Terms of Use
Last updated November 11, 2025
Agreement to Terms
These Terms of Use constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Zoidii ("Company", “we”, “us”, or “our”), concerning your access to and use of the https://zoidii.com/ website as well as any other media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”). You agree that by accessing the Site, you have read, understood, and agree to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST DISCONTINUE USE IMMEDIATELY.
Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted.
The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
The Site is not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use this Site. You may not use the Site in a way that would violate the Gramm-Leach-Bliley Act (GLBA).
The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Site.
Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms of Use by your continued use of the Site after the date such revised Terms of Use are posted.
The information provided on the Site is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Site from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.
The Site is not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use this Site. You may not use the Site in a way that would violate the Gramm-Leach-Bliley Act (GLBA).
The Site is intended for users who are at least 18 years old. Persons under the age of 18 are not permitted to use or register for the Site.
The Services
PROVISION OF THE SERVICE
We will use commercially reasonable efforts to make the Service available to the Customer and its Authorized Users in accordance with this Agreement, our Service Level Agreement, and the applicable Order Form. The Service may be unavailable from time to time for planned maintenance (“Planned Downtime”), which We will schedule, where practicable, during off-peak hours (e.g., nights or weekends).
USER REPRESENTATIONS
By using the Site, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms of Use; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Site through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Site for any illegal or unauthorized purpose; and (7) your use of the Site will not violate any applicable law or regulation.
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).
USER REGISTRATION
You may be required to register with the Site. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.
We will use commercially reasonable efforts to make the Service available to the Customer and its Authorized Users in accordance with this Agreement, our Service Level Agreement, and the applicable Order Form. The Service may be unavailable from time to time for planned maintenance (“Planned Downtime”), which We will schedule, where practicable, during off-peak hours (e.g., nights or weekends).
USER REPRESENTATIONS
By using the Site, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms of Use; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Site through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Site for any illegal or unauthorized purpose; and (7) your use of the Site will not violate any applicable law or regulation.
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).
USER REGISTRATION
You may be required to register with the Site. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.
Customer Responsibilities & Use of Services
PROHIBITED ACTIVITIES
You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.
As a user of the Site, you agree not to:
1. Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
2. Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
3. Use the Site to advertise or offer to sell goods and services.
4. Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
5. Engage in unauthorized framing of or linking to the Site.
6. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
7. Make improper use of our support services or submit false reports of abuse or misconduct.
8. Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
9. Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
10. Attempt to impersonate another user or person or use the username of another user.
11. Sell or otherwise transfer your profile.
12. Use any information obtained from the Site in order to harass, abuse, or harm another person.
13. Use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise.
14. Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
15. Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
16. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.
17. Delete the copyright or other proprietary rights notice from any Content.
18. Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
19. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
20. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
21. Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
22. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
23. Use the Site in a manner inconsistent with any applicable laws or regulations.
You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.
As a user of the Site, you agree not to:
1. Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
2. Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
3. Use the Site to advertise or offer to sell goods and services.
4. Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
5. Engage in unauthorized framing of or linking to the Site.
6. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
7. Make improper use of our support services or submit false reports of abuse or misconduct.
8. Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
9. Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
10. Attempt to impersonate another user or person or use the username of another user.
11. Sell or otherwise transfer your profile.
12. Use any information obtained from the Site in order to harass, abuse, or harm another person.
13. Use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise.
14. Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
15. Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
16. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.
17. Delete the copyright or other proprietary rights notice from any Content.
18. Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
19. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
20. Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
21. Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
22. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
23. Use the Site in a manner inconsistent with any applicable laws or regulations.
Customer Data
“Customer Data” means any data, content, files, records, documents, configurations, metadata, and information that Customer or its Users submit to, store in, or process through the Service, including outputs generated for Customer from such inputs. Customer Data does not include Service Data (e.g., logs, diagnostics, telemetry, and performance data about the operation of the Service) or Derived Data as defined below.
1. Ownership. As between the parties, Customer owns and will retain all right, title, and interest in and to Customer Data. No rights in Customer Data are transferred to Provider except for the limited licenses expressly stated in this agreement.
2. Limited License to Provider. Customer grants Provider and its Affiliates a non-exclusive, worldwide, royalty-free license during the Term to host, copy, transmit, display, process, back up, and otherwise use Customer Data solely as necessary to provide, maintain, secure, and support the Service and related professional services to Customer, and to prevent or address service, security, and technical issues.
3. Aggregated/De-Identified Data. Provider may create data that is aggregated and/or de-identified from Customer Data and Service usage (collectively, “Derived Data”), provided such data (a) cannot reasonably be used to identify Customer, its Affiliates, Users, or any natural person; and (b) is created and used in compliance with applicable laws and the Agreement. The Provider owns all right, title, and interest in the Derived Data and may use it for analytics, benchmarking, improving and developing products and services, and generating industry insights. Provider will not use Customer Data to train large language models without Customer’s prior written consent.
4. No Provider Rights in Customer IP. Nothing in the Agreement grants Provider any rights to Customer’s intellectual property embodied in Customer Data.
5. Third-Party Services. If Customer enables a third-party integration, Customer instructs Provider to share the relevant Customer Data with such third party to the extent necessary for the integration. Provider is not responsible for third-party uses of Customer Data once transferred pursuant to Customer’s instructions.
