TERMS AND CONDITIONS
Please read these Terms and Conditions carefully, as they set out our and your legal rights and obligations in relation our Software as a Service (“SaaS”) platform (“Platform”) and services (collectively “Services”).
These Terms and Conditions are a binding contract between you and ZZGTECH LTD organized and existing under laws of England and Wales with its head office located at 2 Frederick Street London WC1X 0ND and with its tax no 324 8562 92 (“ZZGTech”). Your use of the Services in any way means that you agree to all of these Terms and Conditios, and these Terms and Conditions will remain in effect while you use the Services. Your use of or participation in certain Services may also be subject to additional policies, rules and/or conditions (“Additional Terms”), which are incorporated herein by reference, and you understand and agree that by using or participating in any such Services, you agree to also comply with these Additional Terms.
These Terms and Conditions cover important information about Services provided to you and any charges, taxes, and fees we bill you. These Terms and Conditions include information about future changes to these Terms and Conditions, automatic renewals and limitations of liability. Please note that your use of and access to our Services are subject to the following terms; if you do not agree to all of the following, you may not use or access the Services in any manner.
You may be required to sign up for an account, select a password and user name (“Platform User ID”), and provide us with certain information or data, such as your contact information. You promise to provide us with accurate, complete, and updated registration information about yourself. You may not select as your Platform User ID a name that you do not have the right to use, or another person’s name with the intent to impersonate that person. You may not transfer your account to anyone else without our prior written permission.
Additionally, you may be able to access certain parts or features of the Services by using your account credentials from other services (each, a “Third Party Account”), such as those offered by Google and Apple. By using the Services through a Third Party Account, you permit us to access certain information from such account for use by the Services. You are ultimately in control of how much information is accessible to us and may exercise such control by adjusting your privacy settings on your Third Party Account.
You represent and warrant that you are an individual of legal age to form a binding contract (or if not, you’ve received your parent’s or guardian’s permission to use the Services and have gotten your parent or guardian to agree to these Terms and Conditions on your behalf). If you’re agreeing to these Terms and Conditions on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms and Conditions on that organization’s or entity’s behalf and bind them to these Terms and Conditions (in which case, the references to “you” and “your” in these Terms and Conditions, except for in this sentence, refer to that organization or entity).
You will only use the Services for your own internal use, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all laws that apply to you. If your use of the Services is prohibited by applicable laws, then you aren’t authorized to use the Services. We can’t and won’t be responsible for your using the Services in a way that breaks the law.
You will not share your Platform User ID, account or password with anyone, and you must protect the security of your Platform User ID, account, password and any other access tools or credentials. You’re responsible for any activity associated with your Platform User ID and account.
As part of the Services, you may receive communications through the Services, including messages that the Platform sends you (for example, via email or SMS). When signing up for the Services, you will receive a welcome message and instructions on how to stop receiving messages. By signing up for the Services and providing us with your contact information (email, phone number etc.), you confirm that you want the Platform to send you information regarding your account or transactions with us, which may include the Platform using automated messaging technologies to reach you at the contact information you provided, and you agree to receive communications from Platform, and you represent and warrant that each person you register for the Services or for whom you provide contact information number has consented to receive communications from Platform. You agree to indemnify and hold ZZGTech harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to your breach of the foregoing.
You represent, warrant, and agree that you will not provide or contribute anything, including any Content (as that term is defined below), to the Services, or otherwise use or interact with the Services, in a manner that:
infringes or violates the intellectual property rights or any other rights of anyone else (including ZZGTech);
violates any law or regulation, including, without limitation, any applicable export control laws, privacy laws or any other purpose not reasonably intended by ZZGTech;
is dangerous, harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
jeopardizes the security of your Platform User ID, account or anyone else’s (such as allowing someone else to log in to the Services as you);
attempts, in any manner, to obtain the password, account, or other security information from any other user;
violates the security of any computer network, or cracks any passwords or security encryption codes;
runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
“crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
copies or stores any significant portion of the Content; or
decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.
A violation of any of the foregoing is grounds for termination of your right to use or access the Services.
The materials displayed or performed or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell, commercialize or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates someone else’s (including ZZGTech's) rights.
Subject to these Terms and Conditions, we grant each user of the Services a worldwide, non-exclusive, non-sublicensable and non-transferable license to use Content solely for purposes of using the Services. Use, reproduction, modification, distribution or storage of any Content for any purpose other than using the Services is expressly prohibited without prior written permission from us. You understand that ZZGTech owns the Services. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services. The Services may allow you to copy or download certain Content, but please remember that even where these functionalities exist, all the restrictions in this section still apply.
Any information or Content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such Content originated, and you access all such information and Content at your own risk, and we aren’t liable for any errors or omissions in that information or Content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.
You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it.
