management and other marketing services as per your Service Agreement.

Availability
Unless otherwise specified or agreed to, Saltwater Digital will provide their services to Clients from Monday through Friday, 8.30 am and 4 pm Brisbane, Queensland, Australia Time (AEST). This time excludes any bank or otherwise national holidays. Urgent Client support requests are received, triaged and managed outside of hours as required.

Communication

Email or Text are the primary means of communication between Saltwater Digital and our Clients. Facebook Messenger is not a preferred communication channel, and while you are welcome to message us here, please be aware that this channel may not be seen or responded to promptly. We are available for Video or Phone meetings if scheduled at least 24 hours prior. Cancellation of any scheduled Video or Phone meeting by You with Us requires a minimum of 2 hours advance notice.  You agree to our Meeting Cancelation Fee when booking a video or phone call meeting.

Meeting Cancellation Fees
Our time and expertise are the core of our business and have a specific hourly rate associated with them. We will invoice you a cancellation fee of $50AUD in the event of any late cancellation or no-show to a scheduled video conference or voice call meeting with us. 

Confidentiality

We will keep your Business information confidential. Saltwater Digital agrees not to disclose identifiable information about your business without your consent. We may request permission from you to reproduce and/or disseminate testimonial(s) and/or results describing or otherwise referencing, either directly or indirectly, your experience working with the Service Provider, including any specific results experienced by you over the course of an Engagement. You agree and acknowledge that the Service Provider may use your public digital marketing channels and any public written statements you publish to social media accounts and online forums, as well as any statements and/or images captured or otherwise recorded and shared publicly by you during or after this Engagement. 

Fair Use

Our time and expertise is valuable. To ensure we are able to service all our clients effectively we have a Fair Use policy.

• Consulting Time - Our fair use policy allows for a limit on video or voice call Consulting each month under your Service Agreement. Unused video or voice call time does not roll over. (Additional Consulting time may be purchased each month on an hourly rate basis). 
• Website Content Updates - Where your Service Agreement provides for included content support for your website our fair use policy allows for up to 12 website change requests to your website content and pages annually - typically changes to layout, pictures, text, banners, icons, blogs.  You may request up to 10% of your total website to be changed at any one time. Change requests may be used at any time through out the current Term of your Agreement, but do not roll over. (Additional Website Content Update Support may be purchased as needed on an hourly rate basis).

Non-Disclosure

Saltwater Digital will not directly or indirectly disclose to any person other than a representative of Client at any time, either during the term of your Service Agreement or following the termination or expiration thereof, any confidential or proprietary information pertaining to the Client, including but not limited to customer lists, contacts, financial data, supply sources, business opportunities for new or developing business, plans and models, or trade secrets.

Payment
When you place your order, the first monthly payment and a setup fee (if applicable) are taken immediately. This will ensure your job is set up and work can begin. The client agrees to make payment in accordance with their Service Agreement and Payment Terms. Payment services, including without limitation payment processing, may be handled directly by us or by online third parties. Where a third party handles a payment, the payment is subject to the terms of use and privacy policy of such third party (including among others payment methods, tax liability, collection and use of Your Personal Data, and support levels). We recommend that you review the terms of use and privacy policy of such third parties before submitting any Personal Data and using such third parties' services.

Payment Options

MasterCard, or VISA are accepted and payment is processed through our merchant account with Stripe on invoice.

Late Payments (General)
Payments not received by the due date will result in a late fee notification and a cessation of work. All invoices are due within 7 days from the invoice date. A Late Fee of $15.00 will be charged on invoices more than 7 Days in arrears. Saltwater Digital reserves the right to pause or cancel all 3rd party services in relation to your services, at any time after the non-payment of an invoice by the due date. This may have the effect of limiting or stopping your services, or access to services, until all past due balances are paid. We reserve the right to refuse completion or delivery of work until past due balances are paid. Additionally a $15 fee or percentage of the balance owed based on the current Australian Consumer Price Index (CPI), whichever is greater, will be assessed and applied to unpaid balances every fourteen (14) days thereafter.

NSF Fees

There is a $40 NSF (insufficient funds) fee for declined or returned payments.

Lien
All material or property belonging to Client, as well as work performed, may be retained as security until all just claims against Client are satisfied.

Billing

All billing (including invoices, statements, and estimates), reports are provided as a convenience to Client at the discretion of Service Provider.

Delivery

Completed projects are delivered via Google docs or by means as requested and communicated between the parties.

Agreement Term/Expiry

At the term of your Service Agreement, in the absence of any notice from either party, and unless a specified End Date is clearly stated in the Agreement details, the Service Agreement shall be automatically renewed for the Services and for a Term equivalent to the initial term of the original Service Agreement. This shall be binding on all parties subject to the relevant Terms & Conditions.

Service Fees

Saltwater Digital reserves the right to establish the Service Fee for every Plan or Service We offer. The Service Fee listed in your Service Agreement is correct for your Service or Plan as at the Agreement start date. We may change the Service Fee of any Plan or Service at any time, at our sole discretion. We reserve the right to begin charging a Service Fee for a Plan or Service that was previous offered for free. If We decide to increase the Service Fee of a Plan or Service for which You have a current Service Agreement, We will make every effort to communicate this pricing change to You via email. We do not need to notify You if We decide to change the Service Fee of a Plan or Service for which You do not have a current Service Agreement.

