HotDoodle is a web-based service offered by Metabyte®, Inc. (hereinafter "HotDoodle") from the domain www.hotdoodle.com. This HotDoodle™ PenPal Program Beta Test Supplemental User Agreement (hereinafter "Supplemental Agreement") supplements the Hotdoodle Terms of Service/Member Agreement, which is available at http://www.hotdoodle.com/?section=terms which is hereby incorporated by reference. This Supplemental Agreement covers your use of the PenPal Program, and is in addition to (and not in lieu of) the terms and conditions set forth in the HotDoodle Terms of Service/Member Agreement. This Supplemental Agreement contains specific terms and conditions regarding conditions for joining the PenPal Program, payment practices, dispute resolution, warranties, indemnification, and limitations on liability. We encourage you to read this Supplemental Agreement carefully and contact us (info@hotdoodle.com) if you have questions. Your acceptance of the terms and conditions of this Supplemental Agreement is reflected by your checking the "I agree" box and your use of the HotDoodle PenPal Program.

Our groundbreaking HotDoodle technology enables individuals with basic computer skills and internet savvy to provide web design and editing services to individuals and small businesses wishing to establish and maintain a website presence on the internet. The HotDoodle PenPal Program ("PenPal Program") is a match-up service between individuals who are capable of designing and editing websites using the tools offered by the HotDoodle Service ("PenPal Provider") and individuals or small businesses who wish to employ the services of a PenPal Provider ("PenPal Consumer").

The PenPal Program provides a marketplace whereby PenPal Providers may advertise their services as PenPal Program participants, and PenPal Consumers may hire such services. In addition, PenPal Consumers may also provide a notice regarding his/her own needs for PenPal Provider services, and PenPal Providers may contact PenPal Consumers to pitch their services. The PenPal Program facilitates the transaction of services between a PenPal Provider and PenPal Consumer by holding and releasing funds promised at the direction of the PenPal Consumer (see section 6, below, for payment obligations and service fees).

Please note: While PenPal Providers apply to participate in the PenPal Program by way of an initial application form, the PenPal Program neither endorses nor guarantees the work of any PenPal Providers. Moreover, while the PenPal Program temporarily holds the agreed transaction fees on behalf of the PenPal Consumer, the PenPal Program (including HotDoodle) is neither a bank nor financial institution.

As with the HotDoodle Terms of Service/Member Agreement, HotDoodle reserves the right to modify this Supplemental Agreement at any time, and without prior notice, by posting amended terms from our homepage at www.HotDoodle.com. Non-material changes and clarifications will take effect immediately, and material changes will take effect within 14 days of their posting on the HotDoodle.com website. If we make changes, we will post them and will indicate at the top of this page the Supplemental Agreement’s effective date. We therefore encourage you to refer to this Supplemental Agreement on an ongoing basis so that you understand the current Supplemental Agreement. Your continued use of the Service indicates your acceptance of the current Supplemental Agreement.

You must be thirteen (13) years of age or older to use the HotDoodle.com website or to participate in the PenPal Program. If you are under the age of thirteen (13), you are not allowed to register as a PenPal Program user. In accordance with Federal Children’s Online Privacy Protection Act of 1998 (COPPA), HotDoodle will never knowingly solicit nor will it accept personally identifiable information from users known to be under thirteen (13) years of age. Please see our Privacy Policy for additional information on how to notify us of any concerns in this regard.

If you are between the ages of thirteen (13) and eighteen (18), a parent or legal guardian must establish a PenPal Program account and permit you to use it. Parents or legal guardians may establish PenPal Program accounts for children between the ages of thirteen (13) and eighteen (18), and by doing so, consent to the use of the PenPal Program by the child. Parents or guardians assume full responsibility and liability associated with the child’s use of any of the Services.

In consideration of your use of the PenPal Program, you represent that you are of legal age to form a binding contract and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction.

When you register, you create a PenPal Program account. Your PenPal Program account identifies you as a person and is non-transferable. When you establish your PenPal Program account, you also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the PenPal Program account registration form (the "PenPal Registration Information") and (b) maintain and promptly update the PenPal Registration Information to keep it true, accurate, current and complete. Unless you are a parent or guardian establishing a PenPal Program account for a child between the ages of thirteen (13) and eightten (18), you may not set up an account for an individual other than yourself.

