Terms and Conditions

This Services Agreement is a legally binding agreement between:

(1) Zoost Ltd Trading as WebsiteStartupKit.com, whose registered office is at 13 Davy Court, Rugby, CV23 0UZ, United Kingdom, registered company number 06296100 (“WebsiteStartupKit.com”); and

(2) The publisher of the Site, whether an individual or a legal entity, identified on the online sign-up form (“Customer”),

together known as “the Parties”, as follows. The terms used in this Agreement are explained in the Schedule at the end.

1. Entering into Agreement

1.1 By clicking to agree to these Terms and Conditions, or by indicating so in writing, Customer agrees to be bound by the terms of this Agreement from such date. If Customer does not agree to be bound by any term of this Agreement, Customer may not make use of the Services. If Customer proceeds to use the Services but does not accept the terms of this Agreement, Customer will be infringing on WebsiteStartupKit.com’s Intellectual Property Rights and WebsiteStartupKit.com may take appropriate legal action against Customer in respect of such infringement.

1.2 Subject to the terms and conditions of this Agreement, WebsiteStartupKit.com hereby grants Customer a non-exclusive, non-transferable, limited licence to use the Services in respect only of the Site (“the Licence”).

1.3 WebsiteStartupKit.com will provide the Services as limited by the terms of this Agreement.

2. Limitations of the Customer

2.1 The Customer shall not sub-license, distribute, sell, supply, modify, adapt, amend, incorporate, merge, or otherwise alter the Services. Customer shall not attempt to decompile, reverse engineer, disassemble or attempt to derive any source code relating to the Services.

2.2 Customer shall not remove or replicate any logo, copyright or proprietary notices, legends, symbols, labels, watermarks, signatures or any other like marks affixed to or embedded in the Services. Customer shall not carry out any act or omission or permit that infringes or is likely to infringe upon any Intellectual Property Rights owned by or relating to WebsiteStartupKit.com or the Services.

2.4 By accepting these terms, Customer hereby warrants that it is not employed by a Competitor and is not intending to offer a service substantially comparable to the Services, whether alone or jointly with others. Customer further agrees and undertakes that it will not offer such a service within twelve (12) months of Customer entering into this Agreement.

2.5 Customer, unless a company, warrants that he or she is at least eighteen (18) years of age, has a valid credit or debit card in their name and that all information provided by it to WebsiteStartupKit.com under this Agreement is correct and up to date. Customer agrees to ensure that WebsiteStartupKit.com is kept up to date in relation to such information from time to time.

2.6 In the event that Customer is in breach of any warranties contained in this Clause 3, or if WebsiteStartupKit.com has reasonable grounds to suspect that Customer has breached such Clauses, WebsiteStartupKit.com may terminate this Agreement forthwith without notice and refuse all future requests by Customer to be supplied with the Services. Customer shall not be entitled to a refund of any Fees paid to WebsiteStartupKit.com in such circumstances.

3. Passwords and Security

3.1 When Customer registers to use the Services, Customer will be provided with a password in a format specified by WebsiteStartupKit.com (“the Password”). Customer shall not disclose such password to any other person or entity and shall ensure that the password remains confidential for the duration of this Agreement. In the event that Customer knows or has a reasonable suspicion that a third party knows Customer’s password, Customer shall notify WebsiteStartupKit.com immediately by emailing support@WebsiteStartupKit.com .

3.2 If WebsiteStartupKit.com has reasonable grounds for believing that Customer has misused or is misusing the Password, WebsiteStartupKit.com may require Customer to change the Password or may suspend Customer’s use of the Services until such time as WebsiteStartupKit.com is satisfied that the security of the Services is no longer compromised by Customer’s activities.