6. Access and Export of Data.
(a) Access During Term. Throughout the Term, Customer may export Customer Data from the Service using the then-available export features.
(b) Return at Termination/Expiry. Upon termination or expiry of the Agreement, and upon Customer’s written request made within [30] days after the effective termination/expiry date, Provider will make available to Customer a one-time export of Customer Data in CSV format via a secure transfer mechanism.
(c) Assisted Export. If Customer requests Provider’s assistance beyond standard exports (e.g., custom formats, data mapping), such services will be provided at Provider’s then-current professional services rates under a separate SOW agreed by the parties.
(d) Suspension-Related Access. If access to the Service is suspended for non-payment, Provider will, upon Customer request and subject to payment of overdue fees, restore access for a reasonable period to allow export.
1. Ownership. As between the parties, Customer owns and will retain all right, title, and interest in and to Customer Data. No rights in Customer Data are transferred to Provider except for the limited licenses expressly stated in this agreement.
2. Limited License to Provider. Customer grants Provider and its Affiliates a non-exclusive, worldwide, royalty-free license during the Term to host, copy, transmit, display, process, back up, and otherwise use Customer Data solely as necessary to provide, maintain, secure, and support the Service and related professional services to Customer, and to prevent or address service, security, and technical issues.
3. Aggregated/De-Identified Data. Provider may create data that is aggregated and/or de-identified from Customer Data and Service usage (collectively, “Derived Data”), provided such data (a) cannot reasonably be used to identify Customer, its Affiliates, Users, or any natural person; and (b) is created and used in compliance with applicable laws and the Agreement. The Provider owns all right, title, and interest in the Derived Data and may use it for analytics, benchmarking, improving and developing products and services, and generating industry insights. Provider will not use Customer Data to train large language models without Customer’s prior written consent.
4. No Provider Rights in Customer IP. Nothing in the Agreement grants Provider any rights to Customer’s intellectual property embodied in Customer Data.
5. Third-Party Services. If Customer enables a third-party integration, Customer instructs Provider to share the relevant Customer Data with such third party to the extent necessary for the integration. Provider is not responsible for third-party uses of Customer Data once transferred pursuant to Customer’s instructions.
6. Access and Export of Data.
(a) Access During Term. Throughout the Term, Customer may export Customer Data from the Service using the then-available export features.
(b) Return at Termination/Expiry. Upon termination or expiry of the Agreement, and upon Customer’s written request made within [30] days after the effective termination/expiry date, Provider will make available to Customer a one-time export of Customer Data in CSV format via a secure transfer mechanism.
(c) Assisted Export. If Customer requests Provider’s assistance beyond standard exports (e.g., custom formats, data mapping), such services will be provided at Provider’s then-current professional services rates under a separate SOW agreed by the parties.
(d) Suspension-Related Access. If access to the Service is suspended for non-payment, Provider will, upon Customer request and subject to payment of overdue fees, restore access for a reasonable period to allow export.
Fees & Payment
FREE TRIAL
We offer a 14-day free trial to new users who register with the Site. The account will be charged according to the user’s chosen subscription at the end of the free trial.
FEES AND PAYMENT
We accept the following forms of payment:
- Visa
- Mastercard
- EFT
You may be required to purchase or pay a fee to access some of our services. You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Site. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. We bill you through an online billing account for purchases made via the Site. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in U.S. dollars.
You agree to pay all charges or fees at the prices then in effect for your purchases, and you authorize us to charge your chosen payment provider for any such amounts upon making your purchase. If your purchase is subject to recurring charges, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until you notify us of your cancellation.
We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We also reserve the right to refuse any order placed through the Site.
INCREASES AND DECREASES IN USER LICENCES
CANCELLATION
All payments are non-refundable, except as specifically provided for in this Agreement.
You can cancel your subscription at any time by contacting us using the contact information provided below. Your cancellation will take effect at the end of the current paid term.
If you are unsatisfied with our services, please email us at admin@zoidii.com or call us at +353 1 211 8944
We offer a 14-day free trial to new users who register with the Site. The account will be charged according to the user’s chosen subscription at the end of the free trial.
FEES AND PAYMENT
We accept the following forms of payment:
- Visa
- Mastercard
- EFT
You may be required to purchase or pay a fee to access some of our services. You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Site. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. We bill you through an online billing account for purchases made via the Site. Sales tax will be added to the price of purchases as deemed required by us. We may change prices at any time. All payments shall be in U.S. dollars.
You agree to pay all charges or fees at the prices then in effect for your purchases, and you authorize us to charge your chosen payment provider for any such amounts upon making your purchase. If your purchase is subject to recurring charges, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until you notify us of your cancellation.
We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We also reserve the right to refuse any order placed through the Site.
INCREASES AND DECREASES IN USER LICENCES
- Increases. During the then-current Subscription Term, an Admin User may increase the total number of Users by submitting an Order Form specifying the higher User count. Fees for the additional Users will be pro-rated for the remainder of the then-current Subscription Term.
- Decreases. Customer may decrease the total number of Users by submitting an Order Form specifying the lower User count, with any fee adjustments and applicable usage limits taking effect at the end of the then-current Subscription Term (i.e., upon renewal).
CANCELLATION
All payments are non-refundable, except as specifically provided for in this Agreement.
