1.   Definitions

"Subscription" - means the monthly fee (including GST) payable by you in accordance with the fee schedule set out on the Website (which Starsoft may change from time to time on giving notice to you).

"Confidential Information" - includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the GenWeb software but does not include information which is, or becomes, publicly available other than through unauthorised disclosure by the other party.

"Data" - means any data inputted by you into the GenWeb Software Service application.

"Intellectual Property Right" - means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.

"GenWeb Software Service" - means the GenWeb Software Service application made available to you (as may be changed or updated from time to time) to create and maintain your own website.

"Generated Website" -means the website you create using the GenWeb Software Service and hosted at the domains www.mywebsite.net.nz, www.myblog.net.nz  or any other website operated by Starsoft.

"you" - means you and includes your employees, consultants, representatives and agents.

2.   Use Of Software

Starsoft grants you the right to access and use the GenWeb Software Service via the Website. This right is non-exclusive and non-transferable and limited by the terms of this Agreement.

3.   Subscription Payment Obligations

You will pay Starsoft the Subscription Fee by credit card. Payment of the Subscription Fee covers a period of one (1) month, six(6) months or twelve(12) months depending on which payment option you choose on the www.Genweb.co.nz website until this Agreement is terminated in accordance with clause 8. Starsoft will invoice you by sending you an email to the email address you provide.

4.   General Conditions of Use

You use the GenWeb Software Service at your own sole risk. The service is provided on an “as is” and “as available” basis.

Starsoft has the right at any time to use where necessary third party vendors and hosting partners for hardware, networking, storage, software required to run the GenWeb Software Service.

You must only use the GenWeb Software Service and the Generated Website for lawful purposes, in accordance with the terms of this Agreement and any notice or condition posted on the Website.

You should not use the GenWeb Software Service to create website material of any description that could be considered unlawful, threatening, offensive, libellous, defamatory, obscene, pornographic or otherwise objectionable.

You should not use the GenWeb Software Service to create website material that violates any party’s intellectual property.

Verbal, physical, written or other abuse of any Starsoft customer, employee or other officer will result in the immediate termination of your GenWeb subscription.

You will ensure that all usernames and passwords required to access the GenWeb Software Service are kept secure and confidential. You will immediately notify Starsoft of any unauthorised use of your passwords or any other breach of security.

You must not attempt to undermine the security or integrity of Starsoft's computing systems or networks or, where the GenWeb Software Service is hosted by a third party, that third party's computing systems and networks.

You must not use the GenWeb Software Service in any way which may impair the function of the GenWeb Software Service or Website.

You must not attempt to gain unauthorised access to any materials other than those to which you have been given express permission to access or to the computer system on which the GenWeb Software Service is hosted.

You must not transmit, or input into the GenWeb Software Service, any: files that may damage the GenWeb Software Service or any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which you do not have the right to use).

When you make any communication on the Website, you represent that you own the content of the communication. Starsoft is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Software. As with any other web-based forum, you must exercise caution when using the communication tools available on the Website. However, Starsoft does reserve the right to remove any communication at any time in its sole discretion.

5.   Indemnity

You indemnify Starsoft against all claims, costs, damage and loss arising from your breach of any of the General Conditions, including (but not limited to) any costs relating to the recovery of any Subscription Fees that have not been paid by you.

6.   Confidentiality

Unless the relevant party has the prior written consent of the other or unless required to do so by law -

Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with this Agreement. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by this Agreement.

Each party's obligations under this clause will survive termination of this Agreement.

7.   Privacy

Starsoft maintains a Privacy Policy, which you can read on www.GenWeb.com.

8.   Copyright and Content Ownership

Starsoft claim no intellectual property rights over the material you create through using the GenWeb Software Service to create your website.

9.   Intellectual Property

Title to, and all Intellectual Property Rights in the GenWeb Software Service and any documentation relating to the Software remain the property of Starsoft (or its licensors).

Title to, and all Intellectual Property Rights in, the Data remain your property.  You must maintain copies of all Data inputted into the Software. Starsoft adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data.

10.       Warranties And Acknowledgements

You acknowledge that -

The provision of access to, and use of, the GenWeb Software Service is on an "as is" basis and at your own risk.

Starsoft does not warrant that the use of the GenWeb Software Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the GenWeb Software Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the GenWeb Software Service. Starsoft is not in any way responsible for any such interference or prevention of your access or use of the GenWeb Software Service.

11.       No Warranties

Starsoft gives no warranty about the GenWeb Software Service. Without limiting the foregoing, Starsoft does not warrant that the GenWeb Software Service will meet your requirements or that it will be suitable for your purposes. To avoid doubt, all implied conditions or warranties are excluded, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.

12.       Limitation Of Liability

To the maximum extent permitted by law, Starsoft excludes all liability and responsibility to you (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of Data, profits and savings) or damage resulting, directly or indirectly, from the use of, or reliance on, the GenWeb Software Service. If you are not satisfied with the Software, your sole and exclusive remedy is to terminate this Agreement in accordance with clause 8.1.

13.       Termination and Cancellation

Termination for Breach

Starsoft may terminate this Agreement if you -

Breach this Agreement and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;

Breach this Agreement and the breach is not capable of being remedied (which includes (without limitation) any breach of clause 3.4 or any payment more than 30 days overdue); or

Go into liquidation or has a receiver or manager appointed of any of your assets or become insolvent, or make any arrangement with your creditors, or you are subject to any similar insolvency event in any jurisdiction.

Termination of the Agreement is without prejudice to the rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement you will -

Remain liable for any accrued charges and amounts which become due for payment before or after termination; and

Immediately cease to use the GenWeb Software Service.

14.       Help Desk

In the case of technical problems you must make all reasonable efforts to investigate and diagnose problems before contacting Starsoft. If you still need technical help, please email us at support at Starsoft.co.nz (replace at with @).

15.       General

1.    Entire agreement

This Agreement supersedes and extinguishes all prior agreements, representations (whether oral or written), and understandings and constitutes the entire agreement between you and Starsoft relating to the Software and the other matters dealt with in this Agreement.

2.    Waiver

If either party waives any breach of this Agreement, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.

3.    Delays

Neither party will be liable for any delay or failure in performance of its obligations under this Agreement if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.

4.    No Assignment

You may not assign or transfer any rights to any other person.

5.    Governing law and jurisdiction

This Agreement is governed by the laws of New Zealand and you hereby submit to the exclusive jurisdiction of the courts of New Zealand for all disputes arising out of or in connection with this Agreement, without reference to any conflicts of laws.

6.    Severability