Terms and Conditions

1. Introduction

These Terms and Conditions (the "Agreement" or "Terms") are an agreement between you and Zaliet (together with its affiliates, subsidiaries, officers, directors, employees, agents, partners and licensors, 'Zaliet', 'we', or 'us'). This Agreement sets forth the terms and conditions of your use of all Zaliet products and services (collectively, the 'Services'). Within the scope of such Services, this Agreement refers to both:

a) Your use of and access to the sites, templates, applications and tools; and

b) Your service plan, as further described at www.zaliet.com/pricing. Please read these Terms carefully. You should print or make an electronic copy of the Terms for your records.

By using or accessing the Services, you are agreeing to the terms set out below and in our Privacy Policy which is incorporated into this Agreement. If you are using the Services for an organisation, you are agreeing to this Agreement on behalf of that organization and represent and warrant that you can do so.

If you do not agree to all the terms in this Agreement, you may not use or access the Services.

2. Definitions

‘Auto Renew’ is the process by which the Zaliet term is extended for an additional 12 months unless you terminate Your Services in accordance with the terms of the order and Clause 10 of this Agreement.

‘Term’ means recurring periods of 12 months during which the Services are provided.

‘Termination Date’ means the effective date of termination provided in accordance with Clause 10, in a notice from one party to the other.

‘You’ and ‘Your’ mean the client detailed on the Order for the initial term.

‘User Content’ and ‘Your Content’ means content that you transfer to us for processing, storage or hosting by the Services in connection with your Zaliet account and any computational results that you or any End User derive from the foregoing through their use of the Services. For the avoidance of doubt ‘User Content’ and ‘Your Content’ does not include the website template supplied by Zaliet.

3. Changes to these terms

We reserve the right to revise these Terms from time to time. We will date and post the most current version of these Terms on our site. Any changes will be effective upon posting the revised version of these Terms. If we amend the terms in any material way, we will notify you via by email, or by displaying a prominent notice within the Service. If you do not agree to the material change, you may cancel this Agreement with no additional charges. By continuing to use or access the Services after any revisions come into effect, you agree to be bound by the revised terms.

4. Your Accounts

You must ensure that all usernames and password required to access the Services are kept secure and confidential. You must immediately notify us of any actual or suspected loss, theft or unauthorised use of your Accounts or passwords.

You are solely responsible for any activity on your Accounts. We are not liable for any acts or omissions by you in connection with your Accounts.

5. Design Brief

You must supply all materials and information required by us to complete the website in accordance with any agreed specification. Such materials may include, but are not limited to, text, logos, images, audio, video, code and any other materials created by you ('User Content'). Where there is any delay in supplying these materials to us which leads to a delay in the completion of work, we have the right to extend any previously agreed deadlines by a reasonable amount.

6. Your User Content Stays Yours

Zaliet does not claim ownership of your User Content, but you give us your permission to host your User Content on our platform. This permission exists only for as long as you continue to use our Services. You shall own all intellectual property pertaining to your User Content which includes any sample content provided by Zaliet which has been substantially edited or adapted by you. You hereby grant Zaliet a non-exclusive, transferable right and license to use your User Content (in whole or in part) worldwide in order to provide you with the Services.

In the event that this agreement is terminated or not renewed, you will no longer have access to Your Content and it is your responsibility to extract your Content. Alternatively, for an agreed fee, we can arrange for a Zaliet Web Developer to export Your Content.

7. Your Obligations

You will be solely responsible for your Website and Service Portal viewers and for any and all materials that appear on the Website and Service Portal, including, but not limited to, the following:

a) The accuracy and appropriateness of all materials posted on the Website and Service Portal;

b) Ensuring you have all the necessary rights to post or distribute such User Content; and

c) Ensuring that materials posted on the Website and Service Portal do not violate or infringe upon the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or proprietary rights) and are not defamatory, libellous, obscene, harassing, deceptive or fraudulent or otherwise illegal;

Zaliet shall not be responsible or liable for any loss, cost, liability, damages or expenses caused and or suffered as a result of any use of User Content or Zaliet content on the Website and Service Portal created for the user.

