These Terms of Service (“Terms”) cover your access and use of the websites, templates, products, tools, applications, services and features (collectively, the “Services”) provided by SOLVEDIT Limited (“Dazzly”), including without limitation during free trials.

By accessing or using the Services, you are agreeing to our Privacy Policy.and these Terms (collectively, this “Agreement). If you’re using the Services for, or on behalf of, an organisation, you’re agreeing to this Agreement on behalf of that organisation, and you represent and warrant that you can do so. References to “you”, “your” and other similar terms are construed accordingly. You may not access or use the Services if you do not agree to all the terms in this Agreement.

In order to access and make use of many of the Services, you must begin by creating an account (“Account”). You agree to provide us with complete, accurate and at all times up-to-date information for every Account you hold. We may require this information to contact you.

Please take care to safeguard every Account you have and make sure that others aren’t able to access any of your Accounts or passwords or other authentication credentials. You’re solely responsible for any activity on any Account of yours and for maintaining the security and confidentiality of your Accounts, passwords or other authentication credentials. We are not liable for any omissions or acts by you or anyone else in connection with any Accounts you hold. You must immediately let us know if you have any reason to suspect, or know that, any of your Accounts, passwords or other authentication credentials have been misappropriated, stolen or otherwise compromised or in case of any actual or suspected unauthorised use of any Account you hold.

By using the Services, you represent that you are of the legal age of majority in your jurisdiction, and possess the legal authority, right and freedom to enter into the Terms and to form a binding agreement, for yourself or on behalf of the person or entity committed by you to the Terms.

Your Content

You retain ownership in any content provided to us, including without limitation text, photos, images, audio, video, logos, intellectual property and any other materials (“User Content"). Your User Content stays yours, except for the limited rights that enable us to provide, improve, promote and protect the Services as described in this Agreement. User Content includes without limitation content you post to Your Websites. "Your Websites" means the websites you build or publish using the Services.

When you provide User Content via the Services, you grant Dazzly a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable, transferable right and license to use, host, store, reproduce, modify, create derivative works of (such as those resulting from translations, adaptations or other changes we make so that User Content works better with the Services), communicate, publish, publicly display, publicly perform and distribute User Content for the limited purposes of allowing us to provide, improve, promote and protect the Services. This Section does not affect any rights you may have under applicable data protection laws.

Your Responsibilities

You represent and warrant that you own all rights to your User Content or otherwise have (and will continue to have) all rights and permissions necessary to use, share, display, transfer and license your User Content via the Services and in the manner set forth in this Agreement. If we use your User Content in the ways described in this Agreement, you represent and warrant that such use will not infringe or violate the rights of any third party, including without limitation any copyrights, trademarks, privacy rights, publicity rights, contract rights, trade secrets or any other intellectual property or proprietary rights. Also, content on the Services may be protected by others' intellectual property, trade secret or other rights. Please don't copy, upload, download or share content unless you have the right to do so.

You represent and warrant that your use of the Services is in compliance with applicable laws, including without limitation applicable export or import controls and regulations and sanctions.

Acceptable Use

User Content and network activity related to Your Website are covered under our terms of acceptable use. We determine this by calculating average customer ‘Use of Resources’ statistics and making estimates of future usage from historic data. If any of Your Websites significantly exceeds these trends or estimates of usage over any month, then your use will be deemed to be not acceptable and we may contact you asking that you change your usage to be within the range of fair use. We may impose charges if usage is not reduced. If excessive use continues then we may apply, without notice, charges for excessive use or we may suspend or restrict your service without being liable to you. If there are good reasons for your levels of resource usage, such as business growth, we do not want to hamper this growth and will provide you with options for your traffic exceeding our estimates.

Your Websites may have their own visitors, customers and users (“End Users”). You understand and agree that (a) Your Websites and your End Users are your responsibility; (b) you’re solely responsible for providing products, services and support to your End Users; and (c) you’re solely responsible for compliance with any laws or regulations related to Your Websites and/or your End Users. We’re not liable for, and won’t provide you with any legal advice regarding, Your Websites or your End Users. This does not limit or affect any liability we may have to you separately for any breach of the other provisions of this Agreement.