You can cancel your subscription at any time by contacting us using the contact information provided below. Your cancellation will take effect at the end of the current paid term.
If you are unsatisfied with our services, please email us at admin@zoidii.com or call us at +353 1 211 8944
Intellectual Property Rights
Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, international copyright laws, and international conventions. The Content and the Marks are provided on the Site “AS IS” for your information and personal use only. Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.
Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.
SUBMISSIONS
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site ("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.
COPYRIGHT INFRINGEMENTS
We respect the intellectual property rights of others. If you believe that any material available on or through the Site infringes upon any copyright you own or control, please immediately notify us using the contact information provided below (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to applicable law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Site infringes your copyright, you should consider first contacting an attorney.
USER-GENERATED CONTRIBUTIONS
The Site may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of the Site and through third-party websites. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Contributions, you thereby represent and warrant that:
1. The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
2. You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms of Use.
3. You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Site and these Terms of Use.
4. Your Contributions are not false, inaccurate, or misleading.
5. Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
6. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
7. Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
8. Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
9. Your Contributions do not violate any applicable law, regulation, or rule.
10. Your Contributions do not violate the privacy or publicity rights of any third party.
11. Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.
12. Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
13. Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
14. Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation.
Any use of the Site in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Site.
CONTRIBUTION LICENSE
By posting your Contributions to any part of the Site, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels.
This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions.
We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Site. You are solely responsible for your Contributions to the Site and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.
We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations on the Site; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor your
THIRD-PARTY WEBSITES AND CONTENT
The Site may contain (or you may be sent via the Site) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms of Use no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Site or relating to any applications you use or install from the Site. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.
Provided that you are eligible to use the Site, you are granted a limited license to access and use the Site and to download or print a copy of any portion of the Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.
SUBMISSIONS
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site ("Submissions") provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.
COPYRIGHT INFRINGEMENTS
We respect the intellectual property rights of others. If you believe that any material available on or through the Site infringes upon any copyright you own or control, please immediately notify us using the contact information provided below (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to applicable law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Site infringes your copyright, you should consider first contacting an attorney.
USER-GENERATED CONTRIBUTIONS
The Site may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality, and may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of the Site and through third-party websites. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary. When you create or make available any Contributions, you thereby represent and warrant that:
1. The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
2. You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms of Use.
3. You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Site and these Terms of Use.
4. Your Contributions are not false, inaccurate, or misleading.
5. Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
6. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
7. Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
8. Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
9. Your Contributions do not violate any applicable law, regulation, or rule.
10. Your Contributions do not violate the privacy or publicity rights of any third party.
11. Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.
12. Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
13. Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
14. Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation.
Any use of the Site in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Site.
CONTRIBUTION LICENSE
By posting your Contributions to any part of the Site, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels.
This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions.
We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Site. You are solely responsible for your Contributions to the Site and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.
We have the right, in our sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations on the Site; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor your
THIRD-PARTY WEBSITES AND CONTENT
The Site may contain (or you may be sent via the Site) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms of Use no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Site or relating to any applications you use or install from the Site. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.
Representations, Warranties & Disclaimers.
MUTUAL WARRANTY
Each party warrants that it will comply with all laws and regulations applicable to its provision or use of the Purchased Services, Professional Services and Support Services, as applicable (including applicable data security breach notification law).
OUR PERFORMANCE WARRANTY
Zoidii represents and warrants that the Services and any Professional Services will, in all material respects, conform to the Documentation and be performed in accordance with generally accepted industry standards. If not, Customer’s sole and exclusive remedy—and Zoidii’s sole obligation—is for Zoidii to use commercially reasonable efforts to correct the non-conformity. If the non-conformity cannot be corrected within thirty (30) days after Zoidii’s receipt of Customer’s written notice describing it, Customer may terminate the Agreement and receive a pro-rated refund of any prepaid, unused Fees.
DISCLAIMER
EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
ARTIFICIAL INTELLIGENCE (AI) CHECKLIST GENERATOR DISCLAIMER
THE CHECKLIST CONTENT IS AUTOMATICALLY GENERATED BY AN AI SYSTEM AND SHOULD BE USED FOR INFORMATIONAL PURPOSES ONLY. WE CANNOT GUARANTEE THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THE INFORMATION PROVIDED. ANY ACTIONS TAKEN BASED ON THIS CONTENT ARE AT YOUR OWN RISK. WE RECOMMEND SEEKING QUALIFIED EXPERTISE OR CONDUCTING FURTHER RESEARCH TO VALIDATE AND SUPPLEMENT THE INFORMATION PROVIDED.
Each party warrants that it will comply with all laws and regulations applicable to its provision or use of the Purchased Services, Professional Services and Support Services, as applicable (including applicable data security breach notification law).
OUR PERFORMANCE WARRANTY
Zoidii represents and warrants that the Services and any Professional Services will, in all material respects, conform to the Documentation and be performed in accordance with generally accepted industry standards. If not, Customer’s sole and exclusive remedy—and Zoidii’s sole obligation—is for Zoidii to use commercially reasonable efforts to correct the non-conformity. If the non-conformity cannot be corrected within thirty (30) days after Zoidii’s receipt of Customer’s written notice describing it, Customer may terminate the Agreement and receive a pro-rated refund of any prepaid, unused Fees.
