Terms and Conditions.


Terms and Conditions


By retaining services provided by webzooler the client will agree to the terms and conditions published below in the webzooler terms and conditions page. 



Please ensure that you read, understand and agree to the following.


 If the client requests a website to be designed for them rather than self-designing a website the client will  provide adequate written instruction as to the scope of the website the customer agrees to pay a deposit up front so that work can commence. The deposit will be fully refundable if for any reason webzooler is unable to complete the work. If the customer decides not to continue with the website the deposit will not be refundable and will cover the work completed on behalf of the customer. Upon receipt of deposit webzooler will then prepare a first draft of the website and will show it to the customer for approval. The website may be revised and reconfigured to suit customer needs.


Once approval for the final website design is given by the customer the remaining fees will be paid to enable webzooler to set up the first year annual hosting in the selected plan, upon receipt of the remainder of the fees the website will be published. The website will not be published until all fees are paid in full.


webzooler will provide additional moderate website revisions to an extent deemed reasonable by webzooler to a newly published website for up to 14 days after the date of publishing. If large revisions or redesigns are requested those revisions will incur a fee of $60 hourly to complete. After a 14 day period from the date of publishing, additional website revisions will incur a revision fee of $60 hourly with a minimum charge of 1 hour. Website revision requests should be submitted in writing and revision costs are to be paid prior to any revisions being made.


Subsequent years annual hosting will be charged at the rate published at the time of 28 days prior to renewal date. Website hosting and domain renewal fees must be received prior to website hosting renewal. 


The website will be produced using a proprietary content management system licensed for use by webzooler and will remain live and operational for the duration of the hosting agreement as long as the fees are paid and are up to date. If the service is cancelled by the customer or fees are not paid, the website can no longer be hosted on a paid server and all of the website content may be deleted by webzooler and the contract will be cancelled. It is the customer's responsibility to ensure that any data including, but not limited to information, images, files, video, audio or text are backed up prior to the end of the agreement and deletion of the website. webzooler is not responsible for lost data. Websites produced will only be hosted through servers stipulated by webzooler. WEBSITES PRODUCED AS PART OF OUR DESIGN AND HOSTING PACKAGES CANNOT BE TRANSFERRED TO OTHER SERVERS.


Other services, such as but not limited to domain name purchase, domain name registration, domain name renewal, domain name transfer advanced SEO optimization and logo design will be paid in advance by the customer so that webzooler can complete the work as agreed.


As part of search engine optimization, a reciprocal link will be placed on both, the client website and at www.webzooler.com Additionally, webzooler may elect to show the client website in an online web design portfolio and marketing material.


This Terms of Service (this “Agreement”) is webzooler (“we”, “us”, “System” or “webzooler”) and the person using our services (“you”, “User”, "Client" or “Customer”). Listed below are the terms and conditions of using our System. They are necessary in order to maintain a good practice and protect us and yourselves.

You are responsible for any content that is on your websites such as images, videos, audio files, design elements, logos, fonts, texts and more. We are not responsible for any of your content. We are also not responsible for any content that has been lost because of the use of webzooler, it is your obligation to keep safe and backup regularly your content. We do not monitor what content which one of your users may have uploaded to your website or has been used in a website and we are not to be held responsible for anyone breaking the terms and conditions but we have the right to delete such harmful content or even terminate accounts if so.


You guarantee that you own all intellectual property associated with your accounts such as images, videos, audio files, design elements, logos, fonts, texts and any other materials and files provided by you and existing on your website. You hereby grant webzooler the non-exclusive, royalty-free, unalterable, interchangeable rights to your website content in order for Us to provide you with webzooler s Services.


 1.Your Obligations


To keep your account login information safe.


To provide us with up to date, accurate and valid personal information at all times.


You own the rights to any content uploaded by you on your website, including images, videos, audio files, design elements, logos, fonts, texts and anything that you do have the rights to use.

The content materials cannot be used in an unlawful or harmful way.