Taxes

You are and shall be fully responsible for the payment of any taxes that apply to Your use of our Services.

Acceptance of Work

Client assumes full responsibility for acceptance of work or services performed and agreed upon, as well as final proofreading and accuracy. Service Provider is not responsible for errors or omissions.

Materials and Information

Client will provide all content, outlines, photos, product images, etc., necessary for any projects. Source material must be clear and legible. Client is responsible for furnishing all pertinent information, and for furnishing accurate, truthful, and complete information necessary for Service Provider to perform or complete the contracted services or project.

Website Services

We provide various website solutions and products for Our clients, including but not limited to the following, each included as part of the Services that We offer: Responsive Website Builder (conversion and creation of responsive websites that work on desktop, tablet and mobile), Mobile Website Builder (mobile website conversion from existing desktop websites and mobile website creation), the Saltwater Digital API (application programming interface for Responsive Website Builder and Mobile Website Builder), and the Saltwater Digital App Store (a platform providing access to applications and services developed by a third party). You may use the Services for Your personal use or internal business use in the organisation that You represent, so long as You are in compliance with all provisions of this Agreement.

In connection with Your use of the Site or the Services, You may be made aware of services, products, offers and promotions provided by third parties. Portions of the Services provided by third parties may be subject to such entity’s terms and conditions, and Your use of such entity’s services is subject to and conditioned upon Your acceptance of such additional terms and conditions. If You decide to use such third-party services, You are responsible for reviewing and understanding the terms and conditions governing such third-party services, and acknowledge that the third party is responsible for the performance of such services. (Please see Third Party Services)

In providing the Services, We obtain and rely on certain information from third parties and third-party software and applications. We cannot guarantee the accuracy or completeness of data provided by third parties.

It is Your obligation to ensure that You fully comply with all applicable laws, regulations and directives with regard to the use of the Site and the Services. For the avoidance of doubt, the ability to access Our Site or the Services does not necessarily mean that Your use thereto are legal under relevant laws, regulations and directives.

General Public License
All of the Saltwater Digital Services and associated code including but not limited to images, HTML, cascading style sheets, and JavaScript elements are released under the “Saltwater Digital Proprietary Use License” and any third-party Proprietary Use License we chose to engage to provide the services.

(a) Saltwater Digital Proprietary Use License. All other Saltwater Digital Services and associated code are released under this Agreement, which Terms comprise the “Saltwater Digital Proprietary Use License”. The Saltwater Digital Proprietary Use License is a GPL compatible license that applies to the images, cascading style sheets, JavaScript files and all other code produced by Us and contained in the Services. These elements are the copyrighted intellectual property of Saltwater Digital and/or the third-party providers we choose to engage, and may not be redistributed, repackaged or used in any fashion other than as provided and explicitly set forth in this Agreement. Any violation of the Saltwater Digital Proprietary Use License may result in suspension or termination of Your account and You may be refused any and all current or future access to and use of the Services.

(b) Your Grant of Licenses to Us. By accessing the Site or using a Service, You hereby grant to Saltwater Digital a world-wide, royalty-free, transferrable, sub-licensable and non-exclusive license to use, reproduce, modify, adapt and publish the Content for the purpose of, including but not limited to, displaying, distributing and promoting Your website(s), sharing or promoting Saltwater Digital or a Service, and storing it on Our servers or such third-party providers as we choose. This license exists only for as long as You continue to be Our client and shall be terminated only upon receiving written notice from You.

Your use of the Services on the Site or from a Non-Saltwater Digital Access Point that enables You to access and use the Services, including without limitation any offerings, programs, files, images, and data is licensed to You by Us or third-party licensors for Your personal use, commercial use or internal business use in the organisation that You represent. You shall keep intact all copyright and other proprietary notices and Your use of such Service is strictly subject to the terms of this Agreement and any agreement accompanying the Software.

Content

We do not own nor do We claim ownership of the content submitted to be included in and/or displayed on Your responsive website, mobile website or included/displayed in any other Service (as between you and us, “Your Content”). Your Content includes, but is not limited to: information, data, text, software, music, sound, photographs, graphics, video, messages, goods, products, services or other materials included on any site you host via the Service. You are responsible for all of Your Content that is uploaded, posted, transmitted or otherwise made available via Our Services. We do not control Your Content or any Content You post via Our Services and You are responsible for any such Content that may be lost or unrecoverable through use of the Services. Saltwater Digital will provide You with a website backup service to backup and archive your content frequently.

Saltwater Digital’s Services allow You to import or link certain Content hosted on third-party websites into the Services. This third-party Content isn’t owned by Saltwater Digital, and thus if it is no longer available or accessible to a user, then those portions of Your creation that reference such third-party Content will not work.

