(Hereinafter referred to as ‘Agreement’ or ‘Terms of Use’)

Please carefully read, review and be sure you understand our Terms of Use prior to downloading or using any of the materials or Products from PennyHit.com. You should carefully read all of our terms and conditions as your purchase or use of any PennyHit.com Product(s) or services and use of this Website and any materials or Products available herein identifies that you agree to the following Terms of Use and that you agree to be bound by these terms and conditions accordingly. If you do not agree to these terms then you should leave this Website immediately, not use any of the materials or Products available herein, and/or not subscribe to this service or purchase any product.

Please note that if you have any questions or concerns regarding these terms and conditions or any other aspect of the PennyHit.com Website, you may contact our Support department via the ‘Support’ link on the home page of PennyHit.com and we will be happy to assist you.

END-USER LICENSE AGREEMENT (EULA)

By accessing any PennyHit.com Product(s), you hereby agree to the following terms and conditions outlined herein, detailed on http://www.PennyHit.com, and any and all terms and conditions as may be updated by PennyHit.com from time to time. All terms of this Agreement are applicable to You, and any reader of this Agreement, and any corporate entity which employs You or which You represent.

This Agreement is made by and between PennyHit.com (otherwise listed herein as Telebid Script, Website, We, or Us), and the purchaser (otherwise listed herein as You or Your) who creates an account or makes a purchase for the right to access, acquire, and use Products from PennyHit.com.

This Website is owned and operated by PennyHit.com. All of the content featured or displayed on the Website, including, but not limited to, text, graphics, photographs, images, moving images, sound, illustrations and software (collectively, ‘Content’) is owned by PennyHit.com., its licensors or its Content sources. All materials available as part of your PennyHit.com collection are copyrighted works of authorship to PennyHit.com exclusively and are protected under all applicable intellectual property and database laws. PennyHit.com retains ownership of all items available on http://www.PennyHit.com and any copies of it, regardless of the form in which the copies may exist. This license is not a sale of the original PennyHit.com materials or any copies. PennyHit.com gives no rights or warranties with regard to the use of names, trademarks, registered or copyrighted designs, registered or copyrighted images, elements or works of art depicted or contained in any image in any Product, and you must satisfy yourself that all the necessary rights or consents, as may be required for your use of said Product(s), are obtained. ‘Products’ from our Website will constitute and be defined as any template, turnkey script, PHP script, PHP code, HTML page, PSD file, interface, logo, corporate identity kit, promotional product, banner, CMS skin, or any other product, design, or layout represented on the PennyHit.com website. By accessing any Product from PennyHit.com You are asserting Your declaration that You have read, understood, and agreed to all terms and conditions listed in this Agreement, and otherwise identified on our Website.

The PennyHit.com license attached to your purchase grants you the right to use materials accessed from PennyHit.com for personal/non-developer commercial use and developer/designer use, subject to the following limitations, terms of use and conditions as defined below:

A. LIMITED USAGE GRANTED

1. Personal/Non-Developer Commercial Use: You are granted a non-exclusive, non-transferable, revocable, one-person license to utilize PennyHit.com Products for Your website(s) upon replacement and insertion of Your imagery and content, and after completed and accepted payment of Your membership registration fees and/or single item purchase fees.

REQUIREMENT: At no time may You provide access to Your account to any other party or individual, including co-workers, colleagues, employees, family, friends, and the like. Memberships, and Products available for individual sale, are sold as a one-person one-domain license unless otherwise stated and are not transferable to another user at any time as stated. Therefore, any business, association, enterprise, corporation, company, or the like employing more than one individual that would require access to PennyHit.com Products to utilize the Products in any manner or for any purpose must purchase an individual license for each employee. This requirement does not change due to replacement or termination of the employee the license was previously purchased for either by the employer directly or by the employee on behalf of his employer. There are no exceptions to this provision and account sharing or allowing anyone access to Your one-person account for any reason is strictly prohibited and, as all accounts are monitored, any such activity will result in the immediate termination of Your account to which no credit or refund will be provided.

Further to the above, Your use of PennyHit.com Products on Your website does not allow You to: sell the Products on online auctions, sell or display the Products modified, unmodified, or otherwise from Your own website via an online catalog system or any automatic selling system, distribute the Products to friends, acquaintances, colleagues, co-workers or distribute the Products in any other manner for free or for payment.