You must notify us immediately if you become aware of any unauthorized use of your account.

Your content must not be illegal, unlawful, threatening, abusive, harassing, tortuous, vulgar or obscene in any way, must not infringe any person's legal rights.

You may not send unsolicited messages (SPAM) or any unethical advertising of such sort that is considered as “spam” or harmful in any way.

You should not upload viruses, worms, Trojan horses or any other malicious code, files, or programs that may interrupt, destroy, or limit the functions and services of webzooler.

You may not upload content that constitutes a scam or deception.

You may not try to hack, break or override the functions and stability of webzooler or try to exploit the software System in any way.

You may not use the System to create any scam websites and promotions with misleading content that can harm or scam visitors.

You may not use webzooler for distributing, storing or, in any way, using the System for pornographic or adult content and services.

You acknowledge and agree that If you are reasonably found guilty of violating of any of these rules and obligations, this may cause immediate termination of your account with no refund for the services that have already been paid for. You may also be forbidden from having an account in the System.


2.Service Fees


Service fees are applicable upon signing for the paid services of webzooler annually.

All Fees are in CAD and are exclusive of all taxes and you are responsible for payment thereof. webzooler is not liable for any taxes or fees related to commercial products or services.

The payment for the design and hosting fee will be in advance according to the Agreement.

You can upgrade. If upgrading, you will be charged the difference between the two subscription plans for the extra services. Downgrade refunds are applicable only for subscriptions, up to 7 days after the agreement is made only if the third party hosting provider can make changes to the account at no cost to webzooler.

Downgrading may cause a loss of information and services due to the difference between the plans.

Refunds may be allowed only for yearly subscriptions and up to 7 days after the agreement is made only if the third party hosting provider can make changes to the account at no cost to webzooler. If such refund is issued, the client will be refunded the amount paid for hosting only minus the cost of website design and the cost of one-month website hosting and any fees charged by the third-party hosting provider. The refund amount might be subject to transfer taxes that will be for the cost of the User and will be transferred to the card used for paying the initial subscription cost. Cash refunds are NOT available.


The purchase of a domain name is a separate transaction from website design and hosting. If a custom domain is purchased on behalf of the Customer by webzooler and the Customer cancels their services webzooler will not refund the cost of the domain name or the costs involved in the purchase of the domain. The domain name will continue to be owned by the customer.


At the end of a contract term, the services will be automatically renewed for the same period of time until EXPLICITLY cancelled by the User. Cancellation must be made in writing and at least 28 days prior to the end of the contract period.


If you purchase webzooler subscription hosting services, you agree to webzooler and third-party services to use and store your credit/debit card information. You authorize us to charge you for any additional Services that you may purchase and any applicable taxes connected with the payment card services. You will reimburse us for all collection costs and interest for any overdue amounts. If the payment card expires or you do not provide us with a new payment card nor cancel your subscription, you authorize us to continue billing you and you will remain responsible for any uncollected Fees.


You are responsible for the fair usage of your website and you can be charged for abnormal server or traffic usage on our unlimited subscription plans. You will be charged for the resources used by your website.


3.Service Cancellation


Failure to comply with any of webzooler’s terms or pay due fees you entitle webzooler to cancel, delete or suspend your account services and website.


4.Termination


Services can be terminated by us at any time without a cause.

You can terminate your services at any time without a cause according to the cancellation procedures encuring the charges previously outlined.

If the Agreement terms are violated it may result in penalties or immediate termination of services without payment refund in any way.

Upon termination, webzooler has the right to delete all files, data or information associated with the terminated account.


5.Domains


 All domains are brought to you by third-party companies partnering with us to provide such service. By claiming a domain you are agreeing to the domain registration company’s terms and conditions and fees and our participation in the purchasing of the domain.

 Transferring domain might be subject to further fees from the third party domain provider.