The Services we provide may include the ability to embed images, animations, videos, audio, fonts, and other Content owned or provided by You or other third parties into the Services. The use of such third party Content shall be subject to the compliance with the provisions of these Terms and if applicable, the terms of use and/or end user license agreement provided by the third party owning or providing the third-party Content.

Saltwater Digital does not warrant that any Content embedded in a website, either generated via automatic import, or placed manually by You, is licensed for use in Your jurisdiction. You are responsible for ensuring You have the appropriate licenses, usage rights or meet the requirements for Fair Use, and/or other laws and rights in Your jurisdiction, that may be required for using any Content.

Through Our Services, We may provide certain Content that is subject to proprietary rights of third parties. Saltwater Digital shall have the right, at any time, at is sole and exclusive discretion to remove such Third-Party Content from the Services and/or disable access to Third-Party Content.

The following restrictions apply to all images made available to You via the Service.

You shall not use any image:

• except solely as incorporated into your responsive website, mobile website, Web Personalisation created using the Service.
• together with pornographic, defamatory, or unlawful content or in such a manner that it infringes upon any third party’s trademark or intellectual property rights.
• portraying any person depicted therein (a "Model") in a way that a reasonable person would find offensive, including but not limited to depicting a Model: a) in connection with pornography, "adult videos", adult entertainment venues, escort services, dating services, or the like; b) in connection with the advertisement or promotion of tobacco products; c) as endorsing a political party, candidate, elected official, or opinion; d) as suffering from, or medicating for, a physical or mental ailment; or e) engaging in immoral or criminal activities.
• as a trademark, service mark, or logo.

By using the Services, You may be exposed, and hereby assume all associated risks of being exposed, to Content that You may find offensive, indecent, harmful, inaccurate, deceptive or objectionable. Under no circumstances will We be liable for Your Content or the Content of any third party, including, but not limited to, for any errors or omissions in Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, transmitted or otherwise made available via the Service. You acknowledge that We do not pre-screen Content, but that We shall have the right (but not the obligation) to refuse, move or delete any Content that is available via the Service. We shall also have the right to remove any Content that violates these Terms or is otherwise objectionable in Our sole discretion. You bear all risks associated with the use of any Content. You acknowledge and agree that We may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any Content violates the rights of third parties; or (d) protect Our rights, property, or personal safety and those of Our users and the public.

Saltwater Digital SHALL HAVE THE RIGHT TO DISABLE THE ACCESS TO ANY CONTENT AND/OR DELETE IT AT ITS SOLE AND EXCLUSIVE DISCRETION, WITH NO LIABILITY TO Saltwater Digital, AND YOU SHALL NOT BE ENTITLED TO ANY REIMBURSEMENT OF ANY AMOUNT PAID BY YOU.

Registration and Account Management

Some functions of the Services require registration, and as part of the process You will be requested to provide certain information, including among others: Your name, email address, company name, field of business and website URL (“Registration Data“).

The scope of information we collect is described in this section, and with regard to Personal Data, in the Personal Data section and our Privacy Policy, which forms part of this Agreement. If You wish to access or manage any of your Content and/or information, including your Personal Data, You may do so at any time by contact Us directly via admin@saltwaterdigital.support.

By using the Services, You agree to:

• Provide true, accurate, current and complete Registration Data as prompted by the registration process;
• Maintain and promptly update the Registration Data to keep it accurate, current and complete;
• Maintain the security and confidentiality of Your password and any other security or access information used by You to access the Site or Services;
• Ensure that You log out of the Services at the end of each session using the Services.
• Refrain from transferring Your user account on the Services to any other party without Our prior written consent (for more information, please see the "Transfer of Accounts and Sites" sub-section below);
• Refrain from impersonating any person or entity or misrepresent Your identity or affiliation with any person or entity, including using another person's username, password or other Registration Data; and
• Immediately notify Us in writing if You become aware of any loss, theft or use by any other person or entity of any of Your Registration Data in connection with the Site or the Services or any other breach of security that You become aware of involving or relating to the Site.

You represent that any communications and all other activities through use of Your Registration Data were sent or authorised by You, and You agree and understand that You are fully responsible for all activities that occur under Your Registration Data.

The sending of unwanted messages from one user to another is strictly forbidden. Personal Data of another user obtained through Your use of the Site or the Services may only be used by You for the purpose for which such information was provided to You and strictly in accordance with this Agreement, or otherwise subject to such user’s prior written consent.

We may, in Our sole discretion and without liability to You or any third party, suspend or terminate Your account and refuse any and all current or future access to and use of the Services (or any portion thereof). Grounds for such termination may include, but are not limited to, extended periods of inactivity, loss, theft or unauthorised use of Your Registration Data, violation of the letter or spirit of this Agreement, violation of the USER CONDUCT guidelines (clause 10), providing content including without limitation Registration Data that is inappropriate or offensive in Our discretion, or if We have reasonable grounds to suspect any of the Registration Data that You provided is inaccurate, not current or incomplete.