If you provide any information that is untrue, inaccurate, not current or incomplete, or if HotDoodle has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, HotDoodle has the right to suspend or terminate your PenPal Program account and refuse any and all current or future use of the PenPal Program (or any portion thereof).

PenPal Registration Information will be handled by HotDoodle in accordance with our privacy policy ("Privacy Policy") available from a link on our homepage at www.hotdoodle.com. Please note that HotDoodle is concerned about the safety and privacy of all its users, particularly children. For this reason, the PenPal Program service is limited to individuals aged 18 and over, or for children between the ages of thirteen (13) and eighteen (18) with parental involvement and consent. (Please see our Privacy Policy

PenPal Program users are reminded of their obligations regarding user conduct, which may be found in section 5 and 6 of the HotDoodle Terms of Service/User Agreement available from a link at our homepage at http://www.hotdoodle.com

The marketplace provided by HotDoodle through the PenPal Program is free for PenPal Consumers once the PenPal Consumer has established a PenPal Program account. PenPal Providers shall pay a twenty percent (20%) service fee to HotDoodle based on the value of the transaction with a PenPal Consumer. Payment steps and service fees are as follows:

(A) Upon agreement of terms between a PenPal Consumer and PenPal Provider of specific services to design and/or edit a HotDoodle website through the PenPal Program, the PenPal Consumer shall transmit the agreed-upon service fee to Hotdoodle by way of a PayPal® transaction.

(B) HotDoodle shall hold the funds for the services until the PenPal Consumer informs the PenPal Program that the services sought are completed and funds (or a portion thereof) shall be transferred to the PenPal Provider.

(C) Upon such notification from the PenPal Consumer, HotDoodle shall transfer the specified funds to the PenPal Provider’s PayPal® account, less a twenty percent (20%) service fee.

(D) In the event the PenPal Consumer instructs the PenPal Program to transfer less than the full amount of funds available to the PenPal Provider, the remainder shall be returned in full to the PenPal Consumer.

(E) The PenPal Consumer shall have sole discretion and authority in determining whether and when to instruct the transfer of funds to the PenPal Provider.

(F) The PenPal Consumer and PenPal Provider are solely responsible for the timely payment of all fees and for providing proper PayPal® account details for payment of fees. All fees will be handled through the PayPal account designated during the PenPal Program registration process.

(G) If you want to designate a different PayPal account, you must change your PayPal account information when requesting a return of your General Funds. Please note that there may be a temporary disruption of your access to the PenPal program until HotDoodle can verify that you receive the emails sent to the email address that identifies the new PayPal account. 

PenPal Providers must apply to participate in the PenPal Program by way of an initial application form which is reviewed internally to determine whether the individual applicant meets minimum requirements such as maintaining a current HotDoodle Service membership, having published at least one webpage using the HotDoodle Service, and maintains a PayPal account. Thereafter, a PenPal Provider may be accepted into the PenPal Program and, if accepted, the PenPal Provider may provide information to PenPal Consumers concerning his/her services and offer such services to PenPal Consumers through the PenPal Program. Neither HotDoodle nor the PenPal Program warrants, endorses or guarantees the work of any PenPal Provider for any purpose whatsoever. All such warranties or guarantees (if any) exist solely by agreement (express or implied) between the PenPal Provider and PenPal Consumer. Neither HotDoodle nor the PenPal Program is a party to any such agreements (whether express or implied).

The sole recourse for any dispute between a PenPal Consumer and a PenPal Provider is through any dispute resolution process – whether informal or formal – is between the PenPal Consumer and PenPal Provider, and shall not involve HotDoodle or the PenPal Program.

HotDoodle takes no responsibility for the work performed by PenPal Providers nor for payment from a PenPal Consumer. If you have a dispute with the PenPal Provider or the PenPal Consumer, HotDoodle strongly encourages you to discuss and resolve the dispute through direct contact, cooperation and mutual understanding. If such disputes cannot be resolved, HotDoodle recommends seeking alternative dispute resolution through on-line dispute resolution services. YOU UNDERSTAND, HOWEVER, THAT IN NO EVENT SHALL HOTDOODLE BECOME RESPONSIBLE FOR ANY DISPUTE BETWEEN YOU AND A PENPAL PROVIDER OR A PENPAL CONSUMER.