4. Fees and Payment

4.1 The Fees comprise of an Initial Payment and the Service Fees. The Fees are set out in the Price List. Customer will pay on the date of this Agreement the appropriate Initial Payment in accordance with Customer's purchase selections. In respect of payment of any Fees or any other sums due under this Agreement, time shall be of the essence and any non-payment thereof by Customer shall amount to a material breach of this Agreement. In respect of all Service Fees due under the terms of this Agreement, WebsiteStartupKit.com shall deduct the outstanding amount in full from the Customer’s credit card via WebsiteStartupKit.com’s chosen merchant services and payment processing providers, or may collect such Fees via standing order or direct debit.

4.2 Service Fees shall be payable one calendar month from the date of this Agreement if a monthly payment plan is chosen, and then monthly thereafter. If an annual payment plan is chosen, Service Fees shall be payable twelve months from the date of this Agreement, and then annually thereafter. Service Fees are applicable regardless of whether the Site has been made live to public visitors.

4.3 Without prejudice to WebsiteStartupKit.com’s other rights and remedies, in the event that Customer does not pay the Fees in accordance with Clause 5.1 above, WebsiteStartupKit.com reserves the right to suspend the Services. Upon suspension of the Services, Customer shall be required to pay the outstanding Fees plus any Fees due for the period for which the Services is suspended. WebsiteStartupKit.com reserves the right to levy a Reactivation Charge for any resumption of the Services. After forty-five days of non-payment WebsiteStartupKit.com may permanently delete the Site and all associated data.

4.4 WebsiteStartupKit.com reserves the right to vary the Fees from time to time and on thirty (30) days' notice. In the event that WebsiteStartupKit.com reduces the Fees, no prior notice shall be required.

4.5 WebsiteStartupKit.com processes all Fees paid by Customer to WebsiteStartupKit.com via a payment partner or directly via standing order or direct debit. The identity of the WebsiteStartupKit.com payment partner together with a link to its website is set out on the WebsiteStartupKit.com.com website. In entering into this Agreement with WebsiteStartupKit.com, Customer agrees to enter into an agreement with WebsiteStartupKit.com’s payment partner to pay the Fees. In the event that Customer does not enter into such an agreement with WebsiteStartupKit.com’s payment partner, for whatever reason, this Agreement shall terminate with immediate effect.

4.6 Customer is responsible for the payment of all taxes due in respect of any payment Customer makes to WebsiteStartupKit.com pursuant to this Agreement.

5. Content Supplied by Customer

5.1 Customer will continue to own any Intellectual Property Rights in the text and aesthetic design of the Content. All Intellectual Property Rights in the other aspects of the Site, including without limitation its user interface, look and feel and functionality, administration tools, content management and management reporting are owned by WebsiteStartupKit.com except for where such look and feel is designed by the Customer, it shall be entitled to use that look and feel in respect of other sites and using a designer other than WebsiteStartupKit.com. Upon termination of this Agreement, each party shall cease to use and to have any right to use the other party’s Intellectual Property Rights but WebsiteStartupKit.com shall have the right to use images of the Site for its own online and offline marketing, including but not limited to press releases, email newsletters, www.WebsiteStartupKit.com or any of its company’s websites or any other form of advertising provided the above is not in breach of this agreement.

5.2 Customer agrees to be entirely responsible for the Content of the Site. Customer permits WebsiteStartupKit.com to use and copy the content for the purposes of providing the Services. Customer accepts and agrees that WebsiteStartupKit.com is not in any way responsible or shall be held liable for the Content or the way the Customer uses the Services. Without prejudice to this or to any other remedies it may have, WebsiteStartupKit.com shall have the absolute right at any time and without notice to Customer to remove any Content it considers in its complete discretion is in breach of any of the terms of this Agreement or may otherwise be harmful or prejudicial to WebsiteStartupKit.com or the Services, and/or may suspend the Services until such time as such material no longer forms a part of the Content.