DISCLAIMER
EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
ARTIFICIAL INTELLIGENCE (AI) CHECKLIST GENERATOR DISCLAIMER
THE CHECKLIST CONTENT IS AUTOMATICALLY GENERATED BY AN AI SYSTEM AND SHOULD BE USED FOR INFORMATIONAL PURPOSES ONLY. WE CANNOT GUARANTEE THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THE INFORMATION PROVIDED. ANY ACTIONS TAKEN BASED ON THIS CONTENT ARE AT YOUR OWN RISK. WE RECOMMEND SEEKING QUALIFIED EXPERTISE OR CONDUCTING FURTHER RESEARCH TO VALIDATE AND SUPPLEMENT THE INFORMATION PROVIDED.
Mutual Indemnification
INDEMNIFICATION BY US
Zoidii will defend You against any claim, demand, suit, or proceeding brought by a third party alleging that Your use of the Service, when used in accordance with this Agreement and the Documentation, infringes or misappropriates that third party’s intellectual property rights (“IP Claim”). Zoidii will indemnify and hold You harmless from any damages, costs, and reasonable attorneys’ fees finally awarded against You (or payable under a settlement Zoidii approves) arising from the IP Claim.
1. Conditions. Zoidii’s obligations in this Section apply only if You: (i) promptly provide written notice of the IP Claim (a delay reduces Zoidii’s obligations only to the extent prejudiced); (ii) give Zoidii sole control of the defense and settlement; and (iii) provide reasonable cooperation at Zoidii’s expense. You may participate with Your own counsel at Your own cost. Zoidii will not settle any IP Claim in a way that imposes any admission of liability or non-monetary obligation on You without Your prior written consent (not to be unreasonably withheld).
2. Exclusions. Zoidii has no obligation for any IP Claim to the extent it arises from: (i) Customer Data or other content provided by You; (ii) combination of the Service with products, services, data, hardware, software, or materials not provided by Zoidii; (iii) modifications to the Service not made by Zoidii; (iv) use of the Service not in accordance with the Documentation or outside the scope of the rights granted; (v) any Third-Party Services or other third-party materials; (vi) any AI output; or (vii) any breach of this agreement.
3. Infringement Remedies. If the Service is, or in Zoidii’s opinion is likely to be, the subject of an IP Claim, Zoidii may, at its option and expense: (i) procure the right for You to continue using the Service; (ii) modify or replace the Service so that it is non-infringing while substantially equivalent in functionality; or (iii) if the foregoing are not commercially reasonable, terminate the affected Service and refund to You any prepaid, unused Fees for the terminated portion of the then-current Subscription Term.
INDEMNIFICATION BY YOU
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) use of the Site; (3) breach of these Terms of Use; (4) any breach of your representations and warranties set forth in these Terms of Use; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
Zoidii will defend You against any claim, demand, suit, or proceeding brought by a third party alleging that Your use of the Service, when used in accordance with this Agreement and the Documentation, infringes or misappropriates that third party’s intellectual property rights (“IP Claim”). Zoidii will indemnify and hold You harmless from any damages, costs, and reasonable attorneys’ fees finally awarded against You (or payable under a settlement Zoidii approves) arising from the IP Claim.
1. Conditions. Zoidii’s obligations in this Section apply only if You: (i) promptly provide written notice of the IP Claim (a delay reduces Zoidii’s obligations only to the extent prejudiced); (ii) give Zoidii sole control of the defense and settlement; and (iii) provide reasonable cooperation at Zoidii’s expense. You may participate with Your own counsel at Your own cost. Zoidii will not settle any IP Claim in a way that imposes any admission of liability or non-monetary obligation on You without Your prior written consent (not to be unreasonably withheld).
2. Exclusions. Zoidii has no obligation for any IP Claim to the extent it arises from: (i) Customer Data or other content provided by You; (ii) combination of the Service with products, services, data, hardware, software, or materials not provided by Zoidii; (iii) modifications to the Service not made by Zoidii; (iv) use of the Service not in accordance with the Documentation or outside the scope of the rights granted; (v) any Third-Party Services or other third-party materials; (vi) any AI output; or (vii) any breach of this agreement.
3. Infringement Remedies. If the Service is, or in Zoidii’s opinion is likely to be, the subject of an IP Claim, Zoidii may, at its option and expense: (i) procure the right for You to continue using the Service; (ii) modify or replace the Service so that it is non-infringing while substantially equivalent in functionality; or (iii) if the foregoing are not commercially reasonable, terminate the affected Service and refund to You any prepaid, unused Fees for the terminated portion of the then-current Subscription Term.
INDEMNIFICATION BY YOU
You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) your Contributions; (2) use of the Site; (3) breach of these Terms of Use; (4) any breach of your representations and warranties set forth in these Terms of Use; (5) your violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any overt harmful act toward any other user of the Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
Limitations of Liability
IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
USER DATA
We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
USER DATA
We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.
Term & Termination
TERM
These Terms begin when You first access the Site or Service, create an account, or click to accept, and continue until Your account is closed or Your Subscription Term (if any) ends. Unless otherwise stated in the applicable Order Form, each Order Form will automatically renew for successive twelve (12) month periods (each, a “Renewal Term,” and the Initial Term and each Renewal Term, the “Services Term”), unless either party provides at least thirty (30) days’ prior written notice (email shall suffice) to the other party of its intent not to renew.
