Terms and Conditions
Last Updated: December 2017

1. DEFINITIONS

1.1. In these Terms and Conditions the following definitions apply unless otherwise stated:
‘Business Day’ means a day (other than a Saturday, Sunday or public holiday) when banks in the United
States of America are open for business.
‘Agreement’ means the Agreement between the Company and the Client for the supply of Services
governed by these Terms and Conditions and The Proposal.
‘Client’ means the individual or business entity who purchases Services from the Company and whose
details are set out in the Proposal.
‘Company’ means Zoozler LLC, 18 West Seventh Street, 3rd Floor, Cincinnati, Ohio 45202.
‘Proposal’ means the Proposal placed by the Client either through the signing of a proposal document
(electronically or in writing), set up of recurring billing through online Paypal / Credit Card purchase or
other payment gateways, such as, but not limited to, authorize.net, Pay Trace, or by email instruction and
confirmation by the receiving party of the email and its contents or the receipt of payment following an
oral agreement with an authorized officer of Zoozler LLC, such as the President or CEO. Together with
these terms and conditions, the Proposal shall form a binding Agreement.
‘Quotation’ means the written quotation prepared by the Company which can be in the form of a Proposal
for providing Services to the Client.
‘Services’ means the services the Company will provide to the Client as specified in the Proposal and any
amendments thereto that have been agreed upon by both the Client and the Company.
‘Specification’ means the description or specification of the Services in the Proposal.
‘Terms’ means these terms and conditions as updated from time to time by the Company.
1.2. Where these Terms use words in their singular form, they shall also be read to include the plural form
of the word and vice versa. Where these Conditions use words which denote a particular gender, they
shall be also read to include all genders and vice versa.
1.3. The headings in this document are inserted for convenience only and shall not affect the construction
or interpretation of these Terms.
2. TERMS AND CONDITIONS
2.1. These Terms shall apply to all agreements concluded between the Company and the Client to the
exclusion of any other terms that the Client seeks to impose or incorporate, or which are implied by trade,
custom, practice or in the course of dealings between the Company and the Client.

2.2. These Terms and the Proposal may only be varied by express written agreement between the
Company and the Client.
3. THE AGREEMENT
3.1. The Proposal constitutes an offer by the Client to purchase the Services in accordance with these
Terms. The Client shall ensure that the terms of the Proposal and any relevant Specification are complete
and accurate.
3.2. The Proposal shall only be deemed to be accepted when the Client either issues a written acceptance
of the Proposal and presents signed Agreement to the Company, or when the Client verifies by a return
email that he/she agrees to the services the Company has sent to them in a Proposal, or as otherwise
outlined above in the definition of Proposal in Section 1.1 of these Terms.
3.3. The Agreement constitutes the entire agreement between the Company to provide the Services to
the Client and for the Client to purchase those Services, in accordance with these Terms.
3.4. The Client acknowledges that it has not relied on any statement, promise or representation made or
given by or on behalf of the Company which is not set out in the Agreement. Any samples, drawings,
descriptive matter, or advertising issued by the Company and any descriptions or illustrations contained
in the Company’s brochures, website or advertisements are issued or published for the sole purpose of
giving an approximate idea of the Services described in them. They shall not form part of the Agreement
or any other Agreement between the Company and the Client for the supply of Services.
3.5. A Quotation for the supply of Services given by the Company shall not constitute an offer. A Quotation
shall only be valid for a period of 30 Days from its date of issue.
4. COMPANY OBLIGATIONS AND WARRANTIES
4.1. The Company warrants that it will provide the Services as stipulated in the Contract and/or General
Service Agreement using reasonable care and skill to conform in all material respects with the
Specifications.
4.2. The Company shall use all reasonable endeavors to meet any performance dates specified in the
Contract and/or the General Service Agreement, but any such dates shall be estimates only and time shall
not be of the essence for the provision of the Services. The Company shall not be liable for any delay in
delivery of the Services caused by the Client’s failure to provide the Company with adequate delivery
instructions or any other instructions relevant to the supply of the Services, or any event of war, act of
God, or other natural disasters, such as, fire, earthquake, tornado, etc.
4.3. The Company shall have the right to make any changes to the Services which are necessary to comply
with any applicable law.
4.4. The Company is only obligated to fulfill the Services outlined in the Contract and/or the General
Service Agreement. The Company will charge, at the Company’s hourly rate, the Customer for any
additional Services that are not explicitly defined in the Proposal and or the General Service Agreement.

