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Terms of service
Effective date: December 23rd, 2020
1. Definitions and interpretation
The meanings of capitalised terms used in these terms of service are set out below.
Terms & meaning
Billing Page - The billing page of the Website, currently located at zite.co/admin/billing.
Content - Has the meaning given in clause 6(a).
Data - Has the meaning given in clause 10(a).
Data Analytics - Has the meaning given in clause 10(b).
End User - Has the meaning given in clause 12.
Feedback - Has the meaning given in clause 11(b).
Free Plan - A plan under which you use the Zite Service but where you are not required to pay for that use.
Intellectual Property Rights - All industrial and intellectual property rights throughout the world, including all copyright and analogous rights, all rights in relation to inventions or discoveries (including patent rights), designs, registered and unregistered trade marks (including service marks), trade names, brand names, indications of source or appellations of origin, know-how, software, circuit layouts and all other rights throughout the world resulting from intellectual activity in the industrial, scientific or artistic fields.
Jurisdiction Specific Terms - The terms in clause 18.
Zite Content - Has the meaning given in clause 9(f).
Zite Service - The service, delivered by us through the Website (or by any other means from time to time, including an application), that allows you to create a Page.
Page - A personalised and easily-customizable page that houses your Content, including all the important links you want to share with your audience.
Paid Plan - A plan under which you use the Zite Service but where a fee is payable for use of the Zite Service (and under which you receive additional functionality).
We/our/us - Zite Pty Ltd.
The website located at www.zite.co
In these terms of service:
(a) headings in bold type are for convenience only and do not affect the interpretation of these terms of service;
(b) words of any gender include all genders;
(c) an expression referring to a person includes any company, partnership, joint venture, association, corporation or other body corporate and any governmental agency as well as an individual;
(d) a reference to any legislation, regulations, binding directions issued by government agencies, mandatory codes of conduct, or similar, includes all delegated instruments made under them and any amendments, consolidations, replacements or re-enactments of any of them;
(e) a reference to a day means the period of time commencing at midnight and ending 24 hours later;
(f) a reference to $ is to United States Dollars currency unless denominated otherwise; and
(g) specifying anything in these terms of service after the words “include” or “for example” or similar expressions does not limit what else is included.
(a) These are binding terms: By accessing or using the Zite Service:
(1) you agree to be bound by these terms of service. If you disagree with any part of these terms of service then you may not access the Zite Service; and
(2) you confirm that you can form a binding contract with us, that you accept these terms of service and that you agree to comply with them.
(c) Jurisdiction Specific Terms: If you access or use the Zite Service from a jurisdiction for which there are Jurisdiction Specific Terms, you also hereby agree to the specific terms applicable to each relevant jurisdiction and in the event of a conflict between the provisions of these terms of service and the Jurisdiction Specific Terms, the Jurisdiction Specific Terms will prevail to the extent of the inconsistency.
(d) You are the authorised representative of a business (if relevant): If you are accessing the Service on behalf of a business or entity then you represent and warrant that you are an authorised representative of the business or the entity with the authority to bind the entity to these terms of service, and that you agree to these terms of service on the entity’s behalf.
(e) Eligibility: You warrant that you are at least 18 years old and you are legally capable of entering into binding contracts. If you are under 18 years old, you must obtain the consent from your parent or guardian for you to use the Zite Service and they agree to be bound by these terms of service on your behalf.
(a) When a Free Plan starts and ends: A Free Plan will begin when these terms of service are accepted by you (or, if applicable, the date that your Paid Plan automatically converts to a Free Plan, as set out below) and will continue until you cancel on the Billing Page.
(b) When a Paid Plan starts and ends: A Paid Plan will begin when you have selected the relevant ‘Paid Plan’ option (including whether you are on a monthly or an annual billing cycle) and when these terms of service are accepted by you, and will continue until you cancel your Paid Plan on the Billing Page. Where you cancel your Paid Plan:
(1) your Paid Plan will continue until the end of the current billing cycle that applies to your Paid Plan; and
(2) at the end of that billing cycle, your Paid Plan will automatically convert to a Free Plan.