You agree to indemnify and hold HotDoodle (including the PenPal Program) and its subsidiaries, affiliates, officers, agents, employees, partners, shareholders and licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party (including any other HotDoodle user or PenPal Program user) due to or arising out of your breach of this Supplemental Agreement.

If you have a dispute with one or more HotDoodle members or PenPal Program users, 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. If you are a California resident, you waive California Civil Code §1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."

YOU AGREE THAT YOUR USE OF THE PENPAL PROGRAM PROVIDED BY HOTDOODLE SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, HOTDOODLE, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE PENPAL PROGRAM AND YOUR USE THEREOF. HOTDOODLE MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE PENPAL PROGRAM OR THE CONTENT OF ANY WEBSITES LINKED TO THE PENPAL PROGRAM, AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE PENPAL PROGRAM, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE PENPAL PROGRAM, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE PENPAL PROGRAM BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT, OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED OR OTHERWISE MADE AVAILABLE VIA THE PENPAL PROGRAM. HOTDOODLE DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE PENPAL PROGRAM OR ANY HYPERLINKED WEBSITE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND HOTDOODLE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PENPAL PROGRAM PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

YOU AGREE THAT HOTDOODLE AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (I) THE USE OR THE INABILITY TO USE THE PENPAL PROGRAM; (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE PENPAL PROGRAM; (III) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (IV) STATEMENTS OR CONDUCT OF ANY THIRD PARTY RELATING TO THE PENPAL PROGRAM; OR (V) ANY OTHER MATTER RELATING TO THE PENPAL PROGRAM.

SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Supplemental Agreement.

a) Entire Agreement. This Supplemental Agreement, including HotDoodle’s Terms of Service/User Agreement http://www.hotdoodle.com?section=terms, Copyright Policy http://www.hotdoodle.com/?section=copyright and Privacy Policy http://www.hotdoodle.com/?section=privacy which are incorporated by reference above, constitutes the entire agreement between you and HotDoodle and governs your use of the PenPal Program.   

b) Governing Laws. The Terms of Service will be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions.

c) Dispute Resolution. Any controversy or claim arising out of or relating to this Supplemental Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitrators will be selected from a panel of persons having experience with and knowledge of electronic commerce, computers, and the internet, or, if the dispute is copyright-related, then arbitrators will be selected from a panel of persons having experience with and knowledge of copyright law. In the event that any party’s claim exceeds $1 million, exclusive of interest and attorneys’ fees, the dispute shall be heard and determined by three arbitrators. The place of arbitration shall take place in Alameda County, California, USA. Any judicial proceeding following arbitration shall take place in the State or Federal courts within the judicial district where the arbitration took place.

d) Waiver and Severability. No term or provision of this Supplemental Agreement shall be deemed waived and no breach consented to unless such waiver or consent shall be in writing and signed by the party to be charged with such waiver or consent. If any provision of this Supplemental Agreement is invalid, illegal, or unenforceable under applicable law, it shall not affect the validity or enforceability of the remainder of the terms of this Supplemental Agreement, and without further action by you or HotDoodle, such provision shall be reformed to the minimum extent necessary to make such provision valid and enforceable

e) Notices. HotDoodle may provide you with notices, including, without limitation, those regarding changes to this Supplemental Agreement and other service-related announcements, by email or postings at www.hotdoodle.com.

f) Future Changes In The Service. HotDoodle reserves the right at any time (and from time to time) to modify, suspend, or discontinue providing the PenPal Program or any part thereof with or without notice. HotDoodle will not be liable to you or to any third party for any modification, suspension or discontinuance of the PenPal Program.

g) Assignment. HotDoodle may assign this Supplemental Agreement to any successor or purchaser of HotDoodle of all or substantially all of its assets.

h) Headings. Section titles and headings in this Supplemental Agreement are for convenience only, and have no legal or contractual effect.

i) Trademarks. Metabyte®, HotDoodle™, WebGenerator™, the Metabyte logo and the HotDoodle logo, and other Metabyte logos and names are trademarks of Metabyte, Inc. You agree not to display or use these trademarks in any manner without prior, written consent of Metabyte, Inc.

j) Contact Information. Please send any questions or comments, or report any violations of this Supplemental Agreement, to help@hotdoodle.com.