This Agreement is entered into this date by and between Start Up Active Ltd, a limited company incorporated under the laws of England & Wales with a company number 09340818 (hereinafter “Company” or “Start Up Active”), and the Buyer.
Please take some time to read this Agreement carefully. It includes important information about your legal rights, and covers areas such as automatic subscription renewals, warranty disclaimers, limitations of liability, resolution of disputes by arbitration and a class action waiver.
1.2. Staying Safe. Please safeguard your Account and make sure others don’t have access to your Account or password. You must immediately notify us of any actual or suspected loss, theft or unauthorised use of your Account or password. You’re solely responsible for any activity on your Account. We’re not liable for any acts or omissions by you in connection with your Account.
1.3. Thirteen And Older. The Services are not intended for and may not be used by children under the age of 13. By using the Services, you represent that you’re at least 13. Also, if you’re under the age of 18, you must have your parent or guardian’s consent to this Agreement, and they may need to enter into this Agreement on your behalf (depending on where you live).
2.1. Your User Content Stays Yours. Users of the Services may provide us with content, including without limitation text, photos, images, audio, video, code and any other materials (“User Content”). Your User Content stays yours. These Terms don’t give us any rights to User Content, except for the limited rights that enable us to provide, improve, promote and protect the Services as described herein.
2.2. Your License To Us. When you provide User Content via the Services, you grant Active Blueprint a non-exclusive, worldwide, perpetual, 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.
2.3. Featuring Your Site. We may use in perpetuity, worldwide and free of charge, any version of Your Sites (as defined below), or any portion thereof, for the limited purpose of Active Blueprint marketing and promotional activities. For example, we may feature Your Sites on our Templates page, or on our social media accounts. This can result in improved traffic to Your Sites. 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, and any right of inspection or approval of any such use of Your Sites. If you don’t want Your Sites featured, you can opt out at anytime via the Services or by contacting Customer Care.
3.2. Follow Our Rules. You’re responsible for your conduct and User Content, and you must comply with our Acceptable Use Policy. We may review your conduct and User Content for compliance with these Terms and our Acceptable Use Policy. With that said, we have no obligation to do so. We’re not responsible for User Content.
3.3. Follow The Law. You represent that your use of the Services is not contrary to law, including without limitation applicable England & Wales export controls, regulations and sanctions.
4.1. 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 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 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. 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 thereof (except where prohibited by law).
5.1. Start Up Active Owns Active Blueprint. The Services are protected by copyright, trademark and other English & Wales and foreign laws. These Terms don’t grant you any right, title or interest in the Services, our trademarks, logos or other brand features or intellectual property, or others’ content in the Services. You agree not to change, translate or otherwise create derivative works of the Services.
We respect the intellectual property of others and ask that you do too. We respond to notices of alleged copyright infringement if they comply with the law, and such notices should be reported. We reserve the right to delete or disable content alleged to be infringing, and to terminate Accounts of repeat infringers without any refunds.
9.2. Taxes. All fees are exclusive of applicable regional or other taxes (“Taxes”). You’re responsible for all applicable Taxes, and we’ll charge Taxes in addition to the fees for the Services when required to do so. If you’re exempt from Taxes, you must provide us with a valid tax exemption certificate (we reserve the right to determine whether a certificate is valid). Tax exemption will only apply from and after the date we receive such certificate.
9.3. Automatic Subscription Renewals. 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 thereafter until cancellation. Your renewal period will be equal in time 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.
9.4. Refunds. 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 (such as for qualifying users outside the EU).
10.2. ICANN. Your use of our domain services is subject to the policies, including without limitation the dispute resolution policies, of the Internet Corporation for Assigned Names and Numbers (“ICANN”). Your rights and responsibilities as a domain name registrant under ICANN’s 2009 Registrar Accreditation Agreement are summarised here. You can learn more about domain name registration in general here.
10.3. Transfers, Renewals And Refunds. You may not transfer a domain name for the first sixty (60) days following registration. For renewals, we’ll try to provide you notice at least fifteen (15) days before your domain renewal date, but you agree that renewing your domain is solely your responsibility. If you cancel a domain name purchase within the first five (5) days following your purchase, we may provide a full refund. However, we don’t offer refunds for domain renewals or transfers.
