Terms of Sale

These Terms of Sale are the general terms and conditions on which Panas Computers, trading as top100logo.com (“we”, “us”), sells a placement on the logo wall and operates it. You are the buyer (“you”).

• We: Panas Computers, 8386 Vaulting Dr, Lake Worth, FL 8386, USA, LBTR Number 2023151908.
• Contact: hello@top100logo.com — the same address for orders, invoices and notices.

These terms are for business buyers. A spot is advertising space bought for a trade or profession, and by ordering you confirm that you are acting for a business and not as a consumer. Because spots are bought by businesses, consumer cancellation rights do not apply to this contract. If you are an individual buying for personal, non-business reasons, or you are a sole trader, write to us before ordering and do not place an order until we have agreed how these terms apply to you in writing — some protections can never be excluded, and this contract does not try to exclude them.

If you order on behalf of a client, you confirm you are authorised to do so and that the client is bound by these terms.

The wall is a fixed grid of 100 placements. A spot is the right to have your approved logo displayed on an identified tile of that grid, with a link to the URL you nominate, for as long as we operate the wall.

• A spot is not an ownership interest, a share, or a property right in this website, the domain, the software, the artwork or any particular pixel or tile.
• You get the placement and the link. We keep the wall, the grid and everything that runs it.
• We may scale, crop to a tile, reposition within your spot, or adjust the wall’s presentation for security, accessibility, performance or design reasons, provided your spot remains substantially equivalent to what you bought. Spots are displayed at whatever size the visitor’s screen allows, always as part of the full grid.

There is no checkout on this site. Ordering runs by email, in four steps:

1. You email us the spot numbers, the company, the logo and the target URL.
2. We check availability and answer in writing. An enquiry, or a spot being free, is not an offer that we must accept.
3. We send a written agreement setting out the spots, the price and the placement terms, plus an invoice.
4. An agreement is binding on both of us only when the written agreement has been signed (or accepted by email) by both sides and payment has cleared.

We may decline any order, or a particular logo or URL, before the agreement is signed — for example if the content falls outside clause 9, if the same brand would hold two competing positions, or if the spot is no longer free.

The list price is $100,000 per spot. Two published reductions exist, and there are no others:

• Launch spots. Select spots marked on the wall take 10% off and cost $90,000. They are ordinary spots in every other respect.
• The volume ladder. In an order for more than one spot, the first spot is full price and every additional spot costs 5% less than the one before it: the second is 5% off, the third 10% off, the fourth 15% off, and so on. The ladder stops at 50% off, reached by spot 11; everything from spot 11 onwards in a single order is priced at $50,000.

So a four-spot order costs $100,000 + $95,000 + $90,000 + $85,000 = $370,000. The ladder applies to spots bought in one order; it does not combine across separate orders placed later, and it cannot be applied retrospectively to spots already bought.

Every figure is exclusive of sales tax and VAT. Sales tax or VAT is added where it is chargeable, and where an exemption or a reverse charge applies the invoice says so. Prices are in US dollars; if we agree to invoice in another currency, the currency and the applicable conversion are stated on the invoice.

• We issue an invoice after the agreement is signed. It is payable by bank transfer to the account named on it, within the period stated on it (normally 14 days).
• Payment must come from a company account in the name of the buyer on the invoice. We may refuse or return a payment from a third party.
• Tax details: you must give us your correct legal name, registered address and any sales-tax or VAT identification number before we invoice, so that the invoice is valid and correctly charged.
• You cannot set off any amount against the invoice, and you cannot withhold payment because of a separate dispute, unless a court or the law says otherwise.
• If an invoice is not paid on time, we may suspend the placement, withdraw the spot and any other spots in the same order, and charge statutory interest for late payment. We may also refuse further orders until the account is clear.
• Faulty or incomplete artwork can delay placement. That is not a reason to withhold payment, and we will always tell you what we need.