6. Use of the Site

6.1 Customer hereby warrants that it shall not in WebsiteStartupKit.com’s opinion and at its entire discretion use the Services or cause the Services to be used to:

6.1.1 upload, post, email or otherwise transmit any content that is unlawful, harmful, threatening, abusive, tortuous, defamatory, obscene or invasive of another’s privacy, racially, ethnically objectionable or

6.1.2 use the Services to impersonate or to cause to be impersonated any person or entity or to misrepresent Customer’s affiliation with or endorsement by any group, organisation or entity; or

6.1.3 upload, post, email or otherwise transmit any unsolicited or unauthorised advertising, promotional Services, spam or any other form of unlawful or illegal communications, including but not limited to any material containing software, viruses or any other code that causes any other digital code or file to act in a manner that is detrimental to the Services; or

6.1.4 infringe upon the Intellectual Property Rights of any third party.

7. Users of the Site

7.1 Customer shall be solely responsible for the use by end-users of the Site. Customer agrees to ensure that end-users of the Site agree to and abide by terms of use and privacy policy for the Site, which provide no less protection to WebsiteStartupKit.com and the Customer than those terms set out in WebsiteStartupKit.com’s own Terms and Conditions. WebsiteStartupKit.com hereby permits Customer to use the terms and privacy policy set out as at Privacy Policy as a template for the terms of use for the Site. Customer agrees and accepts that WebsiteStartupKit.com is not responsible for the validity, enforceability, sufficiency or applicability of the terms in any given situation and Customer agrees to take its own independent legal advice on such issues. For the avoidance of doubt, the Customer shall not be under obligation to use the above terms and privacy policy as a template for the terms of use for the Site.

7.2 Customer agrees to terminate an end-user’s use of the Site if such end-user is in breach of the terms of use for the Site.

8. Product Support

8.1 The Services will be provided to Customer "as is" and "as available". WebsiteStartupKit.com will make all reasonable commercial attempts to make the Services available to Customer without interruption but reserves the right to suspend the Services and the Site in order to perform maintenance of the Services at such intervals and for such periods as WebsiteStartupKit.com may in its complete discretion decide. Wherever reasonably possible, WebsiteStartupKit.com will provide Customer with prior notice of such activities.

8.2 From time to time, WebsiteStartupKit.com may establish or vary general practices and limits concerning use of the Services, including without limitation email usage, monthly maximum bandwidth usage numbers and sizes of emails sent to an account of the Services, disk space allocated to Customer as part of the Services and access by Customer to send emails. The current storage and bandwidth allocations can be found on the Features page on the www.WebsiteStartupKit.com website.

8.3 Customer agrees that WebsiteStartupKit.com has no responsibility or liability for the deletion or failure to store any messages, other communications or other Content maintained or transmitted by the Services. Customer agrees that it is its responsibility at all times to maintain its own back-up copies of all its Content and communications between Customer and other parties.

8.4 Customer agrees that WebsiteStartupKit.com has no responsibility or liability for the failure to send any automated e-mail messages Setup by Customer using the Services.

9. Confidentiality

9.1 Customer acknowledges that the Services, including all documentation, techniques, methods, processes, drawings, specifications, plans, diagrams, notes, data, models, samples, contact details of WebsiteStartupKit.com employees and all other information relating to WebsiteStartupKit.com or the Services, whether written or oral and whether disclosed by WebsiteStartupKit.com to Customer prior to or after the date of this Agreement (“the Information”), may contain valuable trade secrets and will contain confidential information that are WebsiteStartupKit.com’s property and that are also protected by laws relating to Intellectual Property Rights of various countries. Customer agrees that it will keep the Information in strict confidence and will not in any way:

9.1.1 disclose or make available the Information or any portion thereof to any person or entity. Customer will be responsible for ensuring that any third party who, with WebsiteStartupKit.com’s prior authorisation, accesses the Information, signs a confidentiality agreement on terms no less stringent than those contained in this Agreement in a form acceptable to WebsiteStartupKit.com that prohibits the unauthorised use or disclosure of any of the Information; or

9.1.2 copy, reproduce or duplicate the Information or any portion thereof in any form or medium, except as expressly provided in this Agreement.