This Agreement will remain in effect until terminated by either you or us. To terminate this Agreement, you may contact Customer Care by giving thirty (30) days prior written notice. We reserve the right to suspend or terminate the Services at any time at our sole discretion and without notice. For example, we may suspend or terminate your use of the Services if you’re violating these Terms or our Acceptable Use Policy. All sections of this Agreement that by their nature should survive termination shall survive termination, including without limitation Your Content, Our Intellectual Property, Warranty Disclaimers, Limitation Of Liability, Indemnification, Dispute Resolution and Additional Terms.
To the fullest extent permitted by law, Start Up Active ltd makes no warranties, either express or implied, about the Services. The Services are provided “as is.” Start Up Active also disclaims any warranties of merchantability, fit for a particular purpose and non-infringement. No advice or information, whether oral or written, obtained by you from Start Up Active shall create any warranty. Start Up Active 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. Some places don’t allow the disclaimers in this paragraph, so they may not apply to you.
To the fullest extent permitted by law, in no event will Start Up Active 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 the Services or any portion thereof, including without limitation interruption of use or cessation or modification of any aspect of the Services; (d) any damages related to loss or corruption of any content or data, including without limitation User Content and eCommerce 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. These limitations apply to any theory of liability, whether based on warranty, contract, tort, negligence, strict liability or any other legal theory, whether or not Start Up Active has been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed its essential purpose. To the fullest extent permitted by law, in no event shall the aggregate liability of Start Up Active for all claims arising out of or related to the Services and this Agreement exceed the greater of ten pounds (£10) or the amounts paid by you to Start Up Active in the three (3) months immediately preceding the event that gave rise to such claim. Some places don’t allow the types of limitations in this paragraph, so they may not apply to you.
To the fullest extent permitted by law, you agree to indemnify and hold harmless Start Up Active from and against all damages, losses and expenses of any kind (including without limitation reasonable lawyers’ fees and costs) arising out of or related to: (a) your breach of this Agreement; (b) your User Content, Your Sites and Your eCommerce; (c) any claims from your End Users; and (d) your violation of any law or regulation or the rights of any third party.
15.1. Informal Resolution. Before filing a claim against Start Up Active, you agree to try to resolve the dispute by first emailing support@startupactive.com with a description of your claim. We’ll try to resolve the dispute informally by following up via email, phone or other methods. If we can’t resolve the dispute within thirty (30) days of our receipt of your first email, you or Start Up Active may then bring a formal proceeding.
15.2. Arbitration Agreement. You and Start Up Active agree to resolve any claims arising from or relating to the Services or this Agreement through final and binding arbitration and you and Start Up Active expressly waive trial by jury, except as set forth below. Discovery and rights to appeal in arbitration are generally more limited than in a lawsuit, and other rights that you and we would have in court may not be available in arbitration. There is no judge or jury in arbitration, and court review of an arbitration award is limited.
15.3. Arbitration Time For Filing. Any arbitration must be commenced by filing a demand for arbitration within one year after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim. If applicable law prohibits a one year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.
15.4. Arbitration Procedures. Agreement shall be resolved by binding arbitration in accordance with the then-current Commercial Arbitration Rules Chartered Institute of Arbitrators. The parties shall select a mutually acceptable arbitrator knowledgeable about issues relating to the subject matter of this Agreement. In the event the parties are unable to agree as to the selection of arbitrator, each party will select an arbitrator and the two arbitrators in turn shall select a third arbitrator, all three of whom shall preside jointly over the matter. The arbitration shall take place at a location that is reasonably centrally located between the parties, or otherwise mutually agreed upon by the parties.
15.5. Any claim not subject to arbitration must be commenced within one year after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim. If applicable law prohibits a one year limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.
15.6. NO CLASS ACTIONS. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated or representative action. Class actions, class arbitrations, private attorney general actions and consolidation with other arbitrations aren’t allowed.
16.1. Entire Agreement. This Agreement constitutes the entire agreement between you and Start Up Active 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.
16.2. Controlling Law. This Agreement and the Services shall be governed in all respects by the laws of the England & Wales, without regard to its conflict of law provisions.