• One tile on the wall displaying your approved logo, at the position agreed in the written agreement.
• A link from that logo to the approved URL, opening in a new tab.
• No expiry date and no renewal fee, for as long as we operate the wall (clause 7).
• One free change of logo or destination link per year, requested by email from the contact on the agreement. Further changes are at our discretion and may be charged.
• The right to sell the spot on under clause 11 (transfers), which is the only recurring charge that can ever arise from a spot.
• A written confirmation once your logo is live, and a written reply to any question about your placement.

“Permanent” means one specific thing: your placement has no expiry date and no renewal fee while we continue to operate the wall. It is not a promise that the internet, the domain name, the business or the wall will exist forever, and no one can honestly promise that.

• We will use commercially reasonable efforts to keep the wall online, available and maintained, and to give the spots on it a stable home.
• We do not promise any particular number of visitors, impressions, clicks, search ranking, leads or sales. A placement is bought for its position and its permanence, not for a traffic figure.
• If we permanently discontinue the wall within five years of your logo going live, we will notify you where we can and refund the fee you paid, reduced by 1/60 for each full month your logo has been displayed. After five years, no refund is due.
• Before discontinuing, we will offer you a substantially equivalent placement on a successor property run by us, on these terms, instead of the refund in the previous bullet. You choose which of the two you prefer.
• If we ever make a change that permanently and materially reduces the visibility of your spot, we will offer you an equivalent placement or a pro-rata refund.

You keep all rights in your logo and your brand. To let us display it, you grant us a non-exclusive, worldwide, royalty-free licence to host, store, copy, resize, crop to your tile and display the material you send us, and to link the tile to the URL you approve. That licence lasts while your logo is displayed, plus a reasonable period afterwards for backup, archive and operational records.

You warrant that:

• you own the material you send, or you have the rights holder’s written permission to have it displayed on the wall and linked to the URL you give us;
• the material and the destination page are lawful, accurate, not misleading, and do not infringe anyone’s rights;
• if you are an agency or intermediary, you have the advertiser’s authority to give us these rights.

Tell us if a logo or link changes owner or becomes unlawful, and we will remove or update it. Displaying your logo does not mean we endorse you, and the wall is not presented as any kind of partnership or sponsorship.

The wall sits beside other brands, so the content on it has to be something we can defend. We may refuse to sell a spot, refuse a particular logo or URL, require changes, or remove material that falls into either list below — whether the problem is found before an agreement is signed or after your logo is live.

Never accepted, whoever the advertiser is:

• unlawful material, or advertising a product or service that may not lawfully be sold;
• illegal drugs or drug paraphernalia, unapproved medicines, and any product or service presented as a way to obtain them;
• pornography, sexually explicit material, nudity, or advertising adult, escort or adult-entertainment services;
• firearms, ammunition, weapons, replica weapons, and paramilitary or tactical equipment — whether or not selling them is lawful where you are;
• infringing, counterfeit, or passing off someone else’s brand;
• deceptive or misleading — including false claims, fake awards, or a logo that implies a relationship you do not have;
• defamatory, harassing, hateful, discriminatory, or inciting hostility against any group;
• malware, phishing, scams, or a destination page that is broken, unsafe or malvertising;
• likely to expose the wall, the visitors or us to a material legal, security or reputational risk.

Only with our written agreement: gambling, betting, tobacco, vaping, nicotine and alcohol advertising, and any other category we decide not to carry. We may refuse those even where they are lawful, and we say so in writing before an order goes ahead.

These standards apply to the logo, any accompanying text, and the destination page. They are checked before a spot is placed and whenever a logo or link changes. We apply them consistently, and we will tell you what the problem is so that you can propose a fix.

What a refusal means. If we decline an order, or refuse a logo or URL before your logo goes live, the spot is not sold to you: no fee is payable, and any fee already paid for a spot that has not gone live is refunded in full to the account it came from, excluding bank charges. A refusal on these grounds is not a breach of these terms and gives no other remedy. Once a logo is live, removing it for a breach of this clause is governed by clause 10. Refusal is about the content, never about who the advertiser is — we do not refuse on grounds of nationality, race, sex, religion, disability or any other protected characteristic.