Additionally, the use of the PennyHit.com Products permitted under this Subsection A(1) does not extend to any activity or use that is strictly prohibited under Section D or elsewhere in this Agreement. Further, You are permitted to use Products from PennyHit.com for Your clients, however, all use must be in accordance with the Developer Use outlined under Section A(2) below.

Any violation of this Subsection A(1) of Your PennyHit.com License Agreement will be considered a breach of Your service agreement, resulting in the immediate suspension of Your account and all licenses acquired prior to this breach shall be rendered void requiring the immediate removal of any and all PennyHit.com Products from all website URLs You have used PennyHit.com Products on and deletion of said Products that You have acquired. PennyHit.com further reserves the right to seek any and all available damages resulting from Your violation of this provision.

2. Developer/Designer Use: You are granted a non-exclusive, non-transferable, revocable, one-person license to utilize PennyHit.com Products for Your clients’ website(s) ONLY after completed and accepted payment of Your membership registration fees and/or single item purchase fees and significant modifications have been made to the Products, however You will need to purchase a new license for each client that You develop a site for.

Once You purchase a license for a client, You will simply need to forward Your receipt for that license purchase to support@PennyHit.com along with Your username. After You have forwarded this license receipt, Your available client license count will be incremented to reflect the license that You purchased, and thereafter You must register Your client’s information, including the name of the PennyHit.com Product You will be using for that client and the website URL of Your client that You will be utilizing a PennyHit.com Product for.

Further to the above, Your use of PennyHit.com Products on Your client’s website(s) does not allow You to: sell the Products on online auctions, sell or display the Products modified, unmodified or otherwise from Your own website via an online catalog system or any automatic selling system, create a website for Your client that will engage in any prohibited activity outlined above or throughout, distribute the Products to friends, acquaintances, colleagues, co-workers or distribute the Products in any other manner for free or for payment that is against the terms outlined throughout.

REQUIREMENT: At no time may You provide access to Your account to any other party or individual, including co-workers, colleagues, employees, family, friends, and the like. Memberships and Products available for individual sale are sold as a one-person license and are not transferable to another user at any time as stated. Therefore, any business, association, enterprise, corporation, company, or the like employing more than one individual that would require access to PennyHit.com Products to utilize the Products in any manner or for any purpose must purchase an individual license for each employee. This requirement does not change due to replacement or termination of the employee the license was previously purchased for either by the employer directly or by the employee on behalf of his employer. There are no exceptions to this provision and account sharing or allowing anyone access to Your one-person account for any reason is strictly prohibited and, as all accounts are monitored, any such activity will result in the immediate termination of Your account to which no credit or refund will be provided.

Additionally, the use of the PennyHit.com Products permitted under this Subsection A(2) does not extend to any activity or use that is strictly prohibited under Section D or elsewhere in this Agreement.

Any violation of this Subsection A(2) of Your PennyHit.com License Agreement will be considered a breach of Your service agreement, resulting in the immediate suspension of Your account and all licenses acquired prior to this breach shall be rendered void requiring the immediate removal of any and all PennyHit.com Products from all website URLs You have used PennyHit.com Products on and deletion of said Products that You have acquired. PennyHit.com further reserves the right to seek any and all available damages resulting from Your violation of this provision.

B. MODIFICATIONS:

You are authorized to make any necessary modification(s) to our Products to fit your purposes at your own risk, except as expressly prohibited under Subsection A(1) and A(2) of Your PennyHit.com License Agreement and otherwise identified herein. You may alter the Products code for Your own use, except as expressly prohibited under Subsection A(1) and A(2) of Your PennyHit.com License Agreement and otherwise identified herein. You may not use any portion of PennyHit.com’s Product(s), in whole or in part, within any other product that is packaged, sold, distributed, or available for individual sale.

C. UPDATES:

All efforts are made to design all PennyHit.com Products in conformity with the latest version available of the software applications used to modify and utilize Products from PennyHit.com. However, PennyHit.com provides no guarantee or warranty, express or implied, that the Products currently available will run with past, present, or future versions of software applications used to modify and utilize Products from PennyHit.com.