(c) Refunds on cancellation of Paid Plan: However, we do understand that sometimes your requirements may change. If you have selected a Paid Plan but then cancel the Paid Plan on the Billing Page within 72 hours after you have accepted these terms of service:
if your Paid Plan has a monthly billing cycle:
(A) we will provide you as soon as we can with a full refund of that month’s charges that you paid up front; and
(B) your Paid Plan will end at the time you cancel it and will automatically convert to a Free Plan; or
if your Paid Plan has an annual billing cycle:
(A) we will provide you as soon as we can with a refund of the equivalent of 11 months’ worth of the annual charges you paid up front; and
(B) your Paid Plan will end at the end of the calendar month in which you cancelled it and will automatically convert to a Free Plan.
(d) Account deletion: If you no longer want to use a Free Plan and would like your account deleted permanently, you can do this on your account page. You should note though that if you do this, you will not be able to reactivate your account and will not be able to retrieve any of the Content or information you have added.
(e) We can cancel or suspend your plan: Please note that these terms of service allow us to suspend or cancel your Free Plan or Paid Plan in certain circumstances (for example, see clause 16). Also, if we do not receive payment for your Paid Plan in accordance with clause 8, we reserve the right to cancel your Paid Plan.
4. Changes to the Terms and the Zite Service
(a) We can change these terms of service: We may change or replace these terms of service at any time if the change is necessary to reflect changed or added functionality of the Zite Service, for compliance with law, for reasonable commercial reasons, or otherwise to protect our legitimate interests.
(b) We may notify you of certain changes to the terms of service: If a change to these terms of service may have a material negative effect on you, we will use our best efforts to advise you of the change in advance (for example, by providing a notification on the Website), and we will aim to do so least 1 month prior to any new terms taking effect.
(c) You must check these terms of service for changes: It is your responsibility to check these terms of service from time to time for any changes. If you do not agree with any of the changes to these terms of service, it is your responsibility to stop using the Zite Service and/or cancel in accordance with clause 3.
(d) Your continued use deemed to be acceptance: Your continued use of the Zite Service will be deemed as your acceptance of any changes to these terms of service, as described above.
(e) We can change the Zite Service and functionality: You acknowledge that the Zite Service is constantly evolving, and we may change parts of the Zite Service and its functionality from time to time.
(a) You must create an account to use the Zite Service: To access or use our Zite Service, you must create an account with us. When you create this account you must provide accurate and up-to-date information. It is important that you maintain and update your details and any other information that you provide to us.
(b) You must maintain your password: You agree not to disclose your password to any third party, and you are responsible for safeguarding the password that you use. You will be fully responsible for activities that relate to your account or your password. You must notify us immediately upon becoming aware of any breach of security or unauthorised use of your account.
(c) You must choose an appropriate username: You may not use, as a username, the name of another person (for example, the name of well-known personalities or a name to which you have no connection), brand, or entity, a name that is not lawfully available for use, or a trade name that is subject to any rights of another person or entity, or a name that is offensive, vulgar, or obscene. In the event that issues arise over the use of particular usernames, for example where another person claims that your username appropriates their name, we will consider the circumstances reasonably and may require you to change your username (and we may then reassign your username). If we have asked you to do this and you refuse, we may suspend or cancel your user account. Importantly, and without impacting the above, we do not permit ‘domain squatting’ or ‘domain parking’ or similar, and we may reclaim and reallocate usernames that we reasonably believe have been created for these purposes. You can raise any concerns with us relating to usernames – see clause 16(b) for details.
(d) Your responsibilities regarding the use of your account: You must not use your user account or allow it to be used in a way which may (in our opinion) cause damage to or impair the Zite Service or our reputation, or infringe or violate any third party rights, or violate any applicable laws or regulations.
6. Your Content
(a) Your right to post Content: You may post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material to/on the Page that you create using the Zite Service (Content). You are responsible for the Content, including its legality, reliability, and appropriateness. Where any third party owns any of the Content, you are also responsible for ensuring that you have all rights (including any licences) needed to allow you to make available that Content on the Page and the Zite Service.