4.5. The Company is only obligated to repair functional deficiencies onset by the Company and or its
Affiliates, for Services explicitly defined in the Contract and/or the General Service Agreement, up and
until the Services rendered have been fulfilled, during the Company’s operational hours within reason.
The Company may repair functional deficiencies outside of its operational hours at its discretion.

4.6. In the event that Zoozler LLC is not hired by the client to maintain the client’s  website that was created by Zoozler LLC, Zoozler LLC will keep a copy of client’s website for 90 days after the website has been turned over to the client by way of supplying the client with the login information. In the event of an unfinished website, or a finished website, where the client has not accepted delivery of the website, and/or has not communicated with Zoozler LLC for a period of six (6) months time,  Zoozler LLC is free to allow the website to be deleted and the domain discontinued at its discretion.

5. CLIENT’S OBLIGATIONS AND INDEMNITIES
5.1. The Client shall provide assistance and technical information to the Company, as reasonably required
by the Company in sufficient time to facilitate the execution of a Contract and/or General Service
Agreement in accordance with any estimated delivery dates or milestones. The Client shall have sole
responsibility for ensuring the accuracy of all information provided to the Company and warrants and
undertakes to the Company that the Client’s employees assisting in the execution of a Contract and/or
General Services Agreement have the necessary skills and authority.
5.2. The Client shall be obliged as quickly as possible and within the agreed deadline to comment on and
or approve materials provided under the Services, including (without limitation) profile copy, website(s)
and graphic material submitted by the Company.
5.3. The Client shall be obliged to inform the Company immediately of changes of domain names,
websites, passwords, technical setup and any other material information regarding the technical
infrastructure which may affect the Services delivered by the Company.
5.4. In the event that the Client fails to undertake those acts or provide those materials required under
this Section 5 within any agreed deadline (and at least within 15 Business Days of the date requested by
the Company) the Company shall be entitled to invoice for the Services that it has supplied and the
remaining Services specified in the Proposal whether or not the Company has been able to deliver them.
5.5. The Client shall indemnify and keep the Company indemnified fully against all liabilities, costs and
expenses whatsoever and howsoever incurred by the Company in respect of any third parties as a result
of the provision of the Services in accordance with the Proposal, Specification, or the content of the
Client’s advertising or web pages which result in claims or proceedings against the Company for
infringement of any Intellectual Property Rights or other proprietary rights of third parties, or for breach
of confidentiality or Agreement or for defamation.
5.6. The Client undertakes to comply with all applicable rules, regulations, codes of practice and laws
relating to its use of the Services and hereby agrees to indemnify and to keep the Company indemnified
in respect of any and all costs, claims or proceedings whatsoever brought against the Company by any
third party in connection with any breach of the same by the Client.
5.7. The Company requires that prior notice be given for any alterations relating to the Client’s social
media profile(s) that may affect the services supplied by the Company. If alterations are made by the
Client or a third party to the Client’s profile(s) then performance and brand integrity may be effected and
the Company cannot be held responsible.
6. PRICES
6.1. Unless otherwise expressly stated, all prices shall be in United States dollars. Sales tax may be applied
or invoiced at a future date, if applicable. In the event that duties are introduced or changed after the
conclusion of a Proposal, the Company shall be entitled to adjust the agreed prices accordingly.

