Terms & Conditions for using the mix N match showit Templates

Thank you for your interest in these Product Terms and License (these “Terms”). These Terms constitute a legal agreement between you and Rare Site Shop governing the use of our Mix and Match Showit Website Templates.

1. ABOUT US
1.1. We are Rare Site Shop of Newcastle Under Lyme ST5 (“Rare Site Shop”, “we”, “us”, or “our”).
1.2. We provide our Mix and Match Showit Website Templates along with quarterly additions of new designs (our “Products”).
1.3. To contact us, please email us at hello@raresiteshop.com.
1.4. These Terms were last updated on Wednesday, 1st of November, 2023, and are the current and valid version.

2. GENERAL TERMS
2.1. We licence use of our Products to you on the basis of these Terms. We do not sell our Products to you, and we remain the owner of our Products at all times.
2.2. The provisions set out in these Terms govern your access to and your use of our Products and shall constitute a legally binding agreement between you and us.
2.3. We may change such terms from time to time and shall notify you accordingly if we do. If you do not agree to such terms, you must not use our Products.
2.4. Subject to you agreeing to abide by these Terms, we hereby grant to you a revocable, non-exclusive and non-transferable licence to use our Products on these Terms.
2.5. We reserve the right to, without any notice, explanation or liability and in our sole discretion, refuse to allow you or suspend your access to our website or our Products at any time, or remove or edit content on our website or on any of our affiliated websites (including social media pages).
2.6. We reserve the right to change, modify, suspend or discontinue any portion of the Products, our website or any other affiliated websites (including social media pages) and/or other software provided by us in connection with any of the foregoing at any time.
2.7. You agree that access to or operation of any of the foregoing may from time to time be interrupted or encounter technical difficulties.

3. PRODUCT LICENCE
3.1. Subject to your payment obligations, we grant you, unless specifically agreed in writing, a limited, non-exclusive, non-sublicensable, commercial use licence to access and use the Products according to the provisions contained herein.
3.2. Commercial Use License means with respect to the Product, the licence is granted to use the Products in a commercial application, commercial software library, or a commercial software project, as well as in non-commercial contexts.
3.3. Commercial Usage means with respect to the Products, Revenue generated through donations, purchases, or any other method or form of revenue generation where the project is sold or licensed, and the project uses the Products.
3.4. The right of use shall mean the right to represent and implement the Products in accordance with its intended purpose, in your projects including designing:
3.4.1. your own website;
3.4.2. websites for your clients;
3.4.3. website templates for retail on third-party services; and
3.4.4. without a right to resell or to grant others access to our Products and Share Code or to create a competitive Mix N Match Website template Product.

4. AVAILABILITY
4.1. Although we will try to provide continuous access to the Service, we cannot and do not guarantee that our Products will be available 100% of the time and will not be liable in the event our Products are unavailable.
4.2. You acknowledge that availability of our Products depends further on your compliance with your usage allowances as per your selected plan and scheduled and emergency maintenance periods. We undertake to notify you of scheduled and unscheduled outages that are expected to take more than four (4) hours.

5. FEES AND PAYMENT
5.1. Any Fees due in relation to your access to our Products must be paid by their due date for payment, as notified to you through our website or otherwise. Failure to make timely payment of the Fees may result in the suspension or termination of your access to the Products.
5.2. Our Fees may be amended from time to time at our discretion. We will provide you reasonably advance written notice of any amendment of recurring Fees. Your continued use of a recurring subscription will constitute acceptance of the amended Fees.
5.3. You shall be responsible for any applicable taxes under these Terms.
5.4. All payments shall be made by using the payment methods specified by us from time to time. You acknowledge and agree that you are subject to the applicable user agreement of any third party payment methods. We shall not be liable for any failure, disruption or error in connection with your chosen payment method. We reserve the right at any time to modify or discontinue, temporarily or permanently, any payment method without notice to you or giving any reason.
5.5. We must receive payment in full no later than the day on which such payment is required to be paid in immediately available and freely transferable funds, without any restriction, condition, withholding, deduction, set-off or counterclaim whatsoever.
5.6. We provide digital Products as such content is immediately downloadable, viewable and usable. Therefore, the following apply:
5.6.1. All Sales Are Final. We do not offer refunds under any circumstances.
5.6.2. No Returns or Exchanges. As we provide digital product(s), returns and exchanges do not apply. We do not offer any kind of returns or exchanges.

6. END OF LIFE
We reserve the right to End-Of-Life (EOL) our Products at our sole discretion and shall provide reasonable advanced notification of such EOL event. If you prepaid Fees for a Product which is subject to EOL, we will use commercially reasonable efforts to a) transition you to a substantially similar Product or b) upon our express written agreement, ensure the Product availability, without uptime guarantee or test bug fixes, patches, or enhancements to the Product.

7. SERVICE LEVELS AND SUPPORT
7.1. During the Term, we shall render all commercially reasonable efforts to provide technical support to assist you in using the website and the Products. The total amount of technical support provided by us shall be governed under the fair use principle.
7.2. We have no obligation to provide any support:
7.2.1. for anything other than our Products;
7.2.2. if you or a third party has altered or modified any portion of the Products;
7.2.3. if you have not used the Products in accordance with the documentation or instructions provided by us;
7.2.4. to anyone other than you.
7.3. The response time for contacts concerning technical support made by you will not exceed 72 hours. If the response time exceeds 72 hours, we will present you with a technical justification and define a new deadline for carrying out and completing the support service.