(b) You grant us a license to use and display your Content: By posting Content to the Zite Service, you grant us the right and license to use, publicly display and distribute such Content on and through the Zite Service and you confirm that you have all third party rights and licences necessary to post that Content. You retain any and all of your rights to any Content you submit, post or display on or through the Zite Service and you are responsible for protecting those rights. You agree that this license includes the right for us to make your Content available to other users of the Zite Service, who may also use your Content subject to these terms of service.
(c) Your responsibilities in posting Content: You agree that:
the Content is yours (you own it) or you have the right to use it and grant us the rights and licence as provided in these terms of service; and
the posting of your Content on or through the Zite Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person. Further, you agree that:
(A) the Content will not cause you or us to breach any law, regulation, rule, code or other legal obligation;
(B) the Content will not or could not be reasonably considered to be obscene, inappropriate, defamatory, disparaging, indecent, seditious, offensive, threatening, abusive, liable to incite racial hatred, discriminatory, blasphemous, in breach of confidence or in breach of privacy. In some circumstances, Content which in one country would not infringe the previous requirements could do so in another country (and we reserve the right to take whatever action we think necessary in such circumstances including removing Content or restricting access to the Zite Service);
(C) the Content will not be misleading or deceptive, be intended or designed to misinform, would be likely to misinform a reasonable person, and that you will not represent as fact something which is false;
(D) the Content will not be unsolicited, undisclosed or constitute unauthorised advertising or endorsements of any product;
(E) the Content does not contain software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software, hardware or telecommunications equipment; and
(F) the Content does not and is unlikely to bring us or the Zite Service into disrepute.
(d) Keeping records: You agree to keep all records necessary to establish that your Content does not violate any of the requirements of this clause 6 and make such records available upon our reasonable request.
(e) Our right to monitor and modify your Content: We are under no obligation to regularly monitor the accuracy or reliability of your Content incorporated into the Zite Service. We reserve the right to modify or remove any Content at any time.
(f) You accept risk of public disclosure: You acknowledge and agree that all Content you provide on the Zite Service will be publicly available information and you bear the risks involved with such public disclosures.
(g) We can use your Content to promote the Zite Service: We may choose to feature your Page and Content (but not your registered trademarks or personal information, unless you agree in writing) on our Website or otherwise to promote the Zite Service. You grant to us a royalty-free, worldwide, perpetual license to use such Content for such purposes.
7. Acceptable use
Your access to and use of the Zite Service is subject to these terms of service and all applicable laws and regulations. We are also committed to ensuring that the Zite Service is safe for all users and does not provide a platform for inappropriate Content or user behaviour. Where there is any genuine and reasonable allegation from a third party (including any law enforcement agency) that your conduct may have breached these terms of service, we reserve the right to cooperate with that third party.
With this in mind, you must not:
(a) access or use the Zite Service if you are not fully able and legally competent to agree to these terms of service;
(b) make unauthorised copies, modify, adapt, translate, reverse engineer, disassemble, decompile, extract information from or create any derivative worksof the Zite Service or any content included, including any files, tables or documentation (or any portion of these) or determine or attempt to determine any source code, algorithms, methods or techniques embodied by the Zite Service or any derivative works of the Zite Service (or authorise any other person to do so on your behalf);
(c) distribute, license, transfer, or sell, all or any part of any of the Zite Service or any derivative works thereof, except that you may re-sell the Zite Service to a limited class of persons if we have expressly given consent for such activity to you in writing (and, if we do give consent, we may also include conditions to such consent, which you must comply with);
(d) market, rent or lease the Zite Service for a fee or charge, or use the Zite Service to advertise or perform any commercial solicitation, except that you may market the Zite Service to a limited class of persons if we have expressly given consent for such activity to you in writing;
(e) use the Zite Service, without our express written consent, for any commercial or unauthorized purpose, including communicating or facilitating any commercial advertisement or solicitation or spamming;
(f) interfere with or attempt to interfere with the proper working of the Zite Service, disrupt the Website or any networks connected to the Zite Service, or bypass any measures we may use to prevent or restrict access to the Zite Service;
(g) incorporate the Zite Service or any portion of it into any other program or product, except as may be agreed separately with us in writing;