9.2 Customer shall maintain the Information and any copies thereof in a secure fashion and will take all reasonable measures consistent with the highest standards of security generally used in the industry for the protection of valuable source code in order to protect the Information and any copies thereof from theft, copying, reproduction, or unauthorised distribution, disclosure, dissemination or use. Without limiting the foregoing, Customer shall:

9.2.1 use at least the same level of security for the Information that Customer uses for its own most valuable trade secrets and internal company information;

9.2.2 use the Information only in a secure area and on a secure workstation; and

9.2.3 store any copy of the Information in a safe (or equally secure storage place) when it is not using it.

9.3 Customer shall immediately notify WebsiteStartupKit.com of any unauthorised use or disclosure of, or of any unauthorised access to, or of any theft or loss of any copies of the Services or of any information that constitutes the Information it suspects or that comes to its attention.

9.4 WebsiteStartupKit.com accepts that this undertaking does not apply to any part of the Information that:

9.4.1 becomes generally available to third parties by publication or otherwise through no fault of Customer;

9.4.2 becomes lawfully known to the Third Party without confidential or proprietary restriction from a source other than WebsiteStartupKit.com;

9.4.3 is approved by WebsiteStartupKit.com for disclosure without restrictions in a written document signed by one of WebsiteStartupKit.com’s duly authorised managers or officers; or

9.4.4 Customer is able to prove that it was lawfully in possession of prior to such disclosure and that was not acquired directly or indirectly from WebsiteStartupKit.com or any of WebsiteStartupKit.com’s subsidiaries or holding companies.

9.5 Customer agrees to keep this Agreement and its contents confidential save where otherwise required by law.

9.6 This clause 9 shall survive termination of this Agreement.

10. Intellectual Property Rights

10.1 Customer hereby grants WebsiteStartupKit.com a non-exclusive, world-wide licence to use, copy, store, transmit, display or otherwise process all Content supplied by Customer to WebsiteStartupKit.com in relation to the provision by WebsiteStartupKit.com of the Services.

10.2 All title in the Intellectual Property Rights in the Services is owned by WebsiteStartupKit.com. Customer may not use the Services except as expressly permitted under this Agreement.

10.3 Except for the rights and licence granted under this Agreement, nothing contained in this Agreement shall be construed to grant Customer any right, title or interest in or to the Services. WebsiteStartupKit.com expressly reserves all right, title and interest in and to the Services not specifically granted to Customer under this Agreement.

11. Data Protection

11.1 WebsiteStartupKit.com agrees not to disclose or make available to any third party any Customer Data relating to the Site that WebsiteStartupKit.com receives in the course of its performance of its obligations under this Agreement, unless compelled to do so by court order.

11.2 Customer hereby acknowledges that for the purposes of the UK Data Protection Act 1998 and in respect of Customer Data, Customer is the data controller and WebsiteStartupKit.com is the data processor. Both parties agree at all times for the duration of this Agreement to comply with any and all relevant data protection legislation.

11.3 Customer hereby acknowledges and accepts that, solely for the purpose of provision of the Services, some or all of the Site content, or of the Customer Data relating to the Site, may be stored or hosted on servers located outside the European Union.

12. Limitation of Liability and Indemnity

12.1 To the maximum extent permitted by law, WebsiteStartupKit.com excludes all warranties, conditions or other terms that may be implied into this Agreement whether by law, statute or otherwise. WebsiteStartupKit.com gives no condition, warranty or other term whatsoever, either express or implied including, without limitation, as to the condition of any of the Services or of the Information, or as to merchantability, satisfactory quality, fitness for a particular purpose, non-infringement of Intellectual Property Rights, or use of reasonable care and skill. To the maximum extent permitted under applicable law, WebsiteStartupKit.com shall not be liable in contract, tort or otherwise for any loss or damage, howsoever arising in connection with the Services or this Agreement. WebsiteStartupKit.com shall not be liable for any indirect, special, or consequential damages, whether such damages or losses are known, foreseen, foreseeable or unforeseen. Nothing in this Agreement shall limit WebsiteStartupKit.com’s liability for negligently caused death or personal injury or fraud.