6.3.a Unless otherwise specifically stated in the Proposal, all Proposals are provided on a monthly or
annual subscription basis and the Client acknowledges that subscriptions will be automatically renewed
by the Company at the end of each term to avoid any interruption to service. The Client may terminate
its subscription to the Services in writing giving no less than 10 business days’ notice of the termination.
Services will continue to be provided until such time as the existing service subscription has been provided
in full to the Client (i.e. until the end of the month or year for which the services have already been
invoiced or been pre-paid by the client).
7. PAYMENT
7.1. Unless as otherwise arranged, the client will pay by recurring monthly payments via credit card
through authorize.net. Invoices will be sent only at the request of the Client for recurring monthly
payments. In the event that a Client pays by check, an invoice will be sent via email prior to the due date.
In that event, Client agrees to pay said invoice by the due date.
7.2. The Client shall pay all amounts due under the Agreement in full without any deduction or withholding
except as required by law and the Client shall not be entitled to assert any credit, set-off or counterclaim
against the Company in proposal to justify withholding payment of any such amount in whole or in part.
The Company may, without limiting its other rights or remedies, set off any amount owed to it by the
Client against any amount payable by the Company to the Client.
7.3. In the event of overdue payment, interest shall accrue on the invoice amount at the rate of 2 percent
over the base rate. At the Company’s discretion, a fee of $10 (to cover administrative expenses and not
as a penalty) shall be charged per reminder for overdue payment submitted to the Client. The Company
shall be entitled to submit such reminders on a weekly basis once the fees have become overdue. The
Company expressly reserves all rights at all times to bring any legal action it considers appropriate to
recover any unpaid sums.
7.4. Late payment shall be considered as constituting a material breach of the Agreement entitling the
Company (at its discretion) to cancel the Agreement or to affirm the Agreement and assert the usual
remedies for breach.
7.5 In the event that the Services cannot be delivered either in full or in part due to the Client’s failure to
assist or delay in assisting in the execution of the Proposal, the Company shall be entitled to charge to the
Client the subscription, corresponding to the amount that would have been due had the Services been
rendered in accordance with the Proposal.
8. DELAYS AND FULFILLMENT ALLEGATIONS
8.1. In the event that the Client proves that the Services are delayed or not in accordance with the
Agreement, the Company shall be obliged to remedy or redeliver, at its own discretion, without undue
delay. In the event that the Services continue to be not in accordance with the Agreement after reasonable
attempts have been made to remedy this, the Client shall be entitled to cancel the Proposal in accordance
with Section 13.2 a), provided that the breach is material.
8.2. Complaints concerning delays or breach of Agreement shall be submitted immediately after the time
when the Client became or should have become aware of the matter. If the Client fails to bring the defect
(unless by its very nature it is impossible to ascertain within such a period) to the attention of the Company