(h) use, or authorise others to use, automated scripts or other scraping tools to collect information from your Page, or the Zite Service, or otherwise interact with the Zite Service;
(i) impersonate any person or entity, or falsely state or otherwise misrepresent you or your affiliation with any person or entity, including giving the impression that any content you upload, post, transmit, distribute or otherwise make available comes from the Zite Service;
(j) intimidate or harass another person, or promote violence or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age on your Page, your account, or on or through any links on your Page;
(k) include any sexually explicit material (including pictures and language) on your Page itself or your account itself;
(l) use or attempt to use another’s account, service or system without authorisation from us, or create a false identity on the Zite Service;
(m) use the Zite Service in a manner that may create a conflict of interest or undermine the purposes of the Zite Service, such as trading reviews with other users or writing or soliciting fake reviews; or
(n) use the Zite Service to upload, transmit, distribute, store, or otherwise make available in any way:
files that contain viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful;
any information that in Zite’s opinion constitutes unsolicited or unauthorised advertising, solicitations, promotional materials, “junk mail”, “spam”, “multi-level marketing”, “chain letters”, “pyramid schemes”, or any prohibited form of solicitation;
any material which does or may infringe any copyright, trade mark or other intellectual property or privacy rights of any other person;
any material which is defamatory of any person, or obscene, offensive, hateful or inflammatory;
any material that would constitute, encourage or provide instructions for a criminal offence, dangerous activities or self-harm;
any material that is deliberately designed to provoke or antagonise people, especially trolling and bullying, or is intended to harass, harm, hurt, scare, distress, embarrass or upset people;
any material that contains a threat of any kind, including threats of physical violence;
any material that is racist or discriminatory, including discrimination on the basis of someone’s race, religion, age, gender, disability or sexuality;
any answers, responses, comments, opinions, analysis or recommendations that you are not properly licensed or otherwise qualified to provide; or
material that, in our sole judgment, is objectionable or which restricts or inhibits any other person from using the Zite Service, or which may expose us, the Zite Service or our users to any harm or liability of any type.
8. Fees and Payment – Paid Plans
(a) Paying your fees: You must pay to us the fees that you agreed to pay for a Paid Plan.
(b) How you will be billed: If you are on a Paid Plan, you will be billed in advance on a recurring and periodic basis, depending on your billing cycle. Billing cycles are set either on a monthly or annual basis, depending on the type of plan you select when opting for your Paid Plan.
(c) Paid Plans are automatically renewed: At the end of each billing cycle, your Paid Plan will automatically renew under these terms of service that exist as at the renewal date unless you or we have cancelled the Paid Plan under these terms of service.
(d) Payments must be made with accurate billing information: A valid payment method, including credit card, is required to process the payment for your Paid Plan. You will provide us with accurate and complete billing information including full name, address, state, zip code, and a valid payment method information. By submitting such payment information, you automatically authorize us to charge all fees incurred through your account to any such payment instruments.
(e) Electronic invoices in lieu of automatic billing: If automatic billing fails to occur for any reason, we will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing cycle as indicated on the invoice.
(f) Taxes: Unless otherwise stated, all fees are inclusive of transactional taxes (ie GST/VAT). You are responsible for paying all other (if any) external fees and taxes, including withholding taxes if they apply, associated with your use of the Zite Service wherever levied. We may collect geographic information from you for these purposes, and all geographic information that you provide to us (if any) must be accurate.
9. Intellectual property
(a) Our Intellectual Property Rights: All Intellectual Property Rights in the Zite Service, the Website, and their content (excluding your Content, but including the Zite Content), features and functionality are and will remain our (or our licensors’) exclusive property, and you will not challenge such ownership.
(b) No transfer of our Intellectual Property Rights to you: The Zite Service is protected by copyright, trade mark, and other laws of both US and foreign countries. Our trade marks and trade names and ‘get up’ may not be used in connection with any product or service without our prior written consent. Nothing in these terms of service constitutes a transfer of any Intellectual Property Rights from us to you.
(c) Your limited rights to use the Zite Service: You are permitted to use the Zite Service only as authorized by us (which includes use in accordance with these terms and conditions). As a user, you are granted a limited, non-exclusive, revocable, non-transferable right to use the Zite Service to create, display, use, play, and upload Content subject to these terms of service.