TERMINATION FOR CAUSE
You may cancel renewal at the end of the then-current Subscription Term as described in Your account or Order Form. If You terminate due to Zoidii’s material breach that remains uncured thirty (30) days after Zoidii receives Your written notice describing the breach, Zoidii will refund any prepaid, unused Fees for the terminated portion of the Subscription Term.
SUSPENSION OR TERMINATION BY US
Zoidii may suspend or terminate access (in whole or in part) immediately if: (i) You materially breach these Terms (including the Acceptable Use rules) and fail to cure within thirty (30) days of notice; (ii) You fail to pay Fees when due (after at least ten (10) days’ notice); (iii) Your use poses a security risk, may harm the Service or others, or may subject Zoidii to liability; or (iv) You use the Service in violation of law or third-party rights. Zoidii may also terminate for convenience on thirty (30) days’ notice, in which case Zoidii will refund any prepaid, unused Fees for the terminated portion of the Subscription Term.
EFFECT OF TERMINATION
Upon termination: (i) Your right to access the Service ends and Zoidii may disable Your account; (ii) You must stop using the Service and remove any software or credentials provided by Zoidii; and (iii) subject to Your account being in good standing, Zoidii will make Customer Data in its possession available for export in a reasonable, industry-standard format for thirty (30) days after the effective termination date, after which Zoidii may delete or de-identify it in accordance with its retention practices and applicable law (and any applicable data processing agreement).
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
SURVIVAL
Sections that by their nature should survive (including ownership, confidentiality, indemnities, disclaimers, limitations of liability, payment obligations accrued before termination, and this Survival clause) will survive termination or expiration of this agreement.
These Terms begin when You first access the Site or Service, create an account, or click to accept, and continue until Your account is closed or Your Subscription Term (if any) ends. Unless otherwise stated in the applicable Order Form, each Order Form will automatically renew for successive twelve (12) month periods (each, a “Renewal Term,” and the Initial Term and each Renewal Term, the “Services Term”), unless either party provides at least thirty (30) days’ prior written notice (email shall suffice) to the other party of its intent not to renew.
TERMINATION FOR CAUSE
You may cancel renewal at the end of the then-current Subscription Term as described in Your account or Order Form. If You terminate due to Zoidii’s material breach that remains uncured thirty (30) days after Zoidii receives Your written notice describing the breach, Zoidii will refund any prepaid, unused Fees for the terminated portion of the Subscription Term.
SUSPENSION OR TERMINATION BY US
Zoidii may suspend or terminate access (in whole or in part) immediately if: (i) You materially breach these Terms (including the Acceptable Use rules) and fail to cure within thirty (30) days of notice; (ii) You fail to pay Fees when due (after at least ten (10) days’ notice); (iii) Your use poses a security risk, may harm the Service or others, or may subject Zoidii to liability; or (iv) You use the Service in violation of law or third-party rights. Zoidii may also terminate for convenience on thirty (30) days’ notice, in which case Zoidii will refund any prepaid, unused Fees for the terminated portion of the Subscription Term.
EFFECT OF TERMINATION
Upon termination: (i) Your right to access the Service ends and Zoidii may disable Your account; (ii) You must stop using the Service and remove any software or credentials provided by Zoidii; and (iii) subject to Your account being in good standing, Zoidii will make Customer Data in its possession available for export in a reasonable, industry-standard format for thirty (30) days after the effective termination date, after which Zoidii may delete or de-identify it in accordance with its retention practices and applicable law (and any applicable data processing agreement).
If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
SURVIVAL
Sections that by their nature should survive (including ownership, confidentiality, indemnities, disclaimers, limitations of liability, payment obligations accrued before termination, and this Survival clause) will survive termination or expiration of this agreement.
NOTICES, GOVERNING LAW, AND DISPUTE RESOLUTION
GOVERNING LAW
These conditions are governed by and interpreted following the laws of Ireland, and the use of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. If your habitual residence is in the EU, and you are a consumer, you additionally possess the protection provided to you by obligatory provisions of the law of your country of residence. Zoidii and yourself both agree to submit to the non-exclusive jurisdiction of the courts of Dublin, which means that you may make a claim to defend your consumer protection rights in regards to these Conditions of Use in Ireland, or in the EU country in which you reside.
INFORMAL NEGOTIATIONS
To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Use (each a "Dispute" and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.
BINDING ARBITRATION
Any dispute arising from the relationships between the Parties to this contract shall be determined by one arbitrator who will be chosen in accordance with the Arbitration and Internal Rules of the European Court of Arbitration being part of the European Centre of Arbitration having its seat in Strasbourg, and which are in force at the time the application for arbitration is filed, and of which adoption of this clause constitutes acceptance. The seat of arbitration shall be Dublin, Ireland. The language of the proceedings shall be English. Applicable rules of substantive law shall be the law of Ireland.
RESTRICTIONS
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
EXCEPTIONS TO INFORMAL NEGOTIATIONS AND ARBITRATION
The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
These conditions are governed by and interpreted following the laws of Ireland, and the use of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. If your habitual residence is in the EU, and you are a consumer, you additionally possess the protection provided to you by obligatory provisions of the law of your country of residence. Zoidii and yourself both agree to submit to the non-exclusive jurisdiction of the courts of Dublin, which means that you may make a claim to defend your consumer protection rights in regards to these Conditions of Use in Ireland, or in the EU country in which you reside.