within 48 hours the Client shall be deemed to have accepted the Services and shall not be entitled to
assert remedies based on delays or breach of Agreement. Furthermore, the scope of the Company’s
obligation to provide remedy or redeliver Services shall be limited to the current payment month, or the
amount corresponding therewith if payments are not made monthly, and former months shall be deemed
to the fullest permissible extent of the law to be void of defect based, in particular, on the failure of the
Client to bring any alleged defects to the attention of the Company in a timely fashion as outlined herein.
8.3. The Client’s exclusive remedies for late delivery or Services not conforming with the Agreement are
as specified in this Section 8 and, if the remedies set out in these Terms have been exhausted, the Client’s
final remedy is limited to cancellation of the Agreement and the Company’s sole liability is to refund any
payments for Services not conforming with the Agreement, subject to the limitations set out in Section 9
below.
9. LIABILITY
9.1. Except as expressly stated in this Section 9, the Company shall have no liability to the Client for any
loss or damage whatsoever arising from or in connection with the provision of the Services or for any
claim made against the Client by any third party.
9.2. Without prejudice to the generality of Section 9.1 above, the Company shall have no liability for any
losses or damages which may be suffered by the Client whether the same are suffered directly or indirectly
or are immediate or consequential which fall into the following categories:
a) Any indirect or consequential loss arising under or in relation to the Agreement even though the
Company was aware of the circumstances in which such loss could arise;
b) Loss of profits; loss of anticipated savings; loss of business opportunity or goodwill;
c) Loss of data; loss of search engine rankings; loss of website traffic; loss of followers; loss of access to
social media profiles;
9.3. To the extent such liability is not excluded by sub-sections 9.1, 9.2 and Section 10 below, the
Company’s total liability (whether in Agreement, tort (including negligence or otherwise)) under or in
connection with the Agreement or based on any claim for indemnity or contribution (including for damage
to tangible property) or otherwise will not in any event exceed the total sum invoiced for the Services.
10. OTHER LIMITATIONS OF LIABILITY
10.1. The Company shall not be liable for downtimes, interference in the form of hacking, virus,
disruptions, interruptions, faulty third-party software, search engines or websites on which a service is
dependent or other deliveries from a third party. The Company shall use its reasonable efforts to assist in
remedial efforts if so requested by the Client. Any work connected with remedial efforts as described
above shall be charged to the Client separately in accordance with these Terms or (at the Company’s
discretion) the Company’s price list applicable from time to time.
10.2. The Company shall not be liable for any changes made without notice by the Client or a third party
employed by the Client to domain names, websites, content, links, technical setup etc. and affecting the
Services delivered by the Company. Preceding or subsequent work connected with any adjustments

required as a result of such changes shall be charged to the Client in accordance with these Terms or on
the basis of the Company’s price list applicable from time to time at the Company’s discretion.
10.3. The Company shall use all reasonable endeavors to deliver Services as depicted in the Contract
and/or General Services Agreement for the Client relating to web development, social media marketing,
videography, design, content sharing, blogging and user engagement in accordance with the guidelines
applicable to the relevant websites and social media platforms. However, the Company shall not be liable
for delays or deteriorating performance due to changes made to standard terms, algorithms, account
functionality, account availability, search results, viewing policy, prices or other matters beyond the
Company’s control and reserves the right to make changes to Services as a result of the same. In addition,
the Company shall not be liable for other changes or discontinuation of social media platforms’ services
or third-party services.
10.4. The Company shall not be liable for Services leading to a certain volume of traffic, number of clicks,
likes, follows, registrations, purchases or the like.
10.5. The Company shall not be responsible for profiles or their content streams dropped or excluded by
a search engine or social media site for any reason.
10.6. If the Client does not implement some or all of the Company’s recommendations, the Company shall
not bear any liability for any lack of success experienced by the Client relating to the Services.
11. INTELLECTUAL PROPERTY RIGHTS
11.1. It is the responsibility of the Client to ensure that they have the right to use any Intellectual Property
Rights when they provide any text, image or representation (“Materials”) to the Company for
incorporation into the Services and the Client hereby grants or agrees to procure the grant of (as
applicable) an irrevocable license to the Company to use such Materials for the purposes of providing the
Services for the duration of the Agreement.
11.2. The Client shall be responsible for ensuring that the contents of Materials which the Client has
contributed or approved are not in contravention of legislation, decency, marketing rules or any other
third-party rights. The Company shall be entitled to reject and delete such material without incurring any
liability. In addition, the Company shall be entitled to cancel the Proposal.
11.3. The Client shall indemnify the Company against all damages, losses and expenses suffered or
incurred by the Company as a result of the Materials which the Client has contributed or approved being
in contravention of legislation, decency, marketing rules or any action that any such Materials infringe any
Intellectual Property Rights of a third party.
11.4. The parties shall be obliged to notify the other party without undue delay of any claims raised against
a party as described above.
11.5. Unless expressly stated otherwise in these Terms or in a Proposal, the Intellectual Property Rights
created, developed, subsisting or used in connection with the Services and whether in existence at the
date hereof or created in the future shall vest in and be the property of the Company until all payments
in accordance with this Agreement have been paid in full and upon the condition that such payments are
not revoked, cancelled, disputed or otherwise prevented from becoming fully and permanently accessible
to the Company. Upon the end of the relationship between the Client and the Company, the Company