• We may remove or suspend a spot immediately where we reasonably believe we must — for example for a legal demand, suspected infringement, unlawful content, a security risk, or a link that has started distributing malware.
• For any other breach, we will normally give you written notice and a reasonable opportunity to put it right. Serious or repeated breaches, or a failure to pay, allow us to remove the spot at once.
• If we remove a spot because of your breach, no refund is due. If we remove it for our own convenience and without cause, we refund pro rata under clause 7.
• Removal does not cancel the agreement or waive any other right we have, and it does not entitle you to keep the spot while the dispute is running.

A spot can be sold on. That is part of what makes it an asset. This clause applies to every transfer, whether or not we are involved in finding the buyer, and it is the only time this fee is ever payable.

1. What counts as a transfer. The sale, assignment, gift, sublicensing or any other transfer of a spot or of the rights under the agreement covering it; a change of control of the company that holds the spot; and any change of the advertiser or brand displayed on the tile. A pure rebrand of the same legal entity (a new name, logo or corporate look for the same company) is not a transfer, and neither is the ordinary annual logo or link change in clause 6.

2. Written notice and approval first. Tell us before you agree terms with a buyer, with the spot number, the buyer, the agreed value and the link they want. A transfer only takes effect when we approve it in writing and register it against the spot. We will answer within 10 business days, and we will not refuse without a reason: we may refuse only where the incoming owner or its content would breach clause 8 or 9, the destination is unlawful or unsafe, or there are sums owing to us on the spot.

3. The fee. For each approved transfer we retain a transfer fee equal to 10% of the total consideration in the sale agreement — the gross value payable for the spot, including any non-cash element and any amount deferred or contingent on performance. The seller pays the fee, out of the proceeds, within 14 days of completion. The buyer keeps paying nothing to us beyond what they pay the seller. Where the consideration is not in money, we agree its fair value with you before the transfer.

• Sale value $150,000 → fee $15,000, seller keeps $135,000.
• Sale value $400,000 → fee $40,000, seller keeps $360,000.
• No sale, no fee. Holding a spot costs nothing, for as long as you hold it — there is no annual charge, no renewal fee and no minimum.

4. Conditions. No sums may be outstanding on the spot; the incoming owner must accept these terms in writing; and the same content standards apply to their material. Until the fee is settled, the transfer is not registered — the original owner remains responsible for the spot and the tile keeps displaying the original brand.

5. No right of first refusal, and no veto for convenience. We are not entitled to step in and buy the spot instead of your buyer, and we cannot block a sale simply because we would prefer a different advertiser, or to protect our own commercial interest. Approval is limited to the grounds in paragraph 2.

6. Transfers that skip this clause. A transfer that ignores this clause does not bind us. We will not recognise the new advertiser, the tile stays with the brand we contracted with, and we may refuse to update the logo or link — and the original owner stays liable for the spot and for the fee. This is not a penalty: it is the position that applies when a transfer has not been completed on these terms.

• Once a spot has gone live, you cannot cancel the agreement for convenience. You may ask to transfer it instead (clause 11).
• No refund is due because of commercial results, or the absence of them: visitor numbers, clicks, leads, sales, conversions and search performance are not part of what you buy.
• If we never place your logo, or we fail to display it for a material period and do not fix that within 14 days of your written notice, you may choose between a pro-rata refund under clause 7 and, where possible, an equivalent placement.
• Any refund is made to the account the payment came from, in the currency invoiced, and excludes any bank charges or exchange differences.
• Nothing in these terms excludes or limits any right or remedy you have that cannot lawfully be excluded or limited.

• We aim to keep the wall available at all times, but we do not promise uninterrupted service. Maintenance, security work, provider outages and incidents happen, and brief interruptions are not a breach of these terms.
• The wall is one page, so we will not break your placement into a separate low-traffic page, and we will not add spots beyond the 100 that exist.
• We may update the site’s design, copy, technology and hosting. We may add features for all spots — for example a directory or a profile option — without changing your fee.
• We will not move your spot to a materially worse position without offering an equivalent placement or a pro-rata refund under clause 7.