You declare that by providing Your Registration Data to Us, You hereby consent to, Us sending, and You receiving, by means of telephone, facsimile, SMS or e-mail, communications containing content of a commercial nature relating to Your use of the Site, the Services and related services, including further information and offers from Us that We believe You may find useful or interesting, such as newsletters, marketing or promotional materials. We shall immediately cease to send any such further communications should You notify Us in writing that You do not wish to receive such commercial content anymore.

Password Management

We use a third party password security tool to keep your passwords and data safe and manage our access to your online marketing accounts and assets. We reserve the right to change our method and/or our third party provider of such services at any time, at our sole discretion. Saltwater Digital at our discretion, will provide you with a Client User Account under our Enterprise Account for your use. Your password and account information is under your control at all times and you may choose to share or restrict our access to your  information within your Client User Account at any time. 

Google Terms and Conditions

As part of delivering your Services to you we may access Google Tools or create Google properties on your behalf including but not limited to Google Accounts, Google Emails, Google Business Profile, Google Analytics Properties, Google Search Console Properties, Google Ad Accounts, Google Maps, Google Forms, Google Calendars.  Where we set up these Google accounts, tools or properties We will accept, on your behalf, all Terms and Conditions for your relevant country of business operations in relation to these Google Services.  If you do not agree to Google's various Terms and Conditions you should advise us in writing of this.  This may have the effect of ending the provision of certain services to you. We accept no liability for any impact to your business as a result of ending the provision of specified Google services on your advice.

3rd Party Services

As part of your Services Saltwater Digital, at our descreetion, may utilise; provide you Access to; or create a Client User Account for you to access 3rd Party provider services We pay for.  These include, but are not limited to Password Management Tools; Document & File Storage & Folders; Analytics & Reporting Tools; Graphic Design Tools; Marketing Research Tools; Lead Generation Tools. Access to these services is provided to you at our sole descretion. This means that we may make changes, restrict or remove your access to view, access or manage any data, tools or services at any time.  Saltwater Digital reserves the right to change providers, or to cease providing any 3rd Party tool We pay for at our sole discretion. If we decide to make a change that will impact on your use of our 3rd party services, We will make every effort to contact you via email to let you know about the changes and how they will impact you. We recommend maintaining your own backup copies of any important documents, assets, information or data stored in our 3rd party provider services at all times. Where you choose to access third party provided service we pay for your use is subject to the terms of use and privacy policy of such third party (including among others use of Your Personal Data, and support levels). We recommend that you review the terms of use and privacy policy of such third parties before deciding to submitting any Personal Data and using such third parties' services. In the event of a wind up of your services with us, you should transfer a copy of any important documents, assets, information or data back to your own management system. When you end your services with us we will remind you of this, and provide email advice to assist you with this process as part of our offboarding procedures. Saltwater Digital accepts no liability for any impact to your business as a result of us changing, restricting or removing your access to any 3rd party provider services We pay for.

Publishing of Results

The Client agrees that Service Provider may use the results obtained for a Client for any purpose, even commercial. Client agrees that Client’s results may be used in the Service Providers in any format in our website, marketing materials, social media platforms or any other platform owned by Saltwater Digital. At Client’s written request, We will anonymise Client’s results by excluding identifiable Client information.

Testimonials
The Client agrees that Service Provider may use a testimonial about Services provided by Client for any purpose, even commercial. Client agrees that Client’s testimonial may be used in Client’s website, marketing materials, social media platforms or any other platform owned by Company. At Client’s written request, Company will anonymize Client’s testimonial by excluding Client’s personal information.

Discontinuation of Plan or Service
From time to time the Service Provider may decide to retire or discontinue a Plan or Service. We reserve the right to retire any Plan or Service we currently offer, at any time, at our sole discretion. If we decide to discontinue a Plan or Service for which you have a current Service Agreement, we will make every effort to communicate this to you via email.  In the event we discontinue a Plan or Service for which you have a current Service Agreement, we will make every effort to provide you with a suitable alternative Plan or Service options OR will provide you with a Legacy Plan or Service Agreement option that provides a comparable Service to you for the remaining term of your previous Service Agreement. We will apply the pro-rated balance of any payments you have made to us in advance on your previous Plan or Service to your new Plan or Legacy Plan.

Transfer of Management

Your website, marketing assets and properties may be transferred to your direct management or to someone else for management. The Client is required to provide a request in writing to transfer their website or marketing assets and properties away from Saltwater Digital.  A minimum of 60 days notice is required to transfer your website and other assets. In order to request the transfer of your site(s) and/or account to another person or legal entity please contact admin@saltwaterdigital.support

Please note that:

• You may only request the transfer of sites or accounts of which you are the legal owner and/or holder of rights to;
• All transfers of sites and/or accounts are subject to Our sole discretion and written approval. Under no circumstances shall Saltwater Digital be obliged to comply with such request, however in the event that we refuse a request we will provide you with a written response detailing the reasons for the refusal;
• Saltwater Digital reserves the right to leverage a transfer fee in relation to any transfer request, at our sole discretion;
• Under no circumstances shall Saltwater Digital transfer the management or control of your website to another party without your written consent; 
• Any transfer of your website to another party (in the event you sell or transfer interests in your business and website) is subject to the transferee entering into a substitute legal agreement with Us and accepting any terms, policies, guidelines and requirements as we may deem applicable, at our sole discretion.