(d) How the Zite Service must not be used: You must not use the Zite Service in connection with a product or service that is not affiliated with us or in any way brings us into disrepute.
(e) Responsibility for material posted: Any opinions, advice, statements, services, offers, or other information or content expressed or made available by any other users are those of the respective authors or distributors and not of us.
(f) Your responsibilities in using Zite Content: If we provide you with any images, icons, video, graphics, or other content (Zite Content) for you to use in connection with the Zite Service, you must:
(1) only use such Zite Content on your Page and not anywhere else;
(2) comply with any reasonable written guidelines or terms, which may be the guidelines or terms of a third party, in relation to the Zite Content that we provide to you.
10. Privacy and data guardianship
(a) Our data, and guardianship of our data: All data (and any Intellectual Property Rights in data) that we or the Zite Service create or generate based on your use (or End Users’, or other users’ use) of the Zite Service or the Content (Data) will be owned by us and you will not dispute such ownership.
(b) We may provide you with Data: We may provide Data or visualisations of Data to you as part of the Zite Service (Data Analytics). We make no representations or warranties as to the accuracy or completeness of the Data Analytics, but we will try to make it as accurate and complete as we can.
(a) You must protect confidential information provided to you: If we share information about the Zite Service with you that is confidential, or that a reasonable person would consider is confidential, you must keep it confidential and use reasonable security measures to prevent unauthorised disclosure of or access to that information.
(b) Our responsibilities regarding Feedback: If you choose to contribute to the Zite Service by sending us any ideas for new products, services, features, modifications, enhancements, content, offerings, promotions, computer code, or any other materials (Feedback), then regardless of what your communication may say:
we have no obligation to review, consider, or implement your Feedback or to return to you all or part of any Feedback for any reason;
Feedback is provided on a non-confidential basis, and we are under no obligation to keep any Feedback you send confidential or to refrain from using or disclosing it any way; and
you irrevocably grant us a perpetual irrevocable transferable worldwide royalty free licence to reproduce, distribute, create derivative works of, modify, perform, communicate to the public, make available, display, and otherwise use and exploit the Feedback and derivatives thereof for any purpose and without restriction.
12. Your responsibility for end users
Your Page may have its own visitors and customers (End Users). The way in which the End Users use and interact with your Page and your Content (as distinct from our obligations to you in these terms of service in respect of the Zite Service itself) is your responsibility. This responsibility includes compliance with all laws and regulations in relation to End Users, and the supply of products and services (if any) to End Users.
(a) We are not liable for damages: You agree that we will not be liable for any damages suffered as a result of using the Zite Service, or copying, distributing, or downloading Content from the Zite Service.
(b) No liability for certain types of damage for breach of contract or tort: In no event will you or we be liable for any indirect, punitive, special, incidental or consequential damage (including loss of business, revenue, profits, use, privacy, data, goodwill or other economic advantage) however it arises, whether for breach of contract or in tort (including negligence), even if the relevant party has been previously advised of the possibility of such damage.
(c) You are responsible for your use of the Zite Service: You have sole responsibility for adequate security protection and backup of data, Content, and/or equipment used in connection with your usage of the Zite Service and will not make a claim against us for lost data, re-run time, inaccurate instruction, work delays or lost profits resulting from the use of the Zite Service. You must not assign or otherwise dispose of your account to any other person.
(d) Indemnity: You will indemnify us against any loss suffered by us that arises in connection with a breach by you of these terms of service (including clause 7), or a third party claim made against us in relation to your Content.
(e) Limitation of our liability to you: In no event will our liability to you under or in connection with these terms of service or the Zite Service exceed the greater of the fees actually paid by you to us at the time the liability purportedly arose, or [$100]. This limitation applies regardless of whether your claim against us is based on contract, negligence, other torts or otherwise.
(a) You use the Zite Service at your own risk: Your use of the Zite Service is at your sole risk. The Zite Service is provided on an "AS IS" and "AS AVAILABLE" basis. The Zite Service is provided without warranties of any kind, whether express or implied, including, but not limited to, up-time or availability, or implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance.
