The Profit Clinic and zip-cart.com

Terms of Service

By subscribing to zip-cart.com, you agree to the following Terms of Service:

1.1 This Agreement is between The Profit Clinic and zip-cart.com (hereafter referred to as "the service provider") and the account holder (that's you, hereafter referred to as "the member"). Unless the context requires otherwise, the service provider and/or its assigns shall be referred to as "we", "us", or "our" and the member shall be referred to as "you", "your" or "member." Words and phrases in the singular shall impute the plural and vice versa.

1.2 This Agreement provides the terms and conditions governing the use of our services. You agree to use your zip-cart.com account in a manner consistent with all applicable laws and regulations and in accordance with the terms and conditions set out herein.

1.3 You understand that we and/or our assigns do not guarantee, imply, promise or predict any type of profit or response from the use of our services. You irrevocably covenant, promise and agree to indemnify us and/or our assigns and to hold us and/or our assigns harmless from and against any and all losses, claims, expenses, suits, damages, costs, demands or liabilities, joint or several, of whatever kind or nature which we and/or our assigns may sustain or to which we and/or our assigns may become subject arising out of or relating in any way to the use of the services provided under this Agreement, including, without limitation, in each case attorneys' fees, costs and expenses actually incurred in defending against or enforcing any such losses, claims, expenses, suits, damages or liabilities.


2. PRIVACY STATEMENT

2.1 We will not rent, sell, access or in any way use your customer database information. This information will be kept strictly confidential unless required under applicable laws by a properly served order issued by a legally constituted court or tribunal with valid jurisdiction.

2.2 You acknowledge and accept that, due to the nature of the technologies used and variable Internet stability, service interruptions may occur. No full, partial, or pro rate refunds will be made as adjustment for any such service interruption. You hereby acknowledge that changes in the nature of the services which may be offered under this Agreement which are beyond our control do not constitute grounds for full or partial refund of any fees paid or owed by you to us and/or our assigns.


3. SERVICES

3.1 Services to be Provided

3.1.1 We agree to provide you, directly, or through our subcontractors and affiliates, with e-commerce services as set out on our web site.

3.2 Service Fees

3.2.1 By using our services, you agree to accept the fees you may incur as a result of using our services including, but not limited to, fees for supplemental services or features and purchases made through the use of our services and facilities. Subject to any applicable law, fees and charges for our services are non-refundable unless the pricing terms for the applicable service expressly state otherwise.

3.2.2 This Agreement, and your use of zip-cart.com's services, shall become effective on the date the order is submitted by you to us ("Effective Date"). The Period of Performance of this Agreement shall commence on the Effective Date and shall automatically renew for additional like periods ("Renewal Periods") under the same terms and conditions as herein agreed, which may be amended from time to time, unless and until either party provides the other party with notice of termination (refer to account Cancellation instructions below) at least seven (7) days prior to any Renewal Period.

3.2.3 We will continue to renew automatically unless terminated or until you notify us of your intent to change your service renewal. For account cancellation instructions refer to the CANCELLATION POLICY set out in clause 17 of these Terms of Service.


4. METHOD OF PAYMENT

4.1 You must provide a valid method of payment (credit card or other pre-arranged payment method as listed on our web site) prior to and during any time you receive zip-cart.com services. The Renewal Fees will be due on or before the recurring effective date of the Renewal Period, and will be automatically debited from your credit card or other designated payment facility on that date. You acknowledge and agree that we will not require any additional authorisation for any recurring payments or automatic billing options.

4.2 Accounts will be considered in default if payment is not received within two (2) days following the effective date of the Renewal Period. We may suspend or terminate use of our services if you fail to provide a valid designated payment method upon request, or if we are unable, for any reason, to bill charges to your designated payment method. If the payment is more than five (5) days past due, you will be liable for any fees we incur in our efforts to collect any unpaid balances.

4.3 Any billing problems or discrepancies must be brought to our attention within thirty (30) days of the date you are billed. If you fail to bring them to our attention within thirty (30) days, you agree to waive your right to dispute such problems or discrepancies. Any billing-related enquiries or concerns, or requests to stop a recurring payment from being charged to your designated payment method, should be made to us at our Help Desk.