You are the legal and rightful owner of the registered domain. Your domain registration will be only be renewed each year following payment by the customer of associated fees from third-party Domain registration providers with separate invoicing according to the provider's current price plan.

Once a register of a domain is made, it is final and there cannot be a refund or change of domains.



6.COPPA (Children Online Privacy Protection Act)


When it comes to the collection of personal information from children under 13, the Children's Online Privacy Protection Act (COPPA) puts parents in control. The Federal Trade Commission, the nation's consumer protection agency, enforces the COPPA Rule, which spells out what operators of websites and online services must do to protect children's privacy and safety online. We do not specifically market to children under 13.


7.WARRANTY AND DISCLAIMER


webzooler shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the services and shall perform the Implementation of the Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by webzooler or by third-party providers, or because of other causes beyond webzooler reasonable control, but webzooler shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, webzooler Design DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND webzooler DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 



 8.INDEMNITY


webzooler shall not be responsible for any infringement by the service of any patent or any copyright or misappropriation of any trade secret due to content provided by the Customer to webzooler for inclusion in the website, or added or amended directly by the customer, webzooler will not be responsible for any settlement for claims as a result of infringement by the Customer. The foregoing obligations apply with respect to portions or components of the Service (i) not supplied by webzooler, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by webzooler , (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Service is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by webzooler to be infringing, webzooler may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer with a refund of any prepaid, unused fees for the Service.


9.LIMITATION OF LIABILITY


NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON,webzooler AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND WEBZOOLER’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO WEBZOOLER FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT WEBZOOLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


10. Modifications


Modifications of the Service. webzooler may make modifications and changes to the existing services or components and will use reasonable efforts to notify all of its Customers about those changes. The changes are effective upon the date of the change. webzooler shall not be liable for modifications and actions of or by third-party services.

Modifications to the Agreement and the Fees may occur. You will be notified prior to those changes being applied to your account. If you refuse or fail to pay such fees we will cancel your subscription.


11.MISCELLANEOUS


If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with webzooler ’s prior written consent. webzooler may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind webzooler in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorney’s fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by law without regard to its conflict of legal provisions.


The Agreement is governed by the laws of the Province of Ontario, exclusive of its choice of law principles, and the laws of Canada, as applicable. Exclusive venue for all disputes arising out of the Agreement shall be in the provincial or federal courts in Windsor, Ontario or closest venue to Windsor, Ontario. The customer waives all objections to this venue and agrees not to dispute personal jurisdiction or venue in these courts. You agree that you will not bring or participate in any class action lawsuit against webzooler or any of its employees or affiliates. Each of us agrees that we will not bring a claim 


WEBSITE DESIGN


We will design and build you a custom-made website here in the Windsor, Essex County area to suit your specific business or personal needs.


HOSTING


Our simple, secure. cost-effective website hosting plans will give you all you need to get your website online.


SEO


Our websites are optimized on-page for search engines such as Google and Yahoo.


1.Creating an account


To enter the System you need to provide a name, email and a password and to agree to the terms and conditions listed below, Privacy Policy and our Data Processing Addendum. You will be given a unique webzooler URL for each of the websites you create. It is your responsibility and yours only to keep and maintain the safety of your account and password. If the information given by you is untrue, wrongful or in violation of our terms, we can suspend or terminate your account. The email used for the registration of the account is considered as the owner of the account and has the right to request assistance from us regarding the account. You are solely responsible for the activities from your account, the maintenance and confidentiality of the credentials to access that account.


You must immediately notify us if you know or have any reason to suspect that your Account or password have been stolen, misappropriated or otherwise compromised or in case of any actual or suspected unauthorized use of your Account.


2. Your Content


2.1. You are responsible for any content that is on your website such as images, videos, audio files, design elements, logos, fonts, texts and more. We are not responsible for any of your content. We are also not responsible for content that has been lost because of the use of webzooler , it is your obligation to keep safe and back-up regularly your content. We do not monitor what content has been used in a website and we are not to be held responsible for anyone breaking the terms and conditions, but we have the right to delete such harmful content or even terminate accounts if so.