8. PROPRIETARY RIGHTS
8.1. You acknowledge and agree that we own all intellectual property rights in our Products. Except as expressly stated herein, this agreement does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of our Products.
8.2. You confirm that you have all the rights in relation to our Products that are necessary to grant all the rights it purports to grant under, and in accordance with, these Terms.

9. PROHIBITED USES
9.1. You may use our Products only for lawful purposes. You may not use our Products:
9.1.1. in any way that breaches any applicable local or international laws or regulations;
9.1.2. in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
9.1.3. to send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards as set out in our prevailing terms and conditions as amended from time to time; and
9.1.4. to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
9.2. You also agree:
9.2.1. not to reproduce, duplicate, copy or re-sell any part of our Products in contravention of the provisions of our Terms; and
9.2.2. not to access without authority, interfere with, damage or disrupt:
9.2.3. any part of our Products;
9.2.4. any equipment or network on which our website and Service is stored;
9.2.5. any software used in the provision of our Products; or
9.2.6. any equipment or network or software owned or used by any third party.

10. INTELLECTUAL PROPERTY RIGHTS
10.1. You acknowledge that all intellectual property rights in our Products anywhere in the world belong to us, that rights in our Products are licensed (not sold) to you, and that you have no rights in, or to, our Products other than the right to use them in accordance with these Terms.
10.2. Any intellectual property rights in content uploaded by you to our Products shall continue to belong to you or their respective owners.
10.3. You acknowledge that you have no right to have access to our Products in source code form.

11. WARRANTIES
11.1. While we make all efforts to maintain the accuracy of the information on our website, we provide the Products, website and all Related Content on an “as is” and “as available” basis, unless otherwise specified in writing. We make no representations or warranties of any kind, express or implied, as to the operation of any of the foregoing, unless otherwise specified in writing.
11.2. Rare Site Shop makes no representations about the suitability, reliability, timeliness, comprehensiveness and accuracy of any content and information, information, contained in our Products.
11.3. Rare Site Shop cannot guarantee that content and information of our Products will always be correct or fault, error and virus free.
11.4. Rare Site Shop does not accept liability for incorrect content or errors and omissions in our Products (whether of legal, typographical, technical, or other nature).
11.5. To the full extent permissible by law, we disclaim all warranties, express or implied, relating to our website or any Products, including but not limited to implied warranties of merchantability and fitness for a particular purpose. We do not warrant that the Products, our website, the related content, or electronic communications sent by us are free of viruses or other harmful components.

12. LIMITATION OF LIABILITY
12.1. You expressly agree that your use of the Products at your sole risk.
12.2. You agree not to use our Products for any purposes not permitted hereunder, and we have no liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms (including but not limited to the use of, or inability to use our Products, hereunder for:
12.2.1. loss of profits, sales, business, or revenue;
12.2.2. business interruption;
12.2.3. loss of anticipated savings;
12.2.4. loss or corruption of data or information;
12.2.5. loss of business opportunity, goodwill or reputation; or
12.2.6. any other indirect or consequential loss or damage.
12.3. Nothing in these Terms shall limit or exclude our liability for:
12.3.1. death or personal injury resulting from our negligence;
12.3.2. fraud; and/or
12.3.3. any other matter in respect of which we are prohibited under applicable law from limiting or excluding our liability.
12.4. These Terms set out the full extent of our obligations and liabilities in respect of the supply of the Products. Except as expressly stated in these Terms, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Products which might otherwise be implied into, or incorporated in, these Terms whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

13. INDEMNITY
You agree to indemnify and hold us, and our respective directors, officers, employees, agents and representatives, independent contractors, licensees, successors and assigns harmless from and against all claims, losses, expenses, damages and costs (including but not limited to direct, incidental, consequential, exemplary and indirect damages), and reasonable legal fees, resulting from or arising out of your act, default or omission, whether in your use of our Products, and/or any software in relation thereto or otherwise, and whether in respect of your breach of these Terms or any laws or regulations or otherwise.

14. FORCE MAJEURE
We shall have no liability to you under this agreement if we are prevented from or delayed in performing our obligations under this agreement, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors and will notify you of such an event and its expected duration as soon as reasonably possible.

15. OTHER IMPORTANT TERMS
15.1. We may transfer our rights and obligations under these Terms to another organisation, but this will not affect your rights or obligations under these Terms.
15.2. You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
15.3. No joint venture, partnership or agency or employment relationship has arisen by reason of these Terms.
15.4. These Terms and any document expressly referred to in it constitutes the entire agreement between us regarding their subject matter, and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to that subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms or any document expressly referred to in it. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms or any document expressly referred to in it.
15.5. If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
15.6. Each of the conditions of these Terms operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
15.7. These Terms, its subject matter and its formation, and any other disputes or claims in connection therewith, are governed by the law of England and Wales. In the event of any such disputes or claims in connection with these Terms, you agree to first engage in good faith discussions with us to resolve such dispute or claim. If such dispute or claim is not resolved within sixty (60) days, we both irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.