5. ACCEPTABLE USE POLICY

5.1 You are solely responsible for the content of transmissions through the service. However, the we reserve the right to take any action with respect to the service that we deem necessary or appropriate, at our sole discretion, if we consider that your transmissions or use of the Service may create liability or risk of any kind for us.

5.2 Your use of the service is subject to all applicable local, state, national and international laws and regulations (including without limitation those governing account collection, export control, consumer protection, unfair competition, trafficking of obscene material, anti-discrimination or false advertising).

5.3 You agree:

  1. to comply with all Australian and United States laws, rules and other regulations applicable in connection with the service;
  2. (not to use the service for illegal purposes;
  3. not to use the service to infringe any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
  4. that illegal adult oriented websites featuring nudity and acts of a sexual nature are expressly prohibited; and
  5. not to transmit through the service, through feedback or otherwise, any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature.


6. TERMINATION

6.1 We may terminate your account:

  1. If any cheque/check drafts authorised under this Agreement are returned unpaid;
  2. If you violate the Terms Of Service;
  3. If you breach any provision of this Agreement;
  4. If you are involved in the sales and/or distribution of the following items:
    1. Cable filters;
    2. Ponzi or Pyramid Schemes;
    3. Sale and/or distribution of any illegal or offensive materials; or
    4. For any reason, at our sole discretion.


7. NO WARRANTIES

7.1 WE MAKE NO WARRANTIES TO YOU OF ANY KIND, EXPRESSED OR IMPLIED, WITH RESPECT TO THE SERVICE THAT WE, OUR SUBCONTRACTORS AND AFFILIATES PROVIDE. WE EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS OF THIS SERVICE FOR A PARTICULAR PURPOSE. We shall not be liable for any damages suffered by you, whether indirect, special, incidental, exemplary, or consequential, including, but not limited to, loss of data or service interruptions, regardless of cause or fault. We are not responsible or liable for lost profits or for loss of data or information.

7.2 While we take all reasonable precautions to ensure that your database is secure and protected you understand and agree that we are under no obligation to export, extract, retrieve or modify your database except through our EXPORT function.


8. TERMS

8.1 You agree:

  1. to use our system in a manner that is ethical and in conformity with community standards;
  2. to respect the privacy of other users (you will not intentionally seek data or passwords belonging to other users, nor will you modify files or represent yourself as another user unless explicitly authorised to do so by that user);
  3. to respect the legal protection provided by copyright law, trade secret law, or other laws protecting intellectual property.
  4. to accept notifications of service changes, commercial email and similar offers from us presented through the zip-cart.com system or via email.

8.2 If we learn of a violation or likely violation of our TERMS OF SERVICE,we will attempt to notify you. If you do not take immediate remedial action which is acceptable to us, or in the event of a serious violation of the TERMS OF SERVICE, we reserve the right to terminate your account immediately. Every reasonable effort will be made to inform you prior to account termination, and to re-establish the account upon receiving such representations from you as we deem appropriate in the circumstances.

8.3 Our Anti-Spam Policy is an inherent part of these Terms of Service. As such, by submitting to the terms outlined in these Terms of Service, you agree to be bound by the terms and provisions of our Anti-Spam Policy.

8.4 You are strictly prohibited from any involvement in unsolicited commercial email (UCE) campaigns, commonly known as SPAM. We maintain a Zero-Tolerance policy against SPAM, whether sent direct, by third party or by any affiliate or similar agent acting on your behalf. All lists used in conjunction with the services provided by us are required to be 100% opt-in lists (refer to our Anti-Spam Policy for additional terms regarding opt-in list requirements).

8.5 If you are reported to be, or detected, violating these terms of service your account may be terminated immediately in accordance with our Anti-Spam Policy.


9. ASSIGNMENT

9.1 This Agreement is specific to you. You may not assign your rights under this Agreement without our prior written consent. If you assign your rights, as in the case where another party uses your account, you will remain liable to us for any fees due under this Agreement.

9.2 We may assign this Agreement at any time.


10. CHANGE OF TERMS AND CONDITIONS

10.1 We reserve the right to change the terms and conditions of this Agreement as needed. Use of our service by you after such changes constitutes acceptance of those new terms and conditions. This includes, but is not limited to, the right to change our subscription rates at any time.

10.2 If you do not agree to the new terms and conditions, you may terminate this Agreement in accordance with our cancellation policy.