2.2. You own all intellectual property associated with your account such as images, videos, audio files, design elements, logos, fonts, texts and any other materials and files created by you and existing on your website. You hereby grant webzooler the non-exclusive, royalty-free, unalterable, interchangeable rights to your website content in order for Us to provide you with webzooler Services.


2.3. We may choose to highlight or feature your website in our website for marketing or promotional purposes. You grant us a perpetual, worldwide, royalty-free, non-exclusive right and license to use any version of Your Sites, or any portion of Your Sites, including without limitation names, trademarks, service marks or logos on Your Sites, for the limited purpose of webzooler marketing and promotional activities. For example, we may feature Your Sites on our Themes*template page, on the Customers/portfolio sections of our sites or on our social media accounts. You waive any claims against us relating to any moral rights, artists’ rights or any other similar rights worldwide that you may have in or to Your Sites or names, trademarks, service marks or logos on Your Sites and any right of inspection or approval of any such use. You can opt out of being featured by contacting us at support@webzooler.com This Section does not affect any rights you may have under applicable data protection laws.


3. Your Obligations


3.1. You certify and warrant that you are at least 16 years of age. People under the age of 16 are not permitted to use our services.


3.2. To keep your webzooler account login information safe


3.3. To provide us with up to date, accurate and valid personal information at all times.


3.4. You own the rights to any content uploaded by you on your website, including images, videos, audio files, design elements, logos, fonts, texts and anything that you do have the rights to use.


3.5. The content materials cannot be used in an unlawful or harmful way.


3.6. You must notify us immediately if you become aware of any unauthorized use of your account.


3.7. Your content must not be illegal, unlawful, threatening, abusive, harassing, tortuous, vulgar or obscene in any way, must not infringe any person's legal rights.


3.8. You may not send unsolicited messages (SPAM) or any unethical advertising of such sort that is considered as “spam” or harmful in any way.


3.9. You should not upload viruses, worms, Trojan horses or any other malicious code, files, or programs that may interrupt, destroy, or limit the functions and services of webzooler .



3.10. You may not upload content that contains any scam.


3.11. You may not try to hack, break or override the functions and stability of webzooler or try to exploit the System in any way.


3.12. You may not use the System to create any scam websites and promotions with misleading content that can harm or scam visitors.


3.13. You may not use webzooler for distributing, storing or, in any way, using the System for pornographic or adult content and services.


 3.14. You represent and warrant that your use of the Services is not contrary to law, including without limitation applicable export or import controls and regulations and sanctions.


3.15. You can’t in any way try to harm the reputation of webzooler and their partners by leaving harmful comments, untrue and misleading information about the product or any sort of intentional damage to the reputation of webzooler. Infringement will result in legal action.



3.16. You acknowledge and agree that If you are reasonably found guilty of violating of any of these rules and obligations, this may cause immediate termination of your account with no refund for the services that have already been paid for. You may also be forbidden from having an account in the System.


4. Third Party Services


Our Services are integrated with various third party services (“Third Party Services”) for specific purposes that you may interact while using webzooler . Example for such services is the Payment Processor used to collect the payments for your subscriptions. 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 don't control Third Party Services, and we’re not liable for Third Party Services or for any transaction you may enter into with them, or for what they do. 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’re 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 (except where prohibited by applicable law).


5. User Content


The sites created using webzooler may contain user content that is in violation of the permitted usage of the platform (“3.Your Obligations”). We do not endorse or support such content. We’re not a publisher of, and we’re not liable for, any User Content uploaded, posted, published or otherwise made available via the Services by you or other users. You're responsible for taking precautions to protect yourself, and your computer or network, from User Content accessed via the Services. Any such content detected or reported to us will be removed as a violation of the allowed usage of the Services.