12.2 Customer hereby agrees to indemnify and hold WebsiteStartupKit.com and WebsiteStartupKit.com’s subsidiaries, affiliates, officers, agents and employees from and against any third party claim arising from or in any way related to Customer’s use of the Services, including but not limited to any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, and legal costs, of every kind and nature.

12.3 Customer shall ensure that Customer’s computer system, central processing unit or computer is compatible with the Services.

13. Breach

The provisions of this Agreement are necessary for the protection of the business and goodwill of the parties and are considered by the parties to be reasonable for such purpose. Customer recognises that WebsiteStartupKit.com’s business relies upon the protection of its Intellectual Property Rights and that in the event of a breach or threatened breach of Intellectual Property Rights, WebsiteStartupKit.com may be caused irreparable damage. Customer agrees that WebsiteStartupKit.com will therefore be entitled to injunctive or other equitable relief in order to prevent a breach or threatened breach of WebsiteStartupKit.com’s Intellectual Property Rights without proof of unquantifiable loss or special damage.

14. Term and Termination

14.1 WebsiteStartupKit.com may terminate this Agreement forthwith on giving notice in writing to Customer if:

14.1.1 Customer commits any breach of any term of this Agreement and (in the case of a breach capable of being remedied) shall have failed, within 30 days after the receipt of a request in writing from WebsiteStartupKit.com to do so, to remedy the breach; or

14.1.2 Customer commits a material breach of this Agreement.

14.2 Either party may terminate this Agreement at any time by providing the other party with thirty (30) days’ written notice.

14.3 If this Agreement is terminated by Customer prior to the end of the monthly or annual payment period then in effect, any refund or credit given, if any, for the remainder of the payment period shall be at the sole discretion of WebsiteStartupKit.com.

14.4 Forthwith upon termination of this Agreement, Customer shall cease all use of the Services.

14.5 Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision in this Agreement that is expressly or by implication intended to come into or continue in force on or after such termination.

15. Amendments

WebsiteStartupKit.com reserves the right to amend this agreement at any time by posting a revised version on the website; www.WebsiteStartupKit.com.

16. Assignment

Neither this Agreement nor any rights, licences or obligations under it, may be assigned by Customer without the prior written consent of WebsiteStartupKit.com. WebsiteStartupKit.com may assign this Agreement or any rights, licences or obligations under it in its sole discretion.

17. Entire Agreement

This Agreement supersedes all prior agreements, arrangements and undertakings between the parties and constitutes the entire agreement between the Parties relating to the subject matter of this Agreement. However, the obligations of the Parties under any pre-existing non-disclosure agreement shall remain in full force and effect insofar as there is no conflict between the same. The Parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement.

18. Force Majeure

18.1 Neither Party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement that result from circumstances beyond the reasonable control of that Party. If such circumstances continue for a continuous period of more than thirty (30) days, either Party may terminate this Agreement by written notice to the other party.

18.2 Any costs arising from such delay shall be borne by the Party incurring the same.

19. Notices

19.1 Any notice to be given under this Agreement shall be in writing and shall be sent by first class mail, email or any other means of electronic communication, or by fax to the address of the relevant party set out at the head of this Agreement or such other address as that party may from time to time notify to the other party in accordance with this clause 23.1.

19.2 Notices sent in accordance with clause 20.1 above shall be deemed to have been received 2 working days after the day of posting (in the case of inland first class mail), or 7 working days after the date of posting (in the case of airmail), or on the same working day in the case of a fax or email transmission sent before 1600 hrs (in the case of fax messages, but only if a transmission report is generated by the sender’s fax machine recording a message from the recipient’s fax machine confirming that the fax was sent to the number indicated above and confirming that all pages were successfully transmitted).

19.3 In proving the giving of a notice it shall be sufficient to prove that the notice was left, or that the envelope containing the notice was properly addressed and posted, or that the applicable means of telecommunication was addressed and dispatched and dispatch of the transmission was confirmed and/or acknowledged as the case may be.