The Services are integrated with various third-party services and applications (collectively, “Third Party Services”) that may make their content, products or services available to you. Examples of Third Party Services include certain domain name registration services, stock images and email service subscriptions for sale via the Services and other integration partners and service providers. 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. When using Third Party Services, your security 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 for any such suspension, disabling or removal, including without limitation for any loss of profits, revenue, data, goodwill or other intangible losses, or business disruption, costs or expenses you may incur or otherwise experience as a result (except where prohibited by applicable law).  

Intellectual Property

The Services are, as between you and Dazzly, owned by Dazzly, and are protected by copyright, trade secret, trademark and other New Zealand and foreign laws. This Agreement doesn't grant you any right, title or interest in the Services, others’ User Content, our trademarks, logos or other brand features or intellectual property or trade secrets or others’ content in the Services. You agree not to change, modify, translate or otherwise create derivative works of the Services or others’ User Content.

We may provide templates or other products featuring demo content, including without limitation text, photos, images, graphics, audio and video (collectively, “Demo Content”), to provide you with ideas or inspiration. Unless we tell you otherwise, Demo Content (or any portion of it) may not remain on Your Site or be distributed, publicly displayed, publicly performed or otherwise published.

The Services include social, website or other templates (collectively, “Templates”). The Templates include without limitation Demo Content, designs, layouts, stickers, stamps, overlays, elements and other materials. Dazzly owns the Templates. You may not use any Template in any way, intentional or otherwise, that competes, as determined by us in our sole discretion, with the Services. 

Our Rights

We reserve these rights, which we may exercise at any time and in our sole discretion, and without liability or notice to you (except where prohibited by applicable law): (a) we may change parts or all of the Services and their functionality; (b) we may suspend or discontinue parts or all of the Services; (c) we may terminate, suspend, restrict or disable your access to or use of parts or all of the Services; (d) we may terminate, suspend, restrict or disable access to your Accounts or parts, some or all of Your Websites; and (e) we may change our eligibility criteria to use the Services (and if such eligibility criteria changes are prohibited by law where you live, we may revoke your right to use the Services in that jurisdiction).

We reserve the right, at any time and in our sole discretion, and without notice to you, to determine rightful Account or site ownership and to transfer an Account or site to such owner. Our decision in that respect is final. We also may request documentation, such as a government-issued photo ID, credit card invoice or business license, to help determine the rightful owner.

We may offer HTTPS encryption for Your Websites. By registering a custom domain via the Services, or pointing a custom domain to the Services, you authorize us to create and maintain a certificate for the limited purpose of providing HTTPS for Your Websites.

By using the Services, you confirm that you have read and understood our Privacy Policy.

You agree and warrant that you are solely responsible when using Your Websites or the Services for complying with applicable data protection, security and privacy laws and regulations, including any notice and consent requirements.

Paid Services and Fees

Except where stated otherwise, all prices are in New Zealand dollars and are quoted exclusive of GST. You are responsible for paying GST and all other taxes.

You can access certain portions of the Services by submitting a fee payment (such services, “Paid Services”). Paid Services will remain in effect until cancelled or terminated in accordance with this Agreement. You may cancel Paid Services at any time via the Services. If you don't pay for Paid Services on time, we reserve the right to suspend or cancel your access to the Paid Services. Transaction fees and additional fees may also apply to certain portions of the Services. Our fees will appear on an invoice that we provide via the Services. Please note that different Paid Services have different fees and payment schedules, and cancelling one Paid Service may not cancel all your Paid Services.

To ensure uninterrupted service, we'll automatically bill you for certain Paid Services from the date you submit your initial payment and on each renewal period or amount afterwards until cancellation. Your renewal period will be equal in time or amount to the renewal period of your current subscription. For example, if you're on a monthly subscription plan, each billable renewal period will be for one month. We’ll automatically charge you the applicable amount using the payment method you have on file with us and by agreeing to this Agreement, you authorize us to do this.

While you may cancel any Paid Services at any time, you won't be issued a refund except in our sole discretion, or if legally required.

We may change our fees at any time. We’ll provide you with advance notice of these fee changes via the Services. New fees will not apply retroactively. If you don't agree with the fee changes, you have the right to reject the change by cancelling the applicable Paid Service before your next payment date.

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. If you have questions about a payment made to us, we encourage you to email support@dazzly.co.nz before filing a Chargeback. We reserve our right to dispute any Chargeback.