INFORMAL NEGOTIATIONS
To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Use (each a "Dispute" and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.
BINDING ARBITRATION
Any dispute arising from the relationships between the Parties to this contract shall be determined by one arbitrator who will be chosen in accordance with the Arbitration and Internal Rules of the European Court of Arbitration being part of the European Centre of Arbitration having its seat in Strasbourg, and which are in force at the time the application for arbitration is filed, and of which adoption of this clause constitutes acceptance. The seat of arbitration shall be Dublin, Ireland. The language of the proceedings shall be English. Applicable rules of substantive law shall be the law of Ireland.
RESTRICTIONS
The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.
EXCEPTIONS TO INFORMAL NEGOTIATIONS AND ARBITRATION
The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.
General Provisions
SITE MANAGEMENT
We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.
ASSIGNMENT
Neither party may assign or transfer this Agreement, in whole or in part, without the other party’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, either party may assign this Agreement without consent (i) to an Affiliate (provided the assigning party remains responsible for performance) or (ii) in connection with a merger, acquisition, change of control, or sale of all or substantially all of its assets or voting securities. Any prohibited assignment is void. This Agreement binds and inures to the benefit of the parties and their permitted successors and assigns.
PRIVACY POLICY
We care about data privacy and security. Please review our Privacy Policy. By using the Site, you agree to be bound by our Privacy Policy, which is incorporated into these Terms of Use. Please be advised the Site is hosted in the United States. If you access the Site from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Site, you are transferring your data to the United States, and you agree to have your data transferred to and processed in the United States.
MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site.
We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.
CORRECTIONS
There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.
ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
U.S. GOVERNMENT RIGHTS
Our services are “commercial items” as defined in Federal Acquisition Regulation (“FAR”) 2.101. If our services are acquired by or on behalf of any agency not within the Department of Defense (“DOD”), our services are subject to the terms of these Terms of Use in accordance with FAR 12.212 (for computer software) and FAR 12.211 (for technical data). If our services are acquired by or on behalf of any agency within the Department of Defense, our services are subject to the terms of these Terms of Use in accordance with Defense Federal Acquisition Regulation (“DFARS”) 227.7202 3. In addition, DFARS 252.227 7015 applies to technical data acquired by the DOD. This U.S. Government Rights clause is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses government rights in computer software or technical data under these Terms of Use.
CALIFORNIA USERS AND RESIDENTS
If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.
MISCELLANEOUS
These Terms of Use and any policies or operating rules posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Site. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.
We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.
ASSIGNMENT
Neither party may assign or transfer this Agreement, in whole or in part, without the other party’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed. Notwithstanding the foregoing, either party may assign this Agreement without consent (i) to an Affiliate (provided the assigning party remains responsible for performance) or (ii) in connection with a merger, acquisition, change of control, or sale of all or substantially all of its assets or voting securities. Any prohibited assignment is void. This Agreement binds and inures to the benefit of the parties and their permitted successors and assigns.
PRIVACY POLICY
We care about data privacy and security. Please review our Privacy Policy. By using the Site, you agree to be bound by our Privacy Policy, which is incorporated into these Terms of Use. Please be advised the Site is hosted in the United States. If you access the Site from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Site, you are transferring your data to the United States, and you agree to have your data transferred to and processed in the United States.
MODIFICATIONS AND INTERRUPTIONS
We reserve the right to change, modify, or remove the contents of the Site at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Site.
We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.
CORRECTIONS
There may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.
ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.
U.S. GOVERNMENT RIGHTS
Our services are “commercial items” as defined in Federal Acquisition Regulation (“FAR”) 2.101. If our services are acquired by or on behalf of any agency not within the Department of Defense (“DOD”), our services are subject to the terms of these Terms of Use in accordance with FAR 12.212 (for computer software) and FAR 12.211 (for technical data). If our services are acquired by or on behalf of any agency within the Department of Defense, our services are subject to the terms of these Terms of Use in accordance with Defense Federal Acquisition Regulation (“DFARS”) 227.7202 3. In addition, DFARS 252.227 7015 applies to technical data acquired by the DOD. This U.S. Government Rights clause is in lieu of, and supersedes, any other FAR, DFARS, or other clause or provision that addresses government rights in computer software or technical data under these Terms of Use.
CALIFORNIA USERS AND RESIDENTS
If any complaint with us is not satisfactorily resolved, you can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.
MISCELLANEOUS
These Terms of Use and any policies or operating rules posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Site. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.
Zoidii Referral Program
The Zoidii Referral Program makes it easy to share Zoidii with your friends and colleagues and get rewarded at the same time. Every friend or colleague you refer who becomes a paying Zoidii customer, you will be eligible for an Amazon gift card. The amount of the Reward will be set out in the Email Invite and/or In-app Invite sent to the Registered Individuals, and it will be in the base currency of your CMMS Business Account.