6. What we provide and our rights


webzooler provides a website building system, templates (themes), website hosting from third party company and domain registration from third party company. The images used for the creation of the mockup themes are released under Creative Commons CC0 (https://creativecommons.org/publicdomain/zero/1.0/deed.en). webzooler does not hold any rights to images used for the creation of the themes.

We have the right to change parts or all of the services and functionalities at any given time, to remove or suspend parts or all of the services and functionalities, we have the right to suspend and terminate access of your Account to parts or all of the services and change the eligibility criteria of using the Services.

HTTPS certificates are issued to any correctly connected domain to a website on webzooler . You do not have an option to disable the HTTPS certificates, they are assigned automatically to any new domains connected to webzooler .



7. Trial Subscription


webzooler provides a 14 day trial to all newly created websites and you can use the services according to the Agreement for the period of those 14 days. Upon completion of those 14 days the website will become non-active (expired) until the User subscribes for the paid webzooler services. Trial period is permitted for you, the User, to be able to test and create a website to your likes before committing a paid subscription. webzooler has the right to terminate or cancel trial subscriptions at any time for any reasons. We can delete the content of any trial or expired website without notice. We are not in any way to be held responsible for any deleted content from a website build on webzooler .


8. Service Fees


8.1. Service fees are applicable upon signing for the paid services of webzooler that can be monthly or yearly.


8.2. All Fees are in CAD and are exclusive of all taxes and you are responsible for payment thereof. webzooler is not liable for any taxes or fees related to commercial products or services.


8.3. The payment for the applicable fee is in advance of your subscription period according to the Agreement.


8.4. You can upgrade or downgrade at any time. If upgrading, you will be charged the difference between the two subscription plans for the extra services. Downgrade refunds are applicable only for yearly subscriptions, up to 7 days after the subscription is made. There are NO refunds for monthly downgrades. If downgrading from a yearly subscription, a calculated amount will be refunded to you according to the actual service fees of the two subscription services. Downgrading may cause a loss of information and services due to the difference between the plans.


8.5. Refunds are allowed only for yearly subscriptions and up to 7 days after the subscription is made. If such refund is issued by the User, he will be refunded the full amount he has paid for hosting only. The refund amount might be subject to transfer taxes that will be for the cost of the User and will be transferred to the card used for paying the initial subscription cost. Refunds are NOT applicable for “Combo Deals” or “Exclusive Deals” (Custom website design and development).


8.6. If a custom domain is claimed with a yearly subscription and the Customer cancels their services in the 7 day refund period, the full amount of the domain will be deducted of the refunded amount.


8.7. At the end of a contract term, the services will be automatically renewed for the same period of time until EXPLICITLY cancelled by the User. Cancellation must be made via the System and at least 24 hours prior to the end of the contract period. To cancel your services or the automatic renew please do that by going to Dashboard -> Billing and select the desired option there.


8.8. If you purchase webzooler subscription services, you agree to webzooler and third-party services to use and store your credit/debit card information. You authorize us to charge you for any webzooler Services that you may purchase and any applicable taxes connected with the payment card services. You will reimburse us for all collection costs and interest for any overdue amounts. If the payment card expires or you do not provide us with a new payment card nor cancel your subscription, you authorize us to continue billing you and you will remain responsible for any uncollected Fees.


8.9. You are responsible for the fair usage of your website and you can be charged for abnormal server or traffic usage on our unlimited subscription plans. You will be charged for the resources used by your website.


8.10. Chargebacks - If you contact your bank or credit card company to decline, chargeback or otherwise reverse the charge of any payable fees to us (“Chargeback”), we may automatically terminate your Account. We reserve our right to dispute any Chargeback.


9. Service Cancellation


Failure to comply with any of webzooler terms or pay due fees you entitle webzooler to cancel or suspend your account services and website. You can cancel your services at any time, no questions asked. We are not in any way held responsible for any damages and losses due to the cancellation of services.