We use third party payment processors (each, a “Payment Processor”) to bill you through a payment account linked to your Account. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor, in addition to this Agreement. Our current Payment Processor is Stripe, and your payments are processed by Stripe in accordance with Stripe’s terms of service and privacy policy. You agree to pay us, through the Payment Processor, all charges at the prices then in effect for any purchase in accordance with the applicable payment terms. You agree to make payment using the payment method you provide with your Account. We reserve the right to correct, or to instruct our Payment Processor to correct, any errors or mistakes, even if payment has already been requested or received.

Term & Termination

This Agreement will remain in effect until terminated by either you or us. You may terminate this Agreement at any time via the Services. 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. For example, we may suspend or terminate your use of part or all of the Services if you're violating these Terms. We will endeavour to provide you reasonable notice upon suspending or terminating part or all of the Services. All sections of this Agreement that by their nature should survive termination shall survive termination.

Warranty & Disclaimers

To the fullest extent permitted by applicable law, Dazzly makes no warranties, either express or implied, about the Services. The Services are provided “as is” and “as available”. Dazzly also disclaims any warranties of merchantability, fitness for a particular purpose and non-infringement. No advice or information, whether oral or written, obtained by you from Dazzly, shall create any warranty. Dazzly makes no warranty or representation that the Services will: (a) be timely, uninterrupted or error-free; (b) meet your requirements or expectations; or (c) be free from viruses or other harmful components.

Limitation of Liability

You acknowledge and agree that to the fullest extent permitted by applicable law, in no event will Dazzly 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 Losses (as defined below) related to your access to, use of or inability to access or use parts, some or all of your Account, Your Websites 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 Losses related to unavailability, degradation, loss, corruption, theft, unauthorized access or, unauthorized alteration of, any content, information or data, including without limitation User Content; (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.

Indemnification

To the fullest extent permitted by law, you agree to indemnify and hold harmless Dazzly 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 legal fees and costs) (collectively, "Losses") arising out of or related to: (a) your breach of this Agreement; (b) your User Content, Your Websites; (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 other operations for which Dazzly may be held jointly and severally liable.

Dispute Resolution

Before filing a claim against Dazzly, you agree to try to resolve the dispute by first emailing support@dazzly.co.nz with a description of your claim. We'll try to resolve the dispute informally by following up via email, phone or other methods.

Additional Terms

This Agreement constitutes the entire agreement between you and Dazzly 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. You agree that you have not relied upon, and have no remedies in respect of, any term, condition, statement, warranty or representation except those expressly set out in this Agreement. You also may be subject to additional terms, policies or agreements that may apply when you use other services, including Third Party Services. This Agreement creates no third party beneficiary rights, and no third party shall have any right or standing to claim benefit or bring an action to enforce this Agreement (except otherwise agreed upon in additional terms between you and a Dazzly group company that sets forth such Dazzly group company’s third party beneficiary rights to enforce this Agreement).

The judicial forum for any disputes that arise between you and Dazzly shall be governed in all respects by the laws of New Zealand. You and Dazzly agree that any judicial proceedings (including small claims actions) arising out of or in connection with this agreement and/or the Services must be brought exclusively in the courts of New Zealand.

Our failure or delay 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 delegate, transfer or assign this Agreement or any of your rights or obligations hereunder without our prior written consent, and any such attempt will be of no effect. We may delegate, transfer or assign this Agreement or some or all of our rights and obligations hereunder, in our sole discretion, to any of our affiliates or subsidiaries or to any purchaser of any of our business or assets associated with the Services, without notice.

We may modify this Agreement from time to time, and will post the most current version on our site. If a modification meaningfully reduces your rights, we’ll notify you (by, for example, sending you an email or displaying a prominent notice within the Services). The notice will designate a reasonable period after which the new terms will take effect. Modifications will not apply retroactively. By continuing to use or access the Services after any modifications come into effect, you agree to be bound by the modified Agreement and price changes. If you disagree with our changes, then you must stop using the Services and cancel all Paid Services.

We are not in breach of this Agreement or liable to you if there is any total or partial failure of performance of the Services resulting from any act, circumstance, event or matter beyond our reasonable control. This may include where such results from any act of God, fire, act of government or state or regulation, war, civil commotion, terrorism, insurrection, inability to communicate with third parties for whatever reason, failure of any computer dealing or necessary system, failure or delay in transmission of communications, failure of any internet service provider, strike, industrial action or lock-out or any other reason beyond our reasonable control.