10.3 For changes in subscription rates, we will always give you thirty (30) days notice prior to changing subscription rates.


11. NOTIFICATION OF ACCOUNT CHANGES

11.1 You agree to provide us with such other information relating to your use of this service as we deem necessary or desirable.

11.2 You agree to notify us if your address, email address, telephone number or billing information changes.


12. NOTICES

12.1 All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been given on the date of delivery: if delivered personally to the party to whom notice is to be given; if sent by electronic mail with a cc: to sender; if sent by fax; or on the third day after mailing by certified mail within Australia or on the fifteenth day after mailing by certified international mail.


13. GENERAL PROVISIONS

13.1 The subject headings of the articles and sections of these Terms of Service are for convenience only, and shall not affect the construction or interpretation of any of its provisions.

13.2 If any portion of this Agreement is found invalid or unenforceable, that portion shall be severed and the remainder of this Agreement shall remain in force.

13.3 This Agreement includes all Policies issued by us as published on our web site, and constitutes the entire Agreement between us pertaining to its subject matter and supersedes all prior Agreements, representations, and understandings.

13.4 No addition, modification, or amendment of this Agreement shall be binding unless executed in writing by both parties.

13.5 No waiver of any of the provisions of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether similar or not, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

13.6 This Agreement may be executed in one or more counterparts. Each shall be deemed an original, but all of which together shall constitute one and the same instrument.

13.7 If an organisation is the subscriber, the individual signing for the use of our services represents that he or she is duly authorised to enter into this Agreement on behalf of that organisation.

13.8 In the event of a dispute, the parties agree to submit the matter to a recognised and mutually acceptable arbitrator located in Victoria, Australia, before instituting litigation.


14. USE OF AFFILIATE MODULE

14.1 All members using this feature of our service must adhere to all applicable legislation regarding such programs. Further, any member offering such a program to their own affiliates must act in a responsible and ethical manner, including but not limited to payment of affiliates, assignment of commissions, and abiding by the terms laid out in their affiliate Terms of Service.

14.2 We reserve the right to terminate the account of any violating member or affiliate using our system, without notice or compensation.


15. REFUND POLICY

15.1 Refunds for Annual Subscribers:

15.1.1 Any member subscribing to our service on an annual package will have their designated credit card or PayPal account charged for the full amount of the service upon expiration of the 30-day free trial period.

15.1.2 Should cancellation be requested within 30 days of the first billing date, 100% of the annual fee charged for the subscription package will be refunded by the same method used to pay for the service.

  1. For cancellation 31 - 90 days after the initial subscription, 50% of the total subscription fee charged for the package will be refunded.
  2. If you cancel 91 - 180 days after the billing date, 25% of the annual subscription fee charged for the package you are subscribed to will be refunded.
  3. Should you decide to cancel at 180 days into the subscription, or any time thereafter, you will not be entitled to a refund.

15.2 Refunds for Monthly Subscribers:

15.2.1 Any member subscribing to our services on a monthly basis will have their credit cards or PayPal accounts charged the full monthly charge for the service, in advance, on the thirty-first day after subscribing.

15.2.2 Please Note: members who are subscribed to monthly packages will not be entitled to a refund.

15.3 Refunds For Affiliate Partners

15.3.1 If an Affiliate-referred customer cancels our service, or requests a refund, and commission payment has already been provided to the Affiliate, we will deduct any monies (commission) paid to the Affiliate from any outstanding or future earned commissions.


16. 30-DAY FREE TRIAL SUBSCRIPTIONS

16.1 You may cancel your trial subscription anytime within the 30 days. No refund is available.

16.2 Note: When signing up for the 30-day free trial, you are required to authorise payments to automatically commence from the thirty-first day. If you decide to cancel your zip-cart service, you must also cancel this subscription payment via PayPal.


17. CANCELLATION POLICY

17.1 For security purposes, your account can only be cancelled through your members-only zip-cart support section. It cannot be closed by telephone, fax, mail or email.

17.2 To cancel your account:

  1. Log into the zip-cart.com members-only Support section.
  2. Click Close Account in the left hand menu.
  3. Follow the instructions.
  4. Log into your PayPal account and cancel your subscription to zip-cart.com.


If you have questions or concerns about any of these terms, please contact us at
http://www.zip-cart.com/support.