will turn over any Intellectual Property Rights of the Clients website(s), video(s), etc., if the Client is current
with all payments to the Company. There will be no refunds or payment adjustments of any kind made by
the Company to the Client once the login information has been provided to the Client.
11.6. If the Company makes software subscriptions, processes or content available to the Client as part of
the execution of a Proposal, the Client shall only acquire a non-exclusive personal non-transferable license
to use such material until the Services under this Agreement cease.
11.8. The Client hereby irrevocably licenses the Company to use and display the Client’s name, figure, logo
etc. as a reference on the Company’s website, other marketing materials or types of media whilst they
are a Client of the Company and for 18 months after the Agreement terminates. The Client agrees to send
the Company its most recent logo or figure as and when it is amended from time to time.
12. CONFIDENTIALITY AND PERSONAL DATA
12.1. A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how,
specifications, inventions, processes or initiatives which are of a confidential nature and have been
disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents or
subcontractors, and any other confidential information concerning the Disclosing Party’s business or its
products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure
of such confidential information to such of its employees, agents or subcontractors as need to know it for
the purpose of discharging the Receiving Party’s obligations under the Agreement, and shall ensure that
such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to
those which bind the Receiving Party. This Section shall survive termination of the Agreement.
12.2. During the term of the Agreement and for a period ending 5 years from the date of its conclusion,
the Company shall take the same care as the Company uses with its own confidential information, to
avoid, without the Client’s consent, the disclosure to any third party (except a subcontractor working on
the Services who is subject to similar undertakings of confidentiality) of any of the Client’s business or
operational information which the Client has designated as confidential.
12.3. The obligation in Section 12.2 shall not apply to any information which is or becomes publicly
available otherwise than through a breach of this agreement, is already or rightly comes into the
Company’s possession without an accompanying obligation of confidence, is independently developed by
the Company, or which the Company is required to disclose by law.
12.4. During the term of the Agreement and for a period ending 5 years from termination thereof, the
Client will not disclose to any persons within its organization that do not have a need to know, or to any
third party, any information and non -Client materials provided by the Company concerning the method
or approach the Company uses in providing the Services.
12.5. The Client shall be obliged to indemnify the Company for any loss, including costs incidental to legal
proceedings, suffered as a result of the processing of personal data which the Client has contributed. The
parties shall be obliged to notify the other party without undue delay of any claims raised against a party
as described in the present Section.
13. TERM, TERMINATION AND ASSIGNMENT

