Terms & Conditions
PLEASE READ THESE CUSTOMER TERMS OF SERVICE CAREFULLY.
These Terms of Service are between you (you) and us (Zezamii, us or we) and govern your initial purchase of the Services, any related add-ons or any support, onboarding services which we agree to provide to you, as well as any future purchases made by reference to these Terms of Service or your Order.
By placing an Order with us, you agree to be bound by these Terms of Service. If you do not agree to these Terms of Service, you must not place an Order with us.
1. Definitions
In these Terms of Service:
- Agreement means these Terms of Service and your Order;
- Confidential Information means information that is confidential or proprietary to a party;
- Data means any data, information or material provided or made available by you to us;
- Documentation means any user manuals, technical manuals, and any other materials provided by us, in printed, electronic or other form, that describe the installation, operation, use or technical specifications of the Services;
- Intellectual Property Rights means any and all intellectual property rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide;
- Order means your order for Services placed with us;
- Services means the services described in your Order to be provided by us to you, and includes any related Documentation;
- Subscription Services means Services that are provided on a subscription basis;
- Term means the term of this Agreement.
2. Orders
2.1 Acceptance
Your Order constitutes an offer to purchase Services in accordance with these Terms of Service. All Orders are subject to acceptance by us. We may accept your Order by confirming your Order to you in writing (including by email), or by providing the Services to you.
2.2 Rejection
We may reject your Order in our absolute discretion. We are not obliged to provide reasons for rejecting your Order.
2.3 Order Accuracy
You must ensure that your Order and any information you provide to us in connection with your Order is accurate, complete and up-to-date.
3. Subscription Services
3.1 Subscription Period
Subscription Services are provided for the subscription period specified in your Order (Subscription Period). Unless terminated earlier in accordance with this Agreement, each Subscription Period will automatically renew for successive periods equal in length to the initial Subscription Period, unless either party gives the other party written notice of non-renewal at least 30 days before the end of the relevant Subscription Period.
3.2 Modifications
We may modify Subscription Services and their functionality from time to time. We will provide you with reasonable notice of any material modifications.
4. Data and Intellectual Property Rights
4.1 Your Data
As between you and us, you own all right, title and interest in and to your Data. You grant us a non-exclusive, royalty-free license to use, copy, store, transmit, modify, create derivative works of and display your Data solely to the extent necessary to provide the Services to you.
4.2 Our Intellectual Property
We own all right, title and interest in and to the Services and Documentation, and all Intellectual Property Rights therein. Your rights to use the Services and Documentation are limited to those expressly granted in this Agreement. No other rights are granted by implication or otherwise.
4.3 Feedback
If you provide us with any feedback, suggestions, or recommendations regarding the Services (Feedback), we may use such Feedback without restriction and without payment to you.
5. Fees and Payment
5.1 Fees
You must pay the fees specified in your Order (Fees). All Fees are exclusive of taxes, duties and other governmental charges, which you are responsible for.
5.2 Payment Terms
Unless otherwise specified in your Order, Fees are payable in advance. We may suspend or terminate your access to the Services if you fail to pay any Fees when due.
5.3 Fee Changes
We may change our Fees at any time by giving you at least 30 days' written notice. Fee changes will apply from the start of the next Subscription Period.
6. Term and Termination
6.1 Term
This Agreement commences when we accept your Order and continues until terminated in accordance with this Agreement.
6.2 Termination for Convenience
Either party may terminate this Agreement at any time by giving the other party 30 days' written notice.
6.3 Termination for Cause
Either party may terminate this Agreement immediately by written notice if the other party materially breaches this Agreement and fails to remedy the breach within 30 days after receiving written notice of the breach.
6.4 Effect of Termination
Upon termination of this Agreement, your right to use the Services will cease immediately. We will provide you with access to your Data for 30 days after termination, after which we may delete your Data.
7. Support
We will provide support for the Services in accordance with our standard support policies, which may be updated from time to time.
8. Warranties and Representations
8.1 Mutual Warranties
Each party warrants that:
- it has the corporate power and authority to enter into this Agreement;
- it has taken all corporate action necessary to authorize the execution and performance of this Agreement;
- this Agreement has been duly executed and delivered on behalf of such party; and
- this Agreement constitutes a legal, valid and binding obligation of such party.
8.2 Our Warranties
We warrant that the Services will be performed in a professional and workmanlike manner in accordance with industry standards.
8.3 What You Warrant to Us
You warrant that:
- you have the right to use and provide your Data to us;
- your use of the Services will comply with all applicable laws and regulations;
- you will not use the Services for any unlawful purpose or in any way that could damage, disable, overburden or impair the Services;
- you will not attempt to gain unauthorized access to any part of the Services or any systems or networks connected to the Services.
9. Indemnity
You agree to indemnify, defend and hold us harmless from and against any and all claims, damages, losses, costs and expenses (including reasonable attorneys' fees) arising out of or relating to your breach of this Agreement or your use of the Services.
10. Acknowledgements
You acknowledge that:
- the Services may be subject to limitations, delays and other problems inherent in the use of the internet and electronic communications;
- we are not responsible for any delays, delivery failures or other damage resulting from such problems;
- the Services are provided on an "as is" and "as available" basis.
11. Limitation of Liability
11.1 Exclusion of Certain Damages
To the maximum extent permitted by law, in no event will we be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from your use of the Services.
11.2 Cap on Liability
To the maximum extent permitted by law, our total liability to you for all claims arising out of or relating to this Agreement will not exceed the amount paid by you to us in the 12 months preceding the event giving rise to the claim.
12. Confidentiality
Each party agrees to keep confidential all Confidential Information received from the other party and to use such Confidential Information solely for the purposes of this Agreement.
13. Dispute Resolution
Any dispute arising out of or relating to this Agreement will be resolved through binding arbitration in accordance with the rules of the Australian Centre for International Commercial Arbitration.
14. General
14.1 Governing Law
This Agreement is governed by the laws of Australia, without regard to conflict of law principles.
14.2 Entire Agreement
This Agreement constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements and understandings.
14.3 Amendment
We may amend this Agreement at any time by posting the amended terms on our website. Your continued use of the Services after such posting will constitute acceptance of the amended terms.
14.4 Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
14.5 Assignment
You may not assign this Agreement without our prior written consent. We may assign this Agreement at any time without your consent.
14.6 Contact Information
If you have any questions about these Terms of Service, please contact us at legal@zezamii.com.