You understand that Zaliet does not provide any legal advice or any recommendation with respect to any laws or requirements applicable to your use or any of your End Users, or your compliance therewith.

8. License

Apart from your User Content, Zaliet and/or its licensors own the intellectual property rights for all material on this Website and Service Portal and all intellectual property rights are reserved. This includes your website design template. You must not, nor must you authorise any third person to:

a) Reproduce, copy, download, scrape, store, re-publish, transmit, transfer, communicate, distribute, disseminate, sell, rent, lend or otherwise use the material (including sample content) or the Services, or any part of the material or the Services, in any form or by any means;

b) Make the Services available to any person other than the account user;

c) Convert material downloaded from the Services into an electronic format other than the one in which it was supplied;

d) Reverse engineer, decompile, disassemble or otherwise attempt to discern the source code of the components of the Services or reproduce all or any portion of the said components;

e) Combine the whole or any part of the data available on the Services with any other software, data or material; or

f) Redistribute content from Zaliet (unless content is specifically made for redistribution).

9. Suspension or Modification of the Services

We reserve the right to suspend access to the Service, in whole or in part, until further notice, with immediate effect:

a) To periodically maintain or improve the Service;

b) If you fail to pay all or part of any fee by the due date; or

c) If we reasonably believe you are using the Services in a way which constitutes a breach of these Terms or is likely to be found illegal.

We will endeavour where possible to provide you with reasonable notice of such suspension.

10. Term and Termination

This Agreement will become effective on the date the Service is ordered and its initial term shall expire after a period of 12 months. After their initial term(s), this Agreement will automatically renew for recurring 12-month periods until terminated by either party by providing written notice 14 days prior.

Should this agreement be terminated by you, other than as expressly provided above, an amount equal to the remaining number of monthly payments will be payable by you to 2checkout.

Zaliet will not provide notice before termination where:

a) You are in material breach of these Terms;

b) Doing so would cause us legal liability or compromise our ability to provide the Services to our other users; or

c) We are prohibited from doing so by law.

If you terminate the agreement within the initial term upon termination of this Agreement you shall immediately owe Zaliet an amount equal to the remaining number of monthly payments under the initial term of this Agreement as of the effective date of termination. You are not required to pay the remaining monthly payments if you choose to terminate this Agreement as a result of:

a) Change to the Services or this Agreement which adversely affects you and which you do not agree with; or

b) A material breach of these Terms by Zaliet. If you terminate this Agreement after the initial term has ended, you will only pay the current monthly fee and will not be charged thereafter.

Upon termination you shall immediately cease any and all use of the Services and you will not have access to the Service. If you choose to terminate the Agreement prior to delivery of the web site, we reserve the right to retain your advanced monthly payment to offset our costs for work completed.

11. Billing and Payment

All orders placed on this website and all Zaliet products are sold through and processed by 2checkout B.V. (not by us) via its own e-commerce technology platform (http://www.2checkout.com/). Based on a separate contract we have in place with them, 2checkout B.V. offers Zaliet a hosted e-commerce solution and acts as our authorised reseller of the Service. As such, any purchases initiated from our website will be conducted with 2checkout and are subject to 2checkout’s own Terms and Conditions. You are advised to review them prior to purchase.

12. Third Party Services

The Services are integrated with various Third-Party services, applications and sites (collectively, ‘Third Party Services’) that may make available to you their content and products, such as domain and email services, or marketplaces to connect customers and vendors. These Third-Party Services may have their own terms and policies, and your use of them will be governed by those terms and policies.

We do not control Third-Party Services, and we are not liable for Third-Party Services or for any transaction you may enter into with them. Your security when using Third-Party Services is your responsibility.