13.1. The Agreement shall renew automatically for a further term (of either one month or one year
depending on the subscription option chosen) at the end of each completed subscription term unless and
until either party notifies the other of its wish to terminate the Agreement at the expiry of the current
subscription term by giving the other party at least 10 Business Days’ written notice to expire at the end
of the current subscription term. Services will continue to be provided until such time as the existing
service subscription has been provided in full to the Client (i.e., until the end of the month or year for
which the services have already been invoiced or been pre-paid by the client).
13.2. Without limiting its other rights or remedies, each party may terminate the Agreement with
immediate effect by giving written notice to the other party if the other party:
a) commits a material breach of the Agreement and (if such breach is remediable) fails to remedy that
breach within 30 days of that party being notified in writing of the breach; or
b) becomes or is insolvent or is unable to pay its debts or, except for the purposes of a petition is presented
or meeting convened or resolution passed for winding up the defaulting party or the defaulting party
enters into liquidation whether compulsorily or voluntarily or compounds with its creditors generally or
has a receiver, administrator, or administrative receiver appointed over all or any part of its assets or the
defaulting party ceases to carry on all or a substantial part of its business.
13.3. The Company shall, in addition to all other rights and remedies under these Terms, be entitled to
terminate this Agreement without notice in the event that any of its charges for the Services are not paid
in accordance with these Terms.
13.4. Upon termination, for whatever reason, the parties shall be obliged to return all materials received
from the other pursuant to the Agreement without undue delay and the Client shall cease to use any
content, subscriptions, processes or codes provided during the provision of the service. If the Client fails
to do so, the Company shall be entitled to invoice the Client in line with its then current terms and
conditions for subsequent Services without such invoicing amounting to a waiver of the Company’s right
to terminate the Agreement.
13.5. The Client shall not be permitted to assign or transfer all or any part of its rights or obligations under
the Agreement and these Terms without the prior written consent of the Company.
15. MISCELLANEOUS
15.1. The Company reserves the right to modify or discontinue, temporarily or permanently, the Services
with or without notice to the Client and the Company shall not be liable to the Client or any third party
for any modification to or discontinuance of these Services save for the return of any prepaid sums in
connection with the provision of the Services which are subsequently not provided.
15.2. The Company shall be free to provide its Services to any and all third parties at its sole discretion,
whether during or following the provision of the Services to the Client.
15.3. During the term of the Agreement and for a period of 12 months thereafter, the Client agrees not
to employ or engage or offer to employ or engage anyone designated by the Company to work on the
Services.

15.4. The failure of either party to enforce or to exercise at any time or for any period of time any right
pursuant to these Terms does not constitute, and shall not be construed as, a waiver of such terms or
rights and shall in no way affect that party’s right later to enforce or to exercise it, except as expressly
stipulated in this Agreement.
15.5. If any term of these Terms is found illegal, invalid or unenforceable under any applicable law, such
term shall, insofar as it is severable from the remaining Terms, be deemed omitted from these Terms and
shall in no way affect the legality, validity or enforceability of the remaining Terms which shall continue in
full force and effect and be binding on the parties to the Agreement. Such impermissible term shall be
replaced by the permissible alternative, which most closely complies with the initial intention of such
term.
15.6. The Company may from time to time make any valid alteration to or variation of these Terms by
publishing the revised Terms on its website and informing the Client by electronic mail that the Terms
have been modified. Continued use of the services constitutes acceptance of the revised Terms by the
Client.
15.7. A person who is not a party to the Agreement shall not have any rights under or in connection with
it.
15.7. The Customer shall not contact any of the Company’s Employees directly outside of its operational
hours.
15.8. All work performed, for Services not explicitly outlined in the Contract and/or General Service
Agreement, or that the Company is not liable to perform, as outlined in Section 9 and 10 herein, outside
of the Company’s operational hours, will be charged to the Customer at a multiple of 1.5 the Company’s
hourly rate.
15.8. All notices must be in writing to Zoozler LLC, 18 West Seventh Street, 3rd Floor, Cincinnati, Ohio
45202.
16. ENTIRE AGREEMENT
The parties acknowledge and agree that the Agreement supersedes any prior agreement, understanding
or arrangement between the parties, whether made orally or in writing and constitutes the entire
agreement between the Company and the Client relating to these Services. Therefore, except as expressly
provided, all other conditions and warranties (implied, statutory or otherwise) are hereby excluded to the
fullest extent permitted by law.
17. LAW AND JURISDICTION
17.1. The Company and the Client shall be obliged to attempt to settle any disputes arising between them
including disputes relating to the existence or validity of the Agreement through negotiation provided
always that either party shall be entitled at all times to exercise any of its other remedies including through
taking legal action.
17.2. The Agreement and any and all amendments or subsequent agreements or provisions shall be
governed by and construed in accordance with the United States of America’s law and the parties hereby
agree to submit to the exclusive jurisdiction of Hamilton Country in the State of Ohio courts.