D. UNAUTHORIZED USE:

You agree not to access, acquire, or utilize PennyHit.com’s Product(s) in any of the following manners:

1. You may not at any time share, sell, give, or allow anyone to use Your username/password, nor access Your account for any reason. This includes EXCLUDING providing Your login details to friends, family members, colleagues, co-workers or any other party at any time. Your membership entitles the use of the account by one individual and one individual only, and the individual entitled to use that account will be the purchaser ONLY, unless the purchaser contacts PennyHit.com prior to downloading any Products with the full contact details of whom the membership and/or license was purchased for or will be used by. Memberships and Products available for individual sale are sold as a one-person one-domain license and are not transferable to another party at any time as stated. Therefore, any business, association, enterprise, corporation, company, or the like employing more than one individual that would require access to PennyHit.com Products to utilize the Products in any manner or for any purpose must purchase an individual license for each employee. This requirement does not change due to replacement or termination of the employee the license was previously purchased for either by the employer directly or by the employee on behalf of his employer. There are no exceptions to this provision and account sharing or allowing anyone access to Your one-person account for any reason is strictly prohibited and, as all accounts are monitored, any such activity will result in the immediate termination of Your account to which no credit or refund will be provided.

2. You may not distribute, share, sell, or give away any of PennyHit.com’s Products at any time for any reason, except as expressly authorized in the ‘Limited Usage Granted’ Subsection A of this Agreement.

3. You may not distribute PennyHit.com Products electronically or in hard copy, except as expressly authorized in the ‘Limited Usage Granted’ Subsection A of this Agreement.

4. You may not distribute, display or resell PennyHit.com Products as part of any archive, media disk, catalog, auction, automated shopping system or the like under any circumstances. You may not use any portion of PennyHit.com’s Product(s), in whole or in part, within any other product that is packaged, sold, distributed, or available for individual sale. You may not place any of PennyHit.com’s Products, modified or unmodified on a diskette, CD, website or any other medium or archive and offer them for redistribution or resale of any kind without prior written consent as provided by PennyHit.com. Additionally, PennyHit.com offers a unique high value service of premium graphics and Products and, as such, reserves the right to review accounts for the risk of potential misuse.

5. You may not sub-license, assign, or transfer this license to any other individual, party or entity without prior written consent from Us.

6. You may not use any download software, internet accelerators, or other similar software or automated programs to access or download any content, materials or Products from the Website at any time.

7. You may not under any circumstances use PennyHit.com’s Products in connection with any illegal, obscene or immoral material.

8. You may not claim ownership of the PennyHit.com Products or indicate, intimate, or suggest that You designed the Products from PennyHit.com.

9. You may not include or bundle PennyHit.com Products with Your products or services and sell them. This includes, but is not limited to, excluding you from placing PennyHit.com Products in whole or in part in any type of software, whether online or offline, content management system, hosting control panel or any other site builder type programs.

10. You are not permitted to create websites or utilize Products from PennyHit.com that violate the legal rights and entitlements of any other person or entity or policies affirmatively declared by another person or entity.

11. You are not permitted to offer PennyHit.com Products to any party, in whole or in part, as any type of incentive, promotion, free add-on or inclusion as part of any hosting, software, or other type of products or services that You offer.

Any violation of the above provisions of Your PennyHit.com Terms of Use/End-User License Agreement will be considered a breach of Your service agreement, resulting in the immediate suspension of Your account and any and all licenses acquired prior to this breach shall be rendered void requiring the immediate removal of any and all Swoopo Clone.com Products from all website URLs You have used PennyHit.com Products on and the deletion of said Products within Your possession. PennyHit.com further retains any and all rights to pursue any such violation via both civil and criminal proceedings and seek the maximum monetary damages from all parties involved in said violation of PennyHit.com’s intellectual property rights and Your License Agreement and Terms of Use.

E. OWNERSHIP:

1. You understand that PennyHit.com’s Products are copyrighted and owned by PennyHit.com, its licensors, or its Content sources ONLY, and any unauthorized use of any of these Products by You may be an infringement upon said copyright(s).

2. You may not claim intellectual or exclusive ownership to any of PennyHit.com’s Products, modified or unmodified. All Products are the sole and exclusive property of PennyHit.com, it licensors, or Content sources respectively.