You also agree that we may, at any time and in our sole discretion, and without any notice to you, suspend, disable access to or remove any Third-Party Services. We are not liable to you for any such suspension, disabling or removal, including without limitation for any loss of profits, revenue, data, goodwill or other intangible losses you may experience as a result thereof (except where prohibited by Law).

Post-Termination; unless we terminate your use of the Service, during the 14 days following the Termination Date:

a) We will not take action to remove from the Zaliet systems any of Your Content as a result of the termination; and

b) We will allow you to retrieve Your Content from the Services only if you have paid all amounts due under the Agreement.

13. Search Engines

We do not guarantee any specific position in search engine results for your website. We perform basic search engine optimisation according to current best practice.

14. Server Uptime and Usage (Web Hosting)

Zaliet uses industry standard server hardware and software. Zaliet works to minimise any downtime and endeavours to provide an uninterrupted service at all times. Notwithstanding this, you acknowledge that the hosting service of Zaliet relies on factors outside of its control and accordingly Zaliet does not accept any responsibility for delays, delivery failures, or other damage resulting from any down time.

15. Warranty Disclaimers

Except as expressly provided in this agreement and to the extent permitted in accordance with applicable law, Zaliet and its affiliates, employees, agents, suppliers and licensors disclaim all warranties of any kind for the services Exc provided.

16. Limitation of Liability

You expressly understand and agree that the Service is provided on an "as is" and "as available" basis.

Zaliet's liability to you is not limited or excluded where and to the extent such liability cannot be limited or excluded in accordance with applicable law. In all other circumstances, Zaliet or its directors, employees, agents, contractors, distributors or suppliers will not be liable to you or to any third party for any costs, expenses, losses and damages incurred in relation to Service, whether that liability arises in contract, tort (including by Zaliet’s negligence) or under statute. Without limitation, Zaliet will in no circumstances be liable for any indirect or consequential losses whatsoever, loss of profits, loss of revenue or loss of business opportunity.

To the extent permissible by applicable law, Zaliet’s aggregate liability to you or any third party claiming through you, for any cause whatsoever, and regardless of the form of the action, is limited to the amount of fees paid, if any, by you in the 6 months prior to the claim under this Agreement.

The Services may contain links to third-party sites. When you access third-party sites, you do so at your own risk. We do not control and are not liable for those sites. The terms of this paragraph shall survive any termination of this Agreement.

17. Indemnification

To the fullest extent permitted by law, you agree to defend, indemnify and hold Zaliet harmless from and against any claim or demand, including reasonable legal fees, made by a third party, relating to or arising from:

a) Any User Content you make available through the Service;

b) Your Zaliet Websites and Your eCommerce;

c) Your use of the Service;

d) Any violation by you of these Terms;

e) Any claims from your End Users;

f) Any action taken by Zaliet as part of its investigation of a suspected violation of these Terms or as a result of its finding or decision that a violation of these Terms has occurred; or

g) Your violation of any rights of another.

18. Dispute Resolution

Before filing a claim against Zaliet, you agree to try to resolve the dispute by first emailing support@zaliet.com with a description of your claim. We will try to resolve the dispute informally by following up via email, phone or other methods. If we cannot resolve the dispute within thirty (30) days of our receipt of your first email, you or Zaliet may then refer this matter to arbitration.

19. Additional Terms

Entire Agreement. This Agreement together with Zaliet’s Privacy Policy constitutes the entire agreement between you and Zaliet regarding the subject matter of this Agreement and supersedes and replaces any other prior or contemporaneous agreements, or terms and conditions applicable to the subject matter of this Agreement. This Agreement creates no Third-party beneficiary rights.

Controlling Law. This Agreement and the Services shall be governed by the laws of New South Wales except to the extent that the Australian Consumer Law may require otherwise.

Waiver, Severability and Assignment. Our failure to enforce any provision of this Agreement is not a waiver of our right to do so later. If any provision of this Agreement is found unenforceable, the remaining provisions will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under this Agreement, and any such attempt will be void. We may assign our rights under this Agreement to any of our affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.

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