10. Termination


We reserve the right to change, suspend or discontinue, or terminate, restrict or disable your use of or access to, parts or all of the Services or their functionality at any time at our sole discretion and without notice.

You can terminate your services at any time without a cause according to the cancellation procedures.

If the Agreement terms are violated it may result in penalties or immediate termination of services without payment refund in any way.

Upon termination, webzooler has the right to delete all files, data or information associated with the terminated account.


11. Domains


 All domains are brought to you by third-party companies partnering with us to provide such service, in this case primarily  Namecheap, Inc. By purchasing a domain you are agreeing with the domain registration company’s terms and conditions (https://www.namecheap.com/legal/) and our participation in the purchasing of the domain.

If you issue a refund and claimed a free custom domain you will be charged the fee for the specific domain purchase. The fee will be taken from the refund sum. Transferring domain might be subject to further fees from the third party domain provider.

You are the legal and rightful owner of the registered domain. Your domain registration will be automatically renewed with each yearly payment according to our price plan, unless cancelled from the admin panel or by contacting a support representative of webzooler .

Once a register of a domain is made, it is final and there cannot be a refund or change of domains.


12. WARRANTY AND DISCLAIMER


webzooler shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by webzooler or by third-party providers, or because of other causes beyond webzooler reasonable control, but webzooler shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, webzooler DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND webzooler DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.



13. INDEMNITY


To the fullest extent permitted by law, you agree to indemnify and hold harmless webzooler and its affiliates and its and their directors, officers, employees and agents from and against all damages, losses, liabilities, costs, claims, demands, fines, awards and expenses of any kind (including without limitation reasonable attorneys' fees and costs) arising out of or related to: (a) your breach of this Agreement; (b) your User Content, Your Sites and Your e-commerce; (c) any claims by, on behalf of or against your End Users; (d) your violation of any law or regulation or the rights or good name of any third party; and (e) any claims from tax authorities in any country in relation to Your e-commerce operations, including without limitation your sales to individual consumers (including distance sales) and other operations for which webzooler may be held jointly and severally liable. Your indemnification obligations under this Section shall not apply to the extent directly caused by our breach of this Agreement or, where you are an EU Consumer, to the extent that the consequences were not reasonably foreseeable.


14. LIMITATION OF LIABILITY


You acknowledge and agree that to the fullest extent permitted by applicable law, in no event will webzooler and its affiliates and its and their directors, officers, employees and agents be liable with respect to any claims arising out of or related to the Services or this Agreement for: (a) any indirect, special, incidental, exemplary, punitive or consequential damages; (b) any loss of profits, revenue, data, goodwill or other intangible losses; (c) any damages related to your access to, use of or inability to access or use parts, some or all of your Account, Your Sites or parts or all of the Services, including without limitation interruption of use or cessation or modification of any aspect of the Services; (d) any damages related to unavailability, degradation, loss, corruption, theft, unauthorized access or, unauthorized alteration of, any content, information or data, including without limitation User Content and Your e-commerce data; (e) any User Content or other conduct or content of any user or third party using the Services, including without limitation defamatory, offensive or unlawful conduct or content; or (f) any Third Party Services or third party sites accessed via the Services.

You acknowledge and agree that these limitations of liability are agreed allocations of risk constituting in part the consideration for webzooler services to you, and such limitations will apply even if webzooler has been advised of the possibility of such liabilities.


15. Modifications


Modifications of the Service. webzooler may make modifications and changes on the existing services or components and will use reasonable efforts to notify all it’s Customers about those changes. The changes are effective upon the date of the change. webzooler shall not be liable for modifications and actions of third party services.

Modifications to the Agreement and the Fees may occur. You will be notified prior to those changes being applied to your account. If you refuse or fail to pay such fees we will cancel your subscription.


16. MISCELLANEOUS


If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with webzooler prior written consent. webzooler may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind webzooler in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorney’s fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement shall be governed by the Ontario Canada laws without regard to its conflict of laws provisions.

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