(b) We make no warranties about the Zite Service: We, our subsidiaries, affiliates and licensors do not warrant or represent that:
the Zite Service will function uninterrupted or securely, or be available at any particular time or location;
any errors or defects will be corrected;
the Zite Service is free of viruses or other harmful components; or
the results of using the Zite Service will meet your requirements.
(c) Extent of this disclaimer: This disclaimer of liability applies to any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft, or destruction or unauthorized access or, alteration of or use of record in connection with the use or operation of the Zite Service, whether for breach of contract, tortious behaviour, negligence or any other cause of action.
(d) We make no warranties about the content on the Zite Service: We make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the content contained on the Zite Service for any purpose. Any reliance you place on such information is therefore strictly at your own risk. We disclaim any express or implied warranty, representation, or guarantee as to the effectiveness or profitability of the Zite Service or that the operation of the Zite Service will be uninterrupted or error-free. We are not liable for the consequences of any interruptions or error in the Zite Service.
(e) We may provide access to third party services: We may at times include as part of or ancillary to the Zite Service access to specific functionality or other services which are provided by third parties (for example, a payment portal).
(f) We do not exclude the application of laws that cannot be excluded: These terms of service (including the above provisions of this clause 14) apply to the maximum extent permitted by law. Nothing in these terms of service is intended to exclude, restrict or modify rights which you may have under any law, which may not be excluded, restricted or modified by agreement. If these terms of service are governed by the US Consumer Law, our liability to you for failure to comply with a consumer guarantee in respect of any services is limited to the re-supply of the services or payment in lieu of such re-supply.
(g) Beta functionality: We may from time to time make certain functionality of the Zite Service available to you in beta (and this functionality will be marked as ‘beta’ or similar). We are still evaluating and testing such beta functionality and it may not be as reliable as our other parts of the Zite Service.
15. Third party services
(a) No endorsement of third party services: Unless we otherwise specifically state, we do not endorse (or make any warranties or representations in relation to) any third party product or service, and your use of that third party product or service may be subject to separate terms and conditions which you are responsible for reviewing and agreeing.
(b) Terms and conditions of third party services: You will comply with the terms and conditions that you have either separately agreed to comply with or that we make it clear to you that you must comply with of any third party service that you use in conjunction with the Zite Service.
(c) No refunds: We do not offer refunds for any amounts you have paid to a third party.
(d) Suspension or cancellation of account: If you do not agree with the third party terms and conditions, then we may suspend or cancel your user account or limit the relevant functionality.
16. Our rights to suspend etc. and issue resolution
(a) Our rights to suspend or cancel your account: If you do not comply with any of these terms of service (in particular, clauses 7 (Acceptable Use), and 9 (Intellectual Property)), we may suspend or cancel your user account or limit the functionality of the Zite Service that you have access to. Depending on what the non-compliance is, we may not use this right to suspend or cancel, but if there is repeat non-compliance on your account, or a material non-compliance, we are likely to.
(b) Your rights to approach us with any issues: If you have any issues with our decision under clause 16(a), with the performance of the Zite Service, or anything else in connection with these terms of service, please let us know by emailing us at [email protected] (Issue Notice). Once we receive an Issue Notice, you and we will use all reasonable endeavours to resolve the issue in good faith. Neither of us will bring any legal proceedings or take any formal or public action in connection with the issue until we have spent at least 1 month from the date of the Issue Notice trying to resolve the issue in good faith.
(b) Severability: If any provision of these terms of service is invalid under the law of any jurisdiction, then the provision is enforceable in that jurisdiction to the extent that it is not invalid, and the to the extent it is not valid then it will be severed from these terms of service and the remainder of these terms of service will continue to apply with such amendments as are strictly necessary to reflect the severance.
(c) Governing law: These terms of service are governed by the laws of United States of America. Both you and we submit to the exclusive jurisdiction of the courts of the state of New York.
(d) No waiver: Our failure to insist upon or enforce any provision of these terms of service will not be construed as a waiver of any provision or right.
18. Jurisdiction specific terms
Laws may apply to you or to us as a result of your specific location. If this is the case, and if those laws are inconsistent with any part of these terms, those laws will prevail to the extent of the inconsistency.