3. You acknowledge that PennyHit.com contains Products that are protected by copyright, trademark, or other intellectual proprietary rights and, as such, You may not transfer or sell, reproduce, create derivative works from, distribute, or in any way exploit any of these Products, in whole or in part, except as expressly authorized by either this Agreement or with express written consent from PennyHit.com.

4. All Products downloaded from PennyHit.com are licensed to You and downloading these Products does not transfer any title from these Products to You, or any intellectual property rights therein to You.

5. The design and layout, as well as all Products provided on PennyHit.com, or of any other website owned, operated, licensed or controlled by or associated with PennyHit.com, are protected by United Kingdom and International law, and other intellectual property proprietary rights, and may not be copied or imitated in whole or in part.

F. REFUNDS:

Once You have downloaded a Product from PennyHit.com, or purchased a Product available for individual sale, we cannot offer a refund, which You are held responsible for understanding upon Your order with PennyHit.com. The reason for this policy is because we offer intangible irrevocable digital Products and as such, there is no way for our Products to be returned. As such, all license fees are non-refundable, including all renewal purchases, automatic or otherwise, where Products have been previously downloaded, and Your payment for a PennyHit.com Product indicates Your acceptance of this provision.

G. PennyHit.com’s REVIEW OF USER ACTIVITY:

You understand and agree that PennyHit.com may, in its sole discretion:

1. Monitor Your download activity from PennyHit.com as often as PennyHit.com determines under its sole discretion for any reason and for any violation of this Agreement.

2. Disable any account that engages in what PennyHit.com determines to be a large number of downloads on any given day, as such activity indicates possible TOS violations or abuse of a username/password and account.

3. Limit downloads to a fixed amount of downloads per twenty-four (24) hour period, per user, as PennyHit.com sees fit on an individual basis, and to ensure the quality of PennyHit.com’s service is retained to be delivered to all.

4. Investigate any abuse of Your username and password in connection with the PennyHit.com website or in connection with this Agreement.

5. Take the appropriate action to investigate all potential abuse, which can lead to contacting the individual involved with the violations, account suspension, account termination, or other actions deemed necessary depending on the nature and severity of the violations, if We are unable to confirm the validity of the activity.

6. Terminate Your account immediately for any violation of this Agreement, or the Terms of Use as defined in this Agreement and elsewhere on PennyHit.com, without notice. If Your account is terminated for any violation of this Agreement and/or abuse of Your username or password, and/or our Products, You lose all rights to PennyHit.com Products, and You must IMMEDIATELY delete any and all Products obtained prior to this termination, and forfeit all fees paid.

7. PennyHit.com reserves the right to refuse, cancel, or suspend service at its sole discretion.

H. ASSUMPTION OF RISK:

You expressly agree that the use of any and all Products distributed by PennyHit.com and available as part of the PennyHit.com collection and website is done so solely at Your own risk.

PennyHit.com does not warrant or guarantee that Products on PennyHit.com are free from copyright or other intellectual property concerns.

I. LIMITATION OF WARRANTY:

PennyHit.com and all Products are made available to You ‘AS IS,’ ‘AS AVAILABLE,’ and ‘WITH ALL FAULTS.’ PennyHit.com its employees, directors, and officers and anyone else associated with PennyHit.com makes no representation or warranty, express or implied, including without limitation warranties of merchantability, fitness for a particular purpose, or non-infringement. PennyHit.com further makes no representation or warranty that Your usage of PennyHit.com will be uninterrupted, that the content and Products contained in the site will be free from errors, interruptions, omissions, defects, error free of computer viruses, or other damaging materials, or that PennyHit.com will correct any errors, omissions or defects. When You access PennyHit.com, You do so at Your own risk.