By providing Saltwater Digital with an account or site transfer order, you represent and warrant that: (i) you are allowed to request the transfer of such account or site; and (ii) that you release and forever waive any claims against Saltwater Digital from any and all claim, suit, liability, damage, loss, cost or expense of any nature whatsoever arising out of or in connection thereto. Furthermore, You shall hold Saltwater Digital harmless from any and all claims, suites, proceedings, by any third party, and indemnify Saltwater Digital from any and all fines, costs, expenses (including reasonable legal fees), losses or damages, arising from or connected to the transfer of such account and/or site.

Termination of Service Agreement

Either party may terminate a Service Agreement upon 60 days written notice to the other party. Provided, however, that each party may terminate the Agreement immediately without prior notice in the event of a breach of your Service Agreement by the other party. Where a contract is terminated, the Client remains liable for all work undertaken and services provided to the date of termination. Annual website hosting fees paid in advance are non-refundable and are forfeited on termination of this contract. Where this contract applies to a website hosting contract, termination of this contract will have the effect of unpublishing your website from your current domain at the date of termination. Upon notice of termination, Service Provider shall within seven (7) days provide a final invoice for the balances owing for the services to be rendered to the date of termination and payment will be due immediately upon receipt. The Client agrees to compensate Saltwater Digital for all services rendered through and including the effective date of termination, including all payments made by the Service Provider in advance to 3rd party providers in respect of the ongoing provision of the services, prior to the notice of termination.

Refunds

Some services are not eligible for refund; unless otherwise provided by law, all purchases of these types of services are final and non-refundable:

• All set-up fees;
• One-time, annual fees or monthly fees in connection with our Services or Plans, including but not limited to website, SEO and Ad management plan fees, custom website design or custom SEO services;
• Hourly rate service fees; and
• Any other product or service marked with a designation such as “Non-Refundable.”

Non-Solicitation
You acknowledge that the Service Provider may incur significant expenses in hiring and training. Accordingly, you agree and covenant not to directly or indirectly solicit, hire, recruit, or attempt to solicit, hire, or recruit any employee, representatives or sub-contractor of the Service Provider or any person who has been employed or contracted by the Service Provider, in the twelve (12) months prior to the termination of your Service Agreement (collectively, "Covered Employee and Sub-Contractors"), or induce the termination of employment or contract of any Covered Employee and Sub-Contractors. If this provision is violated, the Client will pay the Service Provider a fee equal to the hired person’s annual salary or contract terms in effect at the time of the violation to reimburse the estimated costs of hiring and training replacement personnel.

Non-Disparagement

You agree and covenant that you will not at any time make, publish, or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning the Service Provider or its products or services, or make any maliciously false statements about the Service Providers’s employees, representatives or sub-contractors.

Release & Disputes With Others

You are solely responsible for Your interaction with anyone who interacts with or uses your marketing assets and properties, including your Website where applicable. We reserve the right, but have no obligation, to monitor and/or manage disputes between You and other users of your marketing assets, properties or Website. If You have a dispute with one or more users of your marketing assets, properties or Website, You release Us (and Our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. 

Disclaimer
Client understands and agrees that Services are not financial, legal or other professional advice. Client agrees that Client’s participation in Services is not a substitute for consultation with and/or treatment by an appropriate professional. All information offered through Services, Services materials, and Content is for informational purposes only and should be used at Client’s own risk.

The following terms apply specifically to the provision of our Website Plans and Services

USER CONDUCT

You may access and use our Website Services and provided Website Backend Access & Editor Services only for purposes as intended by the normal functionality of the Website and Editor Services, and so long as You are in compliance with all provisions of this Agreement. In connection with Your use of the Website and Editor Services, You agree to abide by all applicable local, state, national and international laws and regulations and not, nor allow or facilitate a third party to, violate or infringe any rights (including without limitation copyrights, rights of publicity or privacy and trademarks) of others, Our policies or the operational or security mechanisms of the Services, and without limiting the foregoing, You may not:

• use (i) the Site, (ii) the Services, or (iii) any Content, services, features, data, information, text, images, photographs, graphics, scripts, sounds, video, music, sound recordings, programming, logos, trademarks, services marks, HTML code, compilation of content, format, design, user interface and software made available through or which appears on the Site or Services to promote, conduct, or contribute to fraudulent, obscene, pornographic, inappropriate or illegal activities as determined by us at our sole discretion, including without limitation deceptive impersonation, in connection with contests, pyramid schemes, surveys, chain letters, junk e-mail, spamming, phishing or any duplicative or unsolicited messages (commercial or otherwise);
• interfere with the access, use or enjoyment of our Site or the Services by others (including without limitation causing greater demand on the Services than is deemed by Us reasonable);
• harvest or otherwise collect non-public information about another user obtained through our Site or Services (including without limitation email addresses), without the prior written consent of the holder of the appropriate rights to such information;
• add an email address to Your email or physical mailing list without their consent after adequate disclosure, or use their email address or contact details for antisocial, disruptive, or destructive purposes, including "flaming," ”phishing,” "spamming," "flooding," "trolling," and "griefing" as those terms are commonly understood and used on the internet;
• use any Content except for the intended purposes of the Services and Site, subject always to the terms of this Agreement. You may not display, import or export feedback information relating to the Site or use it for purposes unrelated to the Services without Our prior written consent;
• alter, modify, delete, forge, frame, hyper-link, create derivative works or otherwise interfere with or in any manner disrupt, circumvent, or compromise any part of our Site, the Services;
• access or attempt to access any of Our systems, programs or data that are not made available for public use, or attempt to bypass any registration processes on the Services;
• decompile, disassemble, reverse engineer or otherwise attempt to discover any source code or underlying ideas or algorithms of the Site or the Services except if and to the extent permitted by applicable law;
• copy, distribute, transmit, broadcast, publicly display, publicly perform, rent or sell any portion of the Services, our Site or our Content;
• use any robot, spider, other automated device or any tool-bar, web-bar, other web-client, device, software, routine or manual process, to monitor or scrape information from this Site or the Services, or bypass any robot exclusion request (either on headers or anywhere else on the Site);
• use any meta tags or any other "hidden text" utilising any trademarks or intellectual property owned or licensed by Us;
• create or provide any other means through which the Services may be accessed, for example, through server emulators, whether for profit or not;
• 'deep-link', redistribute or facilitate the redistribution of Content; and
• abuse or use any other means to affect or manipulate the Services in general or the prices quoted through the Services
• Engage in activity or use language that is threatening, abusive, harassing, defamatory, libelous, offensive, profane against any of our customers, users, employees, representatives, or any third party as determined by us in our sole discretion

We are not responsible for the accuracy, usefulness, safety or intellectual property rights of or relating to any Content, other than Content provided by Us.

PROPRIETARY RIGHTS

You acknowledge that Our Site and the Services, including without limitation the Software, the trademarks, service marks and logos contained on the Site (“Marks”), are protected by copyrights, trademarks, service marks, patents or other proprietary rights, both with respect to individual content and as a collective work or compilation, pursuant to laws and international conventions. Any rights to the Site and the Services, and all Saltwater Digital Content contained therein, are reserved by Us and Our licensors.

You acknowledge that Saltwater Digital's Content is protected by copyrights, trademarks, service marks, patents or other proprietary rights, both with respect to individual Content and as a collective work or compilation, pursuant to laws and international conventions. Any rights to Saltwater Digital's Content, the Site and the Services not expressly granted herein are reserved.

LINKS TO THIRD-PARTY WEBSITES IN YOUR WEBSITE EDITOR

Your Backend Website Editor Services may contain links and references to websites belonging to other entities. We may, from time to time, at Our sole discretion, add or remove links to other entity's websites. These links are provided solely as a convenience to You, and access to any such websites is at Your own risk. We encourage You to be aware when You leave the Site, and to read the terms and conditions and privacy policy of each other entity's website that You visit. We do not review, approve, monitor, endorse, warrant, or make any representations with respect to such websites. In no event shall Saltwater Digital be responsible for the information contained in such websites, their practices or for Your use of or inability to use such websites, or transmissions received from such websites. You expressly relieve Us from any and all liability arising from Your use of any third-party website.

LINKS TO OUR SITE

Subject to the terms of this Agreement and so long as this Agreement is not terminated, We grant to You a nonexclusive, non-transferable, non-sublicensable right to display on Your website a link to our Site's homepage, as long as Your use is not misleading, illegal or defamatory, or Your website is not obscene, pornographic, inappropriate or illegal. You may not use or display our logo on your website without additional written permission.

YOUR FEEDBACK

Any feedback You may provide Saltwater Digital, including without limitation, images, words, ideas, knowledge, techniques, marketing plans, information, questions, answers, suggestions, emails comments, and the like shall be considered non-confidential nor of a proprietary nature. In providing this material, You authorise Us to use it and any images, developments or derivatives thereof, according to Our needs as determined in Our sole discretion, including for public relations and promotion of the Site and the Services in the online and offline media, and all without requirement of any additional permission from You or the payment of any compensation to You. You also agree that (i) by submitting unsolicited ideas to Us or any of Our or representatives, You automatically forfeit Your right to any intellectual property rights in these ideas; and (ii) unsolicited ideas submitted to Us or any of Our employees or representatives automatically become the property of Saltwater Digital. You hereby assign and agree to assign all rights, title and interest You have in such feedback and ideas to Saltwater Digital together with all intellectual property rights therein.

DISCLAIMERS OF ALL WARRANTIES

Saltwater Digital'S CONTENT, THE SITE AND THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY AND NON-INFRINGEMENT.