The Services may contain links or connections to third-party websites or services that are not owned or controlled by ZZGTech. When you access third-party websites or use third-party services, you accept that there are risks in doing so, and that ZZGTech is not responsible for such risks.
Your interactions with organizations and/or individuals found on or through the Services, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that ZZGTech shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.
If there is a dispute between participants on this site or Services, or between users and any third party, you agree that ZZGTech is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release ZZGTech, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services.
The Services may be free or we may charge a fee for using the Services. If you are using a free version of the Services, we will notify you before any Services you are then using begin carrying a fee, and if you wish to continue using such Services, you must pay all applicable fees for such Services. Note that if you elect to receive notifications/messages through the Services, data and message rates may apply. Any and all such charges, fees or costs are your sole responsibility. You should consult with your ZZGTech account to see what rates, charges, fees or costs may apply to your use of the Services.
Paid Services. Certain of our Services may be subject to payments now or in the future (the “Paid Services”). Please see our Paid Services page http://console.signalsight.io for a description of the current Paid Services. Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of these Terms and Conditions. For example, some Paid Services will charge a fee for using the Services through the Web Application and/or Mobile App linked to your specific device. You agree to comply with, and your license to use our Web/Mobile application is conditioned upon your compliance with, such App Store terms and conditions.
Billing. We use a third-party payment processor (the “Payment Processor”) to bill you through a payment account linked to your account on the Services (your “Billing Account”) for use of the Paid Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms and Conditions. By choosing to use Paid Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms, and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment.
Payment Method. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.
Recurring Billing. Some of the Paid Services may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT. TO TERMINATE YOUR AUTHORIZATION OR CHANGE YOUR PAYMENT METHOD, GO TO ACCOUNT SETTINGS http://console.signalsight.io.
Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT ACCOUNT SETTINGS http://console.signalsight.io. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE.
Change in Amount Authorized. If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of state sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle.
Auto-Renewal for Paid Services. The SaaS Term will commence when ZZGTech makes the SaaS available to you via the channels as contemplated, which shall be a service start date agreed to between you and ZZGTech. The SaaS Term shall continue in effect for a period of twelve (12) months for you with commitment, and for a period of one (1) month for you without commitment, unless earlier terminated as provided in these Terms and Conditions. Unless you opt out of auto-renewal, which can be done through your account setting http://console.signalsight.io , any Paid Services you have signed up for will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional rate. To change or resign your Paid Services at any time, go to account settings http://console.signalsight.io. If you terminate a Paid Service, you may use your subscription until the end of your then-current term, and your subscription will not be renewed after your then-current term expires. However, you will not be ELIGIBLE FOR A PRORATED REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAİD FOR THE THEN-CURRENT SUBSCRIPTION PERIOD. IF YOU DO NOT WANT TO CONTINUE TO BE CHARGED ON A RECURRING MONTHLY BASIS, YOU MUST CANCEL THE APPLICABLE PAID SERVICE THROUGH YOUR ACCOUNT SETTINGS http://console.signalsight.io OR TERMINATE YOUR SERVICES, OTHERWİSE THE PAYMENT REGARDING THE RELATED PERIOD IS AUTOMATICALLY CHARGED TO YOUR CREDIT CARD.
ACCOUNT BEFORE THE END OF THE RECURRING TERM. PAID SERVICES CANNOT BE TERMINATED BEFORE THE END OF THE PERIOD FOR WHICH YOU HAVE ALREADY PAID, AND EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS AND CONDITIONS, ZZGTECH WILL NOT REFUND ANY FEES THAT YOU HAVE ALREADY PAID.
Reaffirmation of Authorization. Your non-termination or continued use of a Paid Service reaffirms that we are authorized to charge your Payment Method for that Paid Service. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Paid Service.
Free Trials and Other Promotions. Any free trial or other promotion that provides access to a Paid Service must be used within the specified time of the trial. You must stop using a Paid Service before the end of the trial period in order to avoid being charged for that Paid Service. If you cancel prior to the end of the trial period and are inadvertently charged for a Paid Service, please contact us at [email protected].
You’re free to do that at any time by contacting us at [email protected] to understand how we treat information you provide to us after you have stopped using our Services.
ZZGTech is also free to terminate (or suspend access to) your use of the Services or your account for any reason in our discretion, including your breach of these Terms and Conditions. ZZGTech has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms and Conditions.
Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account.
If you have deleted your account by mistake, contact us immediately at [email protected] – we will try to help, but unfortunately, we can’t promise that we can recover or restore anything.
Provisions that, by their nature, should survive termination of these Terms and Conditions shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us, including without limitation the arbitration agreement.