20. Severance

If any provision of this Agreement is prohibited by law or judged by a court of competent jurisdiction to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and shall not in any way affect any other circumstances pertaining to this Agreement or the validity or enforcement of this Agreement.

21. Successors and Assignees

21.1 This Agreement shall be binding upon, and inure to the benefit of, the Parties and their respective successors and expressly permitted assignees, and references to a party in this Agreement shall include its successors and expressly permitted assignees.

21.2 In this Agreement, references to a Party include references to a person:

21.2.1 who for the time being is entitled (by expressly permitted assignment, novation or otherwise) to that party’s right under this Agreement (or any interest in those rights); or

21.2.2 who, as administrator, liquidator or otherwise, is entitled to exercise those rights; and

21.2.3 in particular those references include a person to whom those rights (or any interest in those rights) are transferred or pass as a result of a merger, division, reconstruction or other reorganisation involving that Party. For this purpose, references to a Party’s rights under this Agreement include any similar rights to which another person becomes entitled as a result of a novation of this Agreement.

22. Waiver

No delay, neglect or forbearance on WebsiteStartupKit.com’s part in enforcing any term or condition of this Agreement against Customer shall be or be deemed to be a waiver or in any way prejudice any of WebsiteStartupKit.com’s rights under this Agreement. No right, power or remedy in this Agreement conferred upon or reserved for WebsiteStartupKit.com is exclusive of any other right, power or remedy available to WebsiteStartupKit.com.

23. Third Parties

The provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement.

24. Proper Law and Jurisdiction

24.1 This Agreement and all matters arising from it shall be governed by and construed according to the laws of England and Wales and shall be subject to the exclusive jurisdiction of the courts of England and Wales.

Definitions

The following terms when used in this Agreement shall have the following meaning:

“Additional Services” means such additional services as may from time to time be provided by WebsiteStartupKit.com to the Customer, as agreed between WebsiteStartupKit.com and the Customer from time to time and as defined on the WebsiteStartupKit.com website.

“Competitor” means any organisation, company, body corporate, individual or group of people that produces, writes, sells, markets, distributes or is otherwise involved in the business of offering for sale a Services substantially comparable to the Services;

“Content” means (without limitation) all data, images, words, logos pictures and all other information whether present or future and of whatever nature made available to third parties via the Site by Customer or by WebsiteStartupKit.com on Customer’s behalf;

“Custom Site Design” means a unique design created by WebsiteStartupKit.com or by a designated third party at the Customer’s request and subject to an additional Fee.

“Customer Data” means information that relates to a living individual who can be identified;

(a) from that information; or

(b) from that information and other information in the possession of, or is likely to come into the possession of, the parties.

“Fees” means the Annual Fee, Monthly Fees, Service Fees, Initial Payment and any other fees to be charged for use of the Service or individual features of the Service;

“Information” means as defined in Clause 9.1;

“Initial Payment” means either full or part payment of the Setup Fees;

“Intellectual Property Rights” means any copyright, database right, design right, patent, rights in inventions, trade mark, Services mark, domain name, confidential information, know-how, business name, trade name, get-up, trade dress, right to sue for passing off or for unfair competition and any other intellectual property rights whether applied for, registered or unregistered and wheresoever held in the world;

“Licence” means as defined in clause 1.2;

“Password” means as defined in clause 3.1;

“Price List” means the prevailing list of prices for the Services as varied by WebsiteStartupKit.com from time to time;

“Privacy Policy” means WebsiteStartupKit.com’s policy more particularly described at http://www.WebsiteStartupKit.com/information/privacy-policy.aspx

“Services” means services described as being provided by WebsiteStartupKit.com or by a third party on WebsiteStartupKit.com’s behalf on the www.WebsiteStartupKit.com.com website, which may include without limitation website design, content management, membership management, website management payment processing services, and support of the WebsiteStartupKit.com platform.

“Service Fees” means the Initial Setup Fee, Monthly Fees and any other fees to be charged for use of the Service.

“Site” means the website Customer proposes to launch and operate using the Services.

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