1. Definitions:
• Customer means a customer who has signed up to the Zoidii Platform;
• Privacy Policy means Zoidii’s privacy policy available at https://zoidii.com/privacy
• Qualified Referral means when a Referred Customer:
1. enters into a Service Agreement (as defined in Zoidii’s Terms and Conditions) with Zoidii as a “Customer Company” within 6 months of your referral;
2. has not previously signed up to the Zoidii Platform or been in contact with Zoidii in the preceding 12 months from the date they clicked the Customer Referral Link, or otherwise exist in Zoidii’s sales database or sales records;
3. is not the Referrer or closely associated with the Referrer or an existing Zoidii Customer (as determined by Zoidii in its sole and exclusive discretion), notwithstanding the foregoing, Zoidii may disqualify any Referred Customer who might otherwise be a Qualified Referral in good faith, including where Zoidii determines that a Referred Customer as being suspicious, involved in activities which do not align with Zoidii’s values, or other reason determined by Zoidii.
2. The following Terms and Conditions apply to the Program:
1. You must use the referral form to refer friends and colleagues to Zoidii to be eligible for the reward. This is how we track referrals back to you
2. You acknowledge and agree that we may disclose your name to your referees as the referrer.
3. Your friends or colleagues who have been referred will receive one month free use of Zoidii when they register for a paid plan.
4. As the referrer, you will receive an Amazon gift card for each new customer you have referred who has registered for an annual subscription and been a paying customer for 30 days. A “new customer” must be a person or entity that is unrelated to the referrer.
5. Referral program rewards do not count for referrals that may have been made prior to the launch of the Program.
6. Referral accounts that are cancelled by Zoidii for any reason (non-compliance with Zoidii’s terms) will not be included in the Program.
7. Zoidii reserves the right to terminate a user’s involvement in the Program if Zoidii suspects that there is some abuse of the Program.
8. Zoidii may amend these terms and conditions from time to time and revised terms and conditions shall become effective immediately upon publishing.
9. Zoidii reserves the right to amend, suspend or cancel the Program at any time, at its sole discretion, and without notice to you. Continued participation in the Referral Program after any modification shall constitute consent to such modification.
10. Zoidii has complete discretion as to who it will do business with and on what terms, including whether to accept a Referred Customer as a Customer or whether to terminate a Referred Customer, and what to charge a Referred Customer.
11. Referrer agrees that it will comply with all applicable laws, ordinances, rules, regulations, orders, licensing and registration requirements, or other requirements of any governmental authority with jurisdiction over Referrer and the Program, including all federal, state, or other applicable laws governing: (i) marketing and affiliate marketing email, communications, and services, such as the CAN-SPAM Act of 2003 and other anti-spam laws; (ii) data privacy and security, such as the General Data Protection Regulation EU 2016/679 (“GDPR”) and other data protection laws; and (iii) anti-bribery and anti-corruption laws, such as the US Foreign Corrupt Practices Act (“FCPA”), the UK Bribery Act (the “UK Act”), the Singapore Prevention of Corruption Act (“PCA”), the Mexico General Law on the National Anti-Corruption System (“GLAR”), the Canadian Corruption of Foreign Officials Act (“CFPOA”), and all other applicable anti-corruption and anti-bribery laws. This Program is void where prohibited by law.
12. Each party will indemnify, hold harmless, and defend the other party (and its affiliates, directors, officers, employees, and agents) from and against (i) any and all third-party claims related to or arising out of the indemnifying party’s performance under these Terms, and (ii) any and all other claims for damages, injuries, attorneys’ fees, and other expenses caused by the indemnifying party’s gross negligence or wilful misconduct. The indemnity includes, but is not limited to, breach of confidentiality obligations, infringement of intellectual property rights, and violations of applicable law or regulation. The indemnifying party is not required to indemnify, however, to the extent the indemnity claim arises from any fault of the indemnified party or of a third party under the control of the indemnified party.
13. Neither party will be liable to the other for special, indirect, incidental, punitive, or exemplary losses, damages, or expenses including, but not limited to, claims for lost business profits or revenue, loss, interruption or unavailability of data, interruption of business operations, or the cost of the procurement of substitute goods or services. Notwithstanding anything stated in these Terms, in no event will either party’s aggregate liability under these Terms exceed the total fees paid by Zoidii to Referrer hereunder. This limitation of liability will not apply where, under the applicable law, statutory damages exceed the limitation of liability. In that instance, the indemnifying party will indemnify the indemnified party for any losses exceeding this limitation of liability section.
14. Except as otherwise expressly stated herein, all warranties, conditions, and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms.
15. Irish law governs these Terms. If any part of these Terms is found to be invalid or unenforceable, the remainder of these Terms will remain in full force and effect as if the unenforceable part did not exist.
16. Nothing in these Terms is intended to, or will be deemed to, establish any partnership or joint venture between the parties, make either party the agent of the other party, or authorize either party to make or enter into any commitments for or on behalf of the other party. These Terms are made for the benefit of the parties to it and (where applicable) their successors and permitted assigns, and is not intended to benefit, or be enforceable by or against, anyone else. These Terms constitute the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements, and understandings between them, whether written or oral, relating to its subject matter.
