IMPORTANT - READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE ACCESSING OR USING THIS DIGITAL ANT, INC. - ALSO KNOWN AS, SPARK COLONY - IN ADDITION TO ITS SUBSIDIARIES AND BUSINESSES (COLLECTIVELY, AS "DIGITAL ANT") WEBSITE (THE "WEBSITE"), SUBSCRIBING TO SERVICES, PURCHASING DIGITAL ANT PRODUCTS, DOWNLOADING DIGITAL ANT SOFTWARE, TECHNOLOGY, CONTENT OR DATA AND/OR OTHERWISE USING THE DIGITAL ANT SERVICES AND PRODUCTS, AND THE RELATED DIGITAL ANT SOFTWARE, DATA AND/OR TECHNOLOGY USED, STORED, LICENSED OR ACCESSED IN CONNECTION THEREWITH AND THE RELATED INTELLECTUAL PROPERTY RIGHTS EMBODIED THEREIN (COLLECTIVELY, THE "DIGITAL ANT TECHNOLOGY").
DIGITAL ANT IS WILLING TO PROVIDE YOU WITH LIMITED ACCESS TO THE DIGITAL ANT TECHNOLOGY THROUGH THE WEBSITE AND MAKE AVAILABLE DIGITAL ANT PRODUCTS AND SERVICES TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS AND CONDITIONS SET FORTH HEREIN, ON ANY REGISTRATION OR ORDER FORM RECEIVED BY YOU FROM DIGITAL ANT OR ITS AFFILIATES IN CONNECTION WITH THE DIGITAL ANT TECHNOLOGY AND ON ANY DOCUMENTS REFERENCED HEREIN OR ANY ADDITIONAL TERMS AND CONDITIONS THAT CAN BE VIEWED EITHER ON THE PAGES CONTAINING ANY SERVICES OR OFFERINGS, DIRECT ELECTRONIC COMMUNICATIONS, OR VIA A LINK ON THOSE PAGES OR OTHER DIRECTIONS TO THE ADDITIONAL TERMS AND CONDITIONS (COLLECTIVELY, THE "AGREEMENT").
IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, PROMPTLY CEASE ACCESSING OR OTHERWISE USING THE DIGITAL ANT TECHNOLOGY, AND/OR EXIT THIS PAGE BEFORE DOWNLOADING, ACCESSING, USING, SUBSCRIBING OR INSTALLING THE DIGITAL ANT TECHNOLOGY OR PURCHASING PRODUCTS AND SERVICES FROM DIGITAL ANT.
The Digital Ant Technology is owned and operated by Digital Ant and its licensors and is protected by copyright and other intellectual property laws under United States and international laws and treaties — Copyright 2013- Digital Ant, Inc. All rights reserved. The compilation and arrangement of all content, data and other information found within the Digital Ant Technology are also the sole and exclusive property of Digital Ant and its licensors and is protected by U.S. and international intellectual property laws. The "look and feel" of the Digital Ant Technology, meaning, the structure, sequence and layout of the audiovisual components of such technology as perceived by you, including, but not limited to, the color combinations, button shapes, and all other graphical and navigational elements, are also proprietary to Digital Ant and its licensors and fully protected under U.S. and international intellectual property laws.
Should you (the "Client") choose to purchase services from Digital Ant (otherwise identified herein as the "Developer"), the following terms will govern the relationship between the parties for the duration of all serviceable transactions.
"Service Agreement" means: (a) the Project Proposal - all specified terms, conditions, and serviceable parameters for the end product - both formally and/or informally discussed (but otherwise acknowledged in writing) and demonstrably agreed upon by means of invoicing from the Developer and payment by the Client; (b) all Terms and Conditions; and (c) any other attached documents therein.
"Project" means the scope and purpose of the Client's identified usage of the end product as described in the Project Proposal.
"Services" means all services and the end product to be provided to Client by the Developer as described and otherwise further defined in the Project Proposal.