WITHOUT LIMITING THE ABOVE, (I) WE MAKE NO WARRANTY THAT THE SITE, THE SERVICES OR THE CONTENT WILL MEET YOUR REQUIREMENTS, OR WILL BE UNINTERRUPTED, CONTINUOUS, TIMELY, SECURE, ACCURATE, CORRECT, COMPLETE OR AVAILABILE; (II) WE DO NOT ENDORSE OR APPROVE ANY CONTENT PROVIDED BY ANY THIRD-PARTY OR BY YOU AND DISCLAIM ALL LIABLITY WHATSOEVER THERETO; AND (III) WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THIS SITE, THE SERVICES OR THE CONTENT IN TERMS OF ITS CORRECTNESS, COMPLETENESS, RESULTS, AVAILABILITY, ACCURACY, RELIABILITY OR OTHERWISE.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR ANY DIRECT OR INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES ARISING OUT OF ANY (I) USE OR THE INABILITY (FOR ANY REASON) TO USE ANY PART OF THIS SITE OR THE SERVICES (INCLUDING WITHOUT LIMITATION THE USE OF ANY CONTENT, INACCURACIES OR ERRORS OF INFORMATION AS A RESULT OF ACCESSING THIS SITE OR THE SERVICES), (II) ACTION OR INACTION IN CONNECTION WITH THIS AGREEMENT OR FOR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, OR (III) STATEMENTS OR CONDUCT OF YOU OR ANY THIRD PARTY ON THIS SITE OR YOUR SITE OR MOBILE WEBSITE, INCLUDING WITHOUT LIMITATION ANY SUBMISSIONS THEREON; IN EACH CASE, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE.

All of the above limitations shall apply notwithstanding any failure of essential purpose of any limited remedy and are fundamental elements of the bargain between Us and You. You agree that any claim or cause of action arising out of or in connection with the Site, the Services, the Content or the Agreement must be filed within thirty (30) days after such claim or cause of action arose or be forever barred.

In the event this limitation of liability shall be for any reason held unenforceable or inapplicable, You agree that Our aggregate liability shall not exceed the amount paid by You to Us pursuant to this Agreement.

INDEMNIFICATION

YOU RELEASE, AND AGREE, AT YOUR OWN EXPENSE, TO INDEMNIFY, DEFEND AND HOLD HARMLESS US, OUR OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND AFFILIATES, FROM ALL CLAIMS, LIABILITIES, LOSS AND DAMAGES (OF EVERY KIND, WHETHER KNOWN OR UNKNOWN AND SUSPECTED OR UNSUSPECTED) RELATED TO IN ANY WAY TO: (I) YOUR USE OF, ACCESS TO OR RELIANCE ON THIS SITE, THE SERVICES OR THE CONTENT, (II) YOUR CONTENT, OR (III) YOUR VIOLATION OF ANY OF THE TERMS OF THIS AGREEMENT OR ANY APPLICABLE LAWS OR REGULATIONS.

We will provide You with written notice of such claim. You will not enter into any settlement or compromise of any such claim without Our prior written consent. We may assume the exclusive defense and control of any matter subject to indemnification by You. In all events, You shall cooperate fully in the defense of any claim.

REDIRECT CODE AND OTHER SCRIPT

As one of the final steps to publishing Your mobile website on the Mobile Website Builder Service, You may be required to install or have installed in the code of Your website a certain section of code that redirects Site Visitors to Your mobile website (“Redirect Code”) when viewing Your website on a mobile device. In rare cases, installing Redirect Code incorrectly can cause a website to be impaired, malfunction or function differently.

Similarly, when accessing a Service from a Non-Saltwater Digital Access Point, it may be necessary for a certain section of code (“Script”) to be added to Your website to ensure proper integration and functionality of the Service within Your website.

You understand and acknowledge at the Agreement’s Limitation of Liability (Sec. 18) and Indemnification (Sec. 19) apply to all foreseen and unforeseen situations arising from the installation of Redirect Code and other Script insertion; in no way shall Saltwater Digital be responsible for any related claims, liabilities, loss or damages.

GOOGLE TRANSLATE

When using our multi-language feature, You will have the option of translating the existing Content of the website using Google Translate. Google would like You to be aware of the following disclaimer:

"THIS SERVICE MAY CONTAIN TRANSLATIONS POWERED BY GOOGLE. GOOGLE DISCLAIMS ALL WARRANTIES RELATED TO THE TRANSLATIONS, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, RELIABILITY, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT."

THIRD PARTY SERVICES

The Services enable You to engage, install, add and/or procure certain third party services and tools, including apps, images and domain registrars from which You may purchase a domain name for Your website, (collectively, “Third Party Services”).

You acknowledge and agree that regardless of the manner in which such Third Party Services may be offered to You (bundled with certain Saltwater Digital Services, offered separately by Saltwater Digital or otherwise offered anywhere on the Services), Saltwater Digital merely acts as an intermediary platform between You and such Third Party Services, and does not in any way endorse any such Third Party Services, or shall be in any way responsible or liable with respect thereto. Saltwater Digital will not be a party to, or in any way be responsible for monitoring, any interaction or transaction between You and any Third Party Services.

Any and all use of such Third Party Services shall be done solely at Your own risk and responsibility, and may be subject to such legal terms which govern such Third Party Services, which You are encouraged to review before engaging with them.