J. LIMITATION OF LIABILITY:

1. In no event shall PennyHit.com’s juridical person, its employees, directors, officers, affiliates, licensers, suppliers, distributors, or anyone else associated with PennyHit.com be liable for any damages, including, but not limited to, indirect, special, incidental, consequential, economic damages including but not limited to loss of revenue or profits, lost savings, or loss of data arising out of the use, or inability to use, our Products. Furthermore, You assume the cost of service, repairs or corrections to Your hardware, software, or other equipment. PennyHit.com, or any of its affiliates, officers, directors, employees, licensers, suppliers, distributors, or related parties, will in no event be liable for any damages to exceed the amount paid by You for Your most recent PennyHit.com membership term or single Product purchase price, if any, for accessing or using PennyHit.com, or purchasing or downloading Products from PennyHit.com, or for accessing, acquiring, and/or using Products from PennyHit.com, even if PennyHit.com has been advised of the possibility of such damages.

2. You agree that PennyHit.com is not responsible and shall not be held liable to You or any other party for any threatening, defamatory, obscene, offensive, or illegal conduct or speech of any other party or any infringement or violation of another’s rights, including, but not limited to, intellectual property rights, rights of publicity, or rights of privacy.

3. You agree that PennyHit.com are not responsible for, and shall have no liability to You with respect to any information, product, or service offered by others who are linked to the PennyHit.com website. PennyHit.com shall not be liable for any damages allegedly sustained in connection with or arising from Your use of said information, products, or services. In further words, You understand that PennyHit.com will not be held accountable for any external links that originate on PennyHit.com.

K. INDEMNIFICATION:

You agree to fully indemnify, hold harmless and defend at Your own expense PennyHit.com, its employees, directors, officers, and any other entity associated with PennyHit.com, and each of its successors, licensees, and assigns free and harmless from any and all claims, liabilities, costs, losses, damages, expenses, including attorneys’ fees and expenses, arising in connection with Your use of PennyHit.com Products and the Website or in connection with any breach of any of the terms of this Agreement.

L. ENFORCEABILITY:

The invalidity or unenforceability of any provision of this Agreement and Terms of Use will not affect the validity or enforceability of any other provision of this Agreement and Terms of Use. PennyHit.com reserves the right to modify these Terms of Use at any time. PennyHit.com also reserves the right to terminate this Agreement and Terms of Use without notice, if, in PennyHit.com’s sole discretion, You fail to comply with any term of this Agreement and Terms of Use. Upon termination, You must destroy all content, materials and Products obtained from this Site, copies and related documentation thereof. In addition, PennyHit.com reserves the right to terminate the Website, PennyHit.com, without notice.

M. JURISDICTION:

This Agreement, its validity and effect, shall be solely interpreted, and governed by, the laws of United Kingdom. Any claims shall be brought solely in the Federal District Court of the United Kingdom and you expressly consent to the exclusive jurisdiction of the federal courts of the United Kingdom. You consent to the service of any required notice or process upon You by registered mail or overnight courier to the address provided to PennyHit.com with Your registration, as You may update from time to time, with proof of delivery.

N. LEGAL FEES:

You agree to reimburse PennyHit.com for its legal fees, costs and disbursements if PennyHit.com is successful in enforcing any of its rights under this Agreement including, without limitation, in connection with any action to collect payment.

O. ENTIRE AGREEMENT:

You acknowledge that You have read this Agreement, understand it, had an opportunity to seek independent legal advice prior to agreeing to it, and agree to be bound by its terms and conditions. In consideration of PennyHit.com agreeing to make available its Website and provide its Products, You agree to be bound by the terms and conditions of this Agreement. You further agree that this Agreement expresses the entire understanding and agreement between PennyHit.com and You, and it is the complete and exclusive statement of the Agreement between You and PennyHit.com, which supersedes any proposal or prior agreement, oral or written, and any other communication between You and PennyHit.com relating to the subject of this Agreement. Further, You agree that placing this Agreement on the PennyHit.com website shall serve as sufficient notification of PennyHit.com’s Terms of Use/End-User License Agreement, which may be amended from time to time, and that any purchase on PennyHit.com or any access to PennyHit.com Products represents Your affirmative understanding and acceptance of this Agreement, any modifications or revisions to this Agreement, and all terms and conditions outlined herein. You also acknowledge that this Agreement supersedes, terminates, and otherwise renders null and void any and all prior or contemporaneous agreements or contracts, whether written or oral, entered into between You and PennyHit.com with respect to the matters expressly set forth in this Agreement.

ALL RIGHTS NOT EXPRESSLY GRANTED HEREIN ARE RESERVED