"Deliverables" means the services and end product specified in the Project Proposal to be delivered by the Developer to the Client.
"Final Deliverables" means the final versions of Deliverables provided by the Developer and accepted by Client.
"Client Content" means all materials, writing, images or other creative content provided by Client used in preparing or creating the Deliverables.
"Third Party Materials" means proprietary third party materials which are incorporated into the Final Deliverables, including without limitation stock photography or illustrations.
"Developer Tools" means all design tools developed and/or used by Developer in performing the Services, including pre-existing and newly developed software including source code, Web authoring tools, type fonts, and application tools, together with any other software, or other inventions whether or not patentable, and general non-copyrightable concepts such as website design, architecture, layout, navigational and functional elements.
The Developer shall perform the services listed within the Scope of Work according to the Work Plan and Milestones schedule.
All modifications or extensions to the initial Scope of Work may be subject to Supplemental Terms and Conditions. Any supplemental terms defined outside of the Project Service Agreement, should any exist, will expire 30 days after being submitted to the Client. Should those terms expire, the Developer may modify such terms and resubmit any modifications to the Client.
Once the Project Proposal is approved or deemed approved, 50% balance of the Project price will become due, unless an alternate payment schedule has been agreed upon in writing. All terms that exist between the Developer and Client are considered to be in full effect once both parties have agreed to the initial Scope of Work for the Project and the first payment has been made to the Developer.
Client must supply all materials and information required by the Developer to complete the work in accordance with any agreed upon specification. Client Content materials may include, but are not limited to, photographs, written copy, logos and other printed material. Any time frames or estimates that the Developer gives are contingent upon the Client's full co-operation for the procurement and/or development of Client Content, and within reason, the communication windows pertaining to Milestones leading to the Final Deliverables.
Where there is any delay in supplying these materials to the Developer which leads to a delay in the completion of work, we have the right to extend any previously agreed upon deadlines. Should the Client fail to supply materials, and that prevents the progress of the work, the Developer reserves the right to invoice Client for any part or parts of the work already completed.
During development there is a certain amount of feedback required in order to progress to subsequent phases. It is advisable that a single point of contact be appointed from the Client and be made available on a daily basis to the Developer in order to expedite the feedback process.
Client acknowledges that it is responsible for performing the following in a reasonable and timely manner: (a) Provide Client Content in a form suitable for use in the Deliverables without further preparation by Developer, unless otherwise specified in the Project Proposal; (b) Proofread all Deliverables. Client may be charged for editing and/or correcting errors after the acceptance of any Deliverable; (c) Make decisions regarding other parties; (d) Must obtain all necessary permissions and authorities in respect of the use of all copy, graphic images, registered company logos, names and trade marks, or any other material that you supply to the Developer to include in your website or web applications.
By using current versions of well supported developer frameworks and content management systems such as "WordPress", Developer endeavors to ensure that the web sites created are compatible with all current modern web browsers such as the most recent versions of Internet Explorer, Firefox, Google Chrome and Safari. Third party extensions, where used, may not have the same level of support for all browsers. Where appropriate Developer will substitute alternative extensions or implement other solutions, on a best effort basis, where any incompatibilities are found. Developer shall provide substitutes on a time and materials basis at the Developer's standard rate.
Client is responsible for complying with all relevant laws relating to e-commerce, and to the full extent permitted by law will hold harmless, protect, and defend and indemnify the Developer and its subcontractors from any claim, penalty, tax, tariff loss or damage arising from the Client's or their user's use of Internet electronic commerce.
Developer does not guarantee any specific position in search engine results for Client website. Developer performs search engine optimization services in accordance with the current best practices.
Developer will supply to Client account credentials for domain name registrations and/or web hosting that was purchased on Client's behalf when reimbursement has been made for all expenses that were incurred by the Developer.
Client is responsible for maintaining their own backups with respect to their website and Developer will not be liable for restoring any client data or client websites except to the extent that such data loss arises out of a negligent act or omission by the Developer.