Among the Third Party Services mentioned above is the Duda Inc services which is subject to Duda Inc Terms of Service (https://www.duda.co/legal/terms)

While we hope to avoid such instances, Saltwater Digital may, at any time and at its sole discretion, suspend, disable access to or remove from Your account and/or the Services, any Third Party Services – whether or not incorporated with or made part of Your account and/or website(s) at such time – without any liability to You or to any end users.

 COPYRIGHTED MATERIALS, INFRINGEMENT NOTICES AND TAKEDOWN

YOU SHALL NOT USE THE SERVICES TO TRANSMIT, ROUTE, PROVIDE CONNECTIONS TO OR STORE ANY MATERIAL THAT INFRINGES COPYRIGHTED WORKS OR OTHERWISE VIOLATES OR PROMOTES THE VIOLATION OF THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. We have adopted and implemented a policy, stated below, that provides for the termination in appropriate circumstances of Saltwater Digital users who infringe or are believed to be infringing the rights of copyright holders:

If You believe that any material contained on this Site infringes Your copyright, You should notify this Site's Designated Agent by email at legal@saltwaterdigital.support 

Your notice to the Designated Agent should be in English and contain the following information: (a) a physical or electronic signature of a person authorised to act on behalf of the owner of the copyright interest that is allegedly infringed; (b) a description of such copyrighted work(s) and an identification of what material in such work(s) is claimed to be infringed; (c) a description of the exact name of the infringing work and the location of the infringing work on the Services; (d) information sufficient to permit Us to contact You, such as Your physical address, telephone number and e-mail address; (e) a statement by You that You have a good faith belief that the use of the material identified in the manner complained of is not authorised by the copyright owner, its agent, or the law; (f) a statement by You that the information in the notification is accurate and, under penalty of perjury that You are authorised to act on the copyright owner's behalf.

The Copyright Agent will only respond to any claims involving alleged copyright infringement. Notwithstanding this section, We reserve the right at any time and in Our sole discretion, to remove content which in Our sole judgment appears to infringe the intellectual property rights of another person.

COMPLAINTS HANDLING; MEDIATION; GOVERNING LAW AND EXCLUSIVE COURTS

This Agreement will be governed by and construed in accordance with the laws of Queensland, Australia, without regard to conflict of law principles. In addition, you agree to submit to the personal jurisdiction and venue of such courts. Any cause of action by you with respect to our Website or Service must be instituted within one (1) year after the cause of action arose or be forever waived and barred.

Internal Complaint Handling

If You have a complaint regarding Our Services concerning any of the issues described below, you can lodge your complaint using our Internal Complaint Handling System:

• Alleged non-compliance by Us with our obligations under (EU) 2019/1150 (the Platform to Business, or P2B, regulation), and this alleged non-compliance affects You;
• Technological issues related directly to the provision of our Services and affecting You;
• Measures taken by Us, or Our behaviour, insofar as it relates directly to the provision of our Services, and affecting You.

We attempt to resolve all complaints as swiftly and as effectively as possible, and try to address any issues raised to the best of our ability, taking into account the importance and complexity of the issue raised. Once we have reviewed your complaint, we will communicate to you the outcome of the review. We also publish information regarding the functioning and effectiveness of our Internal Complaint Handling System here.

In case of any dispute which is not related to one of the matters mentioned above or which remains unresolved after using our Internal Complaint Handling System, the parties will first attempt in good faith to negotiate a written resolution of the matter directly. if the matter remains unresolved for sixty (60) it will be deemed a “dispute” and each party shall first refer the dispute to proceedings under the Australian Centre for International Commercial Arbitration (ACICA) in accordance with its Australian Arbitration Rules. 

ARBITRATION

Any controversy or claim arising out of or relating to this contract, or the breach thereof, shall be determined by arbitration administered by the Australian Centre for International Commercial Arbitration (ACICA) in accordance with its Australian Arbitration Rules. The place of arbitration shall be the Queensland Law Society, Brisbane, Australia. The language of the arbitration shall be English. The number of arbitrators shall be two.

MISCELLANEOUS

No waiver of any term of this the Agreement shall be deemed a further or continuing waiver of such term or any other term, and any failure to assert any right or provision under the Agreement shall not constitute a waiver of such term. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by Us without restriction. You agree that no joint venture, partnership, employment, franchise or agency relationship exists between You and Us as a result of the use of the Site or the Services. This Agreement comprises the entire agreement between You and Us, states Our and Our suppliers' entire liability and Your exclusive remedy with respect to the Site and Services, and supersedes all prior agreements pertaining to the subject matter thereof. If any provision(s) of this Agreement is held to be contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the original provision and the other provisions remain in full force and effect. The section titles in this Agreement are solely used for the convenience and have no legal or contractual significance. No provision of the Agreement shall be construed against Us but rather shall be construed in a neutral and fair manner as terms entered into by a fully-informed party on a voluntary basis after opportunity to confer with advisors and legal counsel about the meaning and effects of the terms of this Agreement.