What are the general terms and conditions while using the Services?
a) You shall always cooperate with the ZZGTech and provide the ZZGTech the support, information and documentation necessary for the provision of the Services hereunder.
b) You are responsible for administering and granting of rights to its users using a specific form in the SaaS. You are also responsible for ensuring that its users comply with these Term and Conditions with respect to use of the SaaS and related Services. You shall provide connectivity and security to the Internet for its location(s) for purposes of providing adequate access to the SaaS hosted at the ZZGTech hosting site.
c) ZZGTech shall not be responsible for the reliability or continued availability of the communications lines, or the corresponding security configurations, used by you in accessing the Internet to access the Services.
d) The Services will not be used by anyone other than you. If any third person other than those mentioned above uses the Services, such third person is required to enter into a new agreement with ZZGTech. If ZZGTech and such third person does not enter into a new agreement as mentioned above, this will be regarded as your violation of the intellectual property rights over the Services, which will result in the termination of your license.
e) In the event that you become aware of, or suspects, any unlawful or improper use of the Platform or the Services provided by ZZGTech, you shall notify ZZGTech thereof without delay.
f) If you suffer any damage as a result of your or a third party’s access to your websites or applications through the Services made available hereunder, or any other website or application by a link from a website or application of you, or your use or a third party’s use of the services offered by such other website, ZZGTech’s liability for such damages suffered by you will not exceed 100% of the total price agreed hereunder.
g) ZZGTech may limit the scope of, or fully suspend, the Services provided hereunder if so required under the applicable national or international legislation, or the policies or rules of any relevant messaging platform, despite any measure taken to prevent such requirement. In such event, ZZGTech will inform you in writing as soon as it becomes aware of such requirement and cooperate with you regarding any measure that you may take to prevent any damage that may arise as a result. In such event, you may terminate these Term and Conditions with cause, without being required to indemnify ZZGTech against any damage that it may incur as a result of such termination.
h) You are required to update any information that it provides to ZZGTech, whether or not over the Platform, as required for the performance of the Service hereunder.
i) In the event that any third party makes a claim, or takes a legal action, against ZZGTech regarding the violation of any intellectual property right, any unfair competition or any other unlawful action resulting from any action that you may take by using the Services, ZZGTech will notify such claim or legal action in writing to you and demand the removal of the relevant content from the Services. If it is not possible to remove the content in question and a final court judgment is taken to establish such violation, ZZGTech may remove suspend the Services and unilaterally terminate these Term and Conditions without being required to indemnify you against any damage that it may incur as a result. In the event that these Term and Conditions are terminated as mentioned above, ZZGTech will be entitled to the fees accrued before such termination.
j) If ZZGTech does not comply with, or perform, one or more of its obligations hereunder, or you receive any disputes or claim, or suffers any damage, in connection with the Services’ license, you will give a notice of default and require ZZGTech to perform such obligation within a reasonable time thereafter. In the event that ZZGTech does not duly perform its obligations hereunder, it will be required to indemnify you against any damage resulting therefrom, providing that ZZGTech’s liability will be limited to 100% of the total fees hereunder.
k) Regarding the integration of the Platform with Facebook Messenger, WhatsApp and other messaging platforms hereunder, ZZGTech is only required to provide the relevant application features to you. ZZGTech will not have any liability, in the event that you are prevented from accessing the relevant platforms for any reason.
l) When using the Platform in connection with Facebook Messenger, WhatsApp and other messaging platforms hereunder through the infrastructure to be provided by ZZGTech, you shall comply with the policies, rules and procedures applied by such platforms as well as the relevant governmental authorities.
m) ZZGTech may install software upgrades/releases of the SaaS which are generally made available to its other clients of the SaaS through the related Service, including patches and/or fixes, as they are made available at no charge during the SaaS Term. ZZGTech will determine and announce upgrades. ZZGTech shall use its best efforts to provide notice of upgrades and planned outages in advance.
n) ZZGTech will honour any request that you may make in writing for any update or upgrade, provided that it is agreed on the applicable commercial terms.
o) You shall comply business terms and policies of Facebook provided by the link: https://business.facebook.com/policies_center/. Any damage or penalty applied to ZZG due to breach of Facebook policies will be reflected to you payable in 15 days.
p) For the WhatsApp business account/number registered, you shall comply business solution terms and business terms provided by these links https://www.whatsapp.com/legal/business-solution-terms, https://www.whatsapp.com/legal/business-terms Any damage or penalty applied to ZZG due to breach of WhatsApp policies will be reflected to you payable in 15 days.
q) Either party is authorized to use or allow to use the other’s insignia, trademarks, logos, trade names and domain names only for reference purposes and limited with the scope of work in this Terms and Conditions.