1. Definitions:
• Customer means a customer who has signed up to the Zoidii Platform;
• Privacy Policy means Zoidii’s privacy policy available at https://zoidii.com/privacy
• Qualified Referral means when a Referred Customer:
1. enters into a Service Agreement (as defined in Zoidii’s Terms and Conditions) with Zoidii as a “Customer Company” within 6 months of your referral;
2. has not previously signed up to the Zoidii Platform or been in contact with Zoidii in the preceding 12 months from the date they clicked the Customer Referral Link, or otherwise exist in Zoidii’s sales database or sales records;
3. is not the Referrer or closely associated with the Referrer or an existing Zoidii Customer (as determined by Zoidii in its sole and exclusive discretion), notwithstanding the foregoing, Zoidii may disqualify any Referred Customer who might otherwise be a Qualified Referral in good faith, including where Zoidii determines that a Referred Customer as being suspicious, involved in activities which do not align with Zoidii’s values, or other reason determined by Zoidii.
2. The following Terms and Conditions apply to the Program:
1. You must use the referral form to refer friends and colleagues to Zoidii to be eligible for the reward. This is how we track referrals back to you
2. You acknowledge and agree that we may disclose your name to your referees as the referrer.
3. Your friends or colleagues who have been referred will receive one month free use of Zoidii when they register for a paid plan.
4. As the referrer, you will receive an Amazon gift card for each new customer you have referred who has registered for an annual subscription and been a paying customer for 30 days. A “new customer” must be a person or entity that is unrelated to the referrer.
5. Referral program rewards do not count for referrals that may have been made prior to the launch of the Program.
6. Referral accounts that are cancelled by Zoidii for any reason (non-compliance with Zoidii’s terms) will not be included in the Program.
7. Zoidii reserves the right to terminate a user’s involvement in the Program if Zoidii suspects that there is some abuse of the Program.
8. Zoidii may amend these terms and conditions from time to time and revised terms and conditions shall become effective immediately upon publishing.
9. Zoidii reserves the right to amend, suspend or cancel the Program at any time, at its sole discretion, and without notice to you. Continued participation in the Referral Program after any modification shall constitute consent to such modification.
10. Zoidii has complete discretion as to who it will do business with and on what terms, including whether to accept a Referred Customer as a Customer or whether to terminate a Referred Customer, and what to charge a Referred Customer.
11. Referrer agrees that it will comply with all applicable laws, ordinances, rules, regulations, orders, licensing and registration requirements, or other requirements of any governmental authority with jurisdiction over Referrer and the Program, including all federal, state, or other applicable laws governing: (i) marketing and affiliate marketing email, communications, and services, such as the CAN-SPAM Act of 2003 and other anti-spam laws; (ii) data privacy and security, such as the General Data Protection Regulation EU 2016/679 (“GDPR”) and other data protection laws; and (iii) anti-bribery and anti-corruption laws, such as the US Foreign Corrupt Practices Act (“FCPA”), the UK Bribery Act (the “UK Act”), the Singapore Prevention of Corruption Act (“PCA”), the Mexico General Law on the National Anti-Corruption System (“GLAR”), the Canadian Corruption of Foreign Officials Act (“CFPOA”), and all other applicable anti-corruption and anti-bribery laws. This Program is void where prohibited by law.
12. Each party will indemnify, hold harmless, and defend the other party (and its affiliates, directors, officers, employees, and agents) from and against (i) any and all third-party claims related to or arising out of the indemnifying party’s performance under these Terms, and (ii) any and all other claims for damages, injuries, attorneys’ fees, and other expenses caused by the indemnifying party’s gross negligence or wilful misconduct. The indemnity includes, but is not limited to, breach of confidentiality obligations, infringement of intellectual property rights, and violations of applicable law or regulation. The indemnifying party is not required to indemnify, however, to the extent the indemnity claim arises from any fault of the indemnified party or of a third party under the control of the indemnified party.
13. Neither party will be liable to the other for special, indirect, incidental, punitive, or exemplary losses, damages, or expenses including, but not limited to, claims for lost business profits or revenue, loss, interruption or unavailability of data, interruption of business operations, or the cost of the procurement of substitute goods or services. Notwithstanding anything stated in these Terms, in no event will either party’s aggregate liability under these Terms exceed the total fees paid by Zoidii to Referrer hereunder. This limitation of liability will not apply where, under the applicable law, statutory damages exceed the limitation of liability. In that instance, the indemnifying party will indemnify the indemnified party for any losses exceeding this limitation of liability section.
14. Except as otherwise expressly stated herein, all warranties, conditions, and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms.
15. Irish law governs these Terms. If any part of these Terms is found to be invalid or unenforceable, the remainder of these Terms will remain in full force and effect as if the unenforceable part did not exist.
16. Nothing in these Terms is intended to, or will be deemed to, establish any partnership or joint venture between the parties, make either party the agent of the other party, or authorize either party to make or enter into any commitments for or on behalf of the other party. These Terms are made for the benefit of the parties to it and (where applicable) their successors and permitted assigns, and is not intended to benefit, or be enforceable by or against, anyone else. These Terms constitute the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements, and understandings between them, whether written or oral, relating to its subject matter.
Contact Us
In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at:
Zoidii Ltd.
6 Fern Road
Sandyford, Dublin,
D18 FP98
Ireland
Phone: +353 1 211 8944 or +353 89 602 2587
Email: admin@zoidii.com
Zoidii Ltd.
6 Fern Road
Sandyford, Dublin,
D18 FP98
Ireland
Phone: +353 1 211 8944 or +353 89 602 2587
Email: admin@zoidii.com