• Our total liability arising out of an order, in contract, tort or otherwise, is limited to the fee you paid us for that order.
• We are not liable for indirect or consequential loss, loss of profit, revenue, goodwill, business, opportunity or data, or for anything arising from a third party’s website, content, or an interruption of the internet, hosting or any provider beyond our reasonable control.
• We are not responsible for how your logo or destination page is received by visitors, or for any visitor’s conduct.
• Nothing in this clause limits liability that cannot lawfully be limited or excluded — including liability for intentional damage — and nothing limits your obligation to pay for a spot you agreed to buy.

This clause allocates risk between two businesses in a way that is reflected in the price. If you need a different allocation — for example a higher cap for a large order — tell us before signing and we will agree it in the written agreement.

You will indemnify us against third-party claims, losses and reasonable costs (including reasonable legal fees) arising from the material you send us, from your destination page, from a failure of the warranties in clause 8, from your breach of clause 9, or from your breach of clause 11. We will tell you promptly about any such claim, give you the information we hold about it, and not settle it in a way that imposes obligations on you without your agreement. This indemnity does not apply to the extent a claim results from our own breach of these terms.

Neither side is liable for a delay or failure caused by an event beyond its reasonable control that it could not reasonably have avoided or overcome — for example a widespread internet or power failure, war, epidemic, or the failure of a provider on which the service depends. The affected obligation is excused only for as long as the event lasts, the affected side informs the other where it practicably can, and it must take reasonable steps to limit the damage. A decision to close the wall voluntarily is not an event of force majeure; clause 7 governs it.

• Notices to us go to hello@top100logo.com. Notices to you go to the contact email on the agreement.
• An email counts as received when it is sent, unless the sender is told it did not arrive.
• If a notice has to be legally served, either side may ask for it to be delivered to the postal address on the agreement as well; that request must be honoured within five business days.

These terms and any agreement for a spot are governed by the laws of the State of Florida, United States, without prejudice to any mandatory rule that applies notwithstanding that choice.

Before starting proceedings, both sides agree to raise the dispute in writing and to try to settle it in good faith, including by mediation if either side suggests it, for 30 days. If that does not resolve it, the courts of the State of Florida, United States have exclusive jurisdiction — except that nothing here prevents either side from applying to any competent court for urgent relief, such as an injunction to stop unlawful content, and nothing removes a right to sue elsewhere that mandatory law gives you.

These terms are written in English. Where we agree a translation for convenience, the English version prevails to the extent the law allows.

The version of these terms in force when your written agreement was signed governs your spot, with the written agreement taking precedence if the two differ. We may update these public terms for future orders at any time, and we date this page whenever we do. If we want to change a term in a way that materially reduces the rights you already have — including the transfer fee or the permanence clause — we will email you first and ask for your written agreement, and if you refuse, the old term continues to apply to your spot.

• Entire agreement. The signed written agreement, the identified spot, the invoice and these terms are the whole agreement between us on a spot, and replace anything said in emails, on this site or in a meeting.
• Assignment. You may not assign or transfer the agreement except by a transfer under clause 11. We may assign it to a company that takes over the operation of the wall, on written notice to you, provided your spot and these terms are unaffected.
• Severability. If a provision is found invalid or unenforceable, it is modified as little as necessary to make it valid, or removed, and the rest continues in force.
• Waiver. If either side does not enforce a term once, that is not a waiver of it.
• No partnership. The wall is advertising space. Nothing here creates a partnership, agency, joint venture or employment relationship, and neither side may describe the other as a partner.
• Third-party rights. Only you and we have rights under this agreement, except that our service providers may rely on the licences in clause 8.
• Language and records. We keep a copy of your agreement and these terms for the retention period in our Privacy Policy.