r) Services available to be performed and all other kinds of content, data, document, and materials provided to you under here are supplied "as they are " and "as in their form", these do not contain any undertaking and warranty other than those explicitly stated under these Terms and Conditions. Other than those explicitly stated under here, ZZGTech does not grant covert warranty in terms of commercial activities, implicitly or explicitly, or does not grant any kind of warranty arising out of law or other manners such as merchantability, appropriateness for a certain purpose, customer satisfaction, right ownership or does not grant implicit or explicit warranty resulting from commercial performance, relations or usage.
s) ZZGTech will not be responsible or liable for any failure in the Services resulting from or attributable to (a) Your use of the Services not in accordance with these Terms and Conditions or any relevant documentation provided by ZZGTech, (b) failures in any telecommunications, network or other service or equipment outside of ZZGTech’s or its service providers’ facilities, (c) Your or any third party’s products, services, negligence, acts or omissions, (d) any force majeure or other cause beyond ZZGTech’s reasonable control, or (e) unauthorized access, breach of firewalls or other hacking by third parties. In particular, ZZGTech makes no representations or warranties and disclaims any and all liability with respect to any third-party products and services (collectively, “Third-Party Materials”) that ZZGTech acquires pursuant to or at the direction of you. You are solely responsible for deciding which Third-Party Materials it requires ZZGTech to purchase on its behalf, and you shall look solely to the manufacturer of such Third-Party Materials in the event of any defect in the material or workmanship of such Third-Party Materials. All such Third-Party Materials shall be delivered directly to you and at no time shall ZZGTech have possession of such Third-Party Materials.
t) You accept and declare that any data that it transfers to ZZGTech hereunder in connection with any identified or identifiable person (the “Personal Data”) complies, and has been acquired in accordance, with the General Data Protection Regulation (“GDPR”), California Consumer Privacy Act (“CCPA”), any and all secondary national and international legislation in force and applicable to you and ZZGTech, and the resolutions passed by the relevant institutions (hereinafter collectively referred to as the “PDP Legislation”); and that it has duly complied with its obligations toward the data subjects as required under the PDP Legislation including receiving the express consent of the persons concerned is obtained for the transfer of Personal Data abroad by ZZGTech when necessary within the scope of the Service, or ensuring one of the other conditions stipulated in the relevant legislation is fulfilled in order to transfer the personal data abroad. You hereby authorize ZZGTech to process the Personal Data for performing the Services. You irrevocably agree and undertake to comply with the PDP Legislation when performing the Services, fully indemnify ZZGTech against any damage that it may incur as a result of the Personal Data that you transfer to ZZGTech, inform its personnel and the personnel of its subcontractors, if any, regarding the requirements set forth herein, and inform ZZGTech without delay of any unauthorized access to the Personal Data transferred to ZZGTech.
Warranty Disclaimer. ZZGTech and its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns (ZZGTech and all such parties together, the “ZZGTech Parties”) make no representations or warranties concerning the Services, including without limitation regarding any Content contained in or accessed through the Services, and the ZZGTech Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services or any claims, actions, suits procedures, costs, expenses, damages or liabilities arising out of use of, or in any way related to your participation in, the Services. The ZZGTech Parties make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through or in connection with the Services. THE SERVICES AND CONTENT ARE PROVIDED BY ZZGTech (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE ZZGTECH PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) ONE-HUNDRED ($100) DOLLARS OR (II) THE AMOUNTS PAID AND/OR PAYABLE BY YOU TO ZZGTech IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.
Indemnity. You agree to indemnify and hold the ZZGTech Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).
Assignment. You may not assign, delegate or transfer these Terms and Conditions or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without ZZGTech 's prior written consent. We may transfer, assign, or delegate these Terms and Conditions and our rights and obligations without consent.
Disputes. These Terms and Conditions are governed by and will be construed under the Swiss law, without regard to the conflicts of laws provisions thereof. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms and Directions directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in Zurich, Switzerland pursuant to the rules of the International Chamber of Commerce. The language of the arbitration shall be English. The parties hereby agree and acknowledge that the arbitration award granted in accordance with this Article will be final, binding and conclusive upon the parties.
Infringement. Each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.
Severability. If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with ZZGTech .
Confidentiality. Any dispute or claims shall be strictly confidential between you and ZZGTech , and except for ZZGTech’s and your own representatives, will not be disclosed to any other person or entity.
Miscellaneous. You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that the ZZGTech may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms and Conditions are found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms and Conditions shall otherwise remain in full force and effect and enforceable. You and ZZGTech agree that these Terms and Conditions are the complete and exclusive statement of the mutual understanding between you and ZZGTech , and that these Terms and Conditions supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms and Conditions. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of ZZGTech , and you do not have any authority of any kind to bind ZZGTech in any respect whatsoever.
Except as expressly set forth in the sections above regarding the Apple Application and the arbitration agreement, you and ZZGTech agree there are no third-party beneficiaries intended under these Terms and Conditions.
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