Terms of Service for the Zept Website and Services (the “Agreement”)

Effective Date: November 7, 2017

Welcome to www.zept.ca and all related subdomains and other electronic platforms hosted by Zept (this “Site”). This Site is owned and operated by Zept Corporate name (“Zept” or “we”).

These Terms of Service govern your access to the Site. By visiting and using the Site, you agree to be bound by these Terms. Those that use the Services, or visit our Site, or are subjects of any other Services are referred to as End Users.

These Terms of Service also govern your license and use of our services and products (collectively referred to as the “Services”) as well as your access to the Site. By signing up for the Services, you agree to be bound by these Terms. Those that purchase the Services are deemed Customers. For purposes of clarification, those that purchase the Services for their own personal use are both Customers and End Users.

You refers to End Users, Customers, and any other individuals or entities that access or use the Site or the Services, all of whom are bound by the terms of this Agreement by their use or access.

If you have any questions about the Agreement, you may contact Zept at: 
info@zept.ca

Ineligible Persons. You may not use the Services and may not accept the Agreement if you are (a) a competitor of ours, as determined in our sole discretion, (b) not at least 13 years of age and of legal age or capacity to form a binding contract with Zept, or (c) a person barred from receiving the Services under the laws of Canada, the United States, or other countries including the country in which you are resident or from which you use the Services. Our Services are not directed to persons under 13.

1) User Account, Password, and Security

When you are using a Zept Service that requires a login, you are responsible for maintaining the confidentiality of the password and account that you receive from Zept, and you are fully responsible for all activities that occur under your password or account. You hereby agree to (a) immediately notify Zept of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. You are solely liable for any loss or damage arising from your failure to comply with this Section 1.

2) Prohibited Conduct

In connection with any use of the Sites or Services you represent and warrant that you shall:

a) not violate any laws;

b) not upload, download, post, email, reproduce, distribute or otherwise transmit any materials including but not limited to text, data, photos, graphics, etc. ("Content") that are unlawful, harmful, threatening, abusive, vulgar, harassing, defamatory, obscene, pornographic, indecent, inflammatory, libelous, tortuous, hateful, or racially, ethnically or otherwise objectionable, or invasive of another's (including without limitation Zept’s) rights, including but not limited to rights of celebrity, privacy, and intellectual property.

b) not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;

c) not upload, download, post, email, reproduce, distribute or transmit any Content that infringes any patent, trademark, trade secret, copyright, or other intellectual or proprietary right or moral right. By uploading or downloading any Content, you represent and warrant to Zept that you have the lawful right to upload, download, email, post, reproduce, distribute, and transmit that Content;

d) not upload, download, post, email, reproduce, distribute or transmit any: (i) Content that would constitute or encourage a criminal offense, violate the rights of any person, or that would otherwise create liability or violate any applicable local, state, national, or international law, (ii) unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, or any other form of solicitation; (iii) software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; (iv) false or misleading information;

e) not disrupt or interfere with the security of, attempt to access non-public areas of, or otherwise abuse the Site, or any services, system resources, accounts, servers, or networks connected to or accessible through the Site or affiliated or linked websites;

f) not disrupt or interfere with any other user's use of the Site or affiliated or linked websites;

g) disclose or share any of the materials or Services except to permitted End Users as explicitly provided in this Agreement.

You will not

(a) make any Service available to, or use any Service for the benefit of, anyone other than you or Users;

(b) sell, resell, license, or sublicense any Service to any third party without Our prior written consent;

(c) use a Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;

(d) use a Service to store or transmit Malicious Code where “Malicious Code” means code, files, scripts, agents, or programs intended to do harm, including, but not limited to, for example, viruses, worms, time bombs and Trojan horses;

(e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein;

(f) attempt to gain unauthorized access to any Service or its related systems or networks;

(g) permit direct or indirect access to or use of any Service in a way that circumvents a contractual usage limit;

(h) copy a Service or any part, feature, function or user interface thereof;

(i) frame or mirror any part of any Service, other than framing on your own intranets or otherwise for your own internal business purposes or as expressly permitted in the Documentation;

(j) access any Service in order to build a competitive product or service or for any other competitive purpose (such as monitoring the Services’ availability, performance, or functionality, or for any other benchmarking or competitive purposes);

(k) reverse engineer any materials used in the Services or portion thereof.

3) Right To Halt Wrongful Use.

Zept is entitled (but not obligated) to halt any use of any Services in breach of any of the provision of this Agreement or in violation of any applicable laws or regulation.

4) Free Trials; Beta Services.

Free trials are not purchases. Trials will end at the earlier of the trial period or your payment for the use of the services. The registration page may contain additional terms. We may, but are not obligated to, purge your data at the end of a trial unless you request your data within 30 days of the end of the trial or purchase a license. Beta services may end at any time as determined by us. We will have no liability for any harm or damage that you or any third party experiences arising out of or in connection with a Beta Service.

5) Our obligations to Customers.

(a) Services. For Customers, we will (a) make the Services available to Customers pursuant to this Agreement, (b) provide our standard support to Customers as set forth on our website or upgraded support if purchased, and (c) use commercially reasonable efforts to make the online Services available to Customers 24 hours a day, 7 days a week, except for: (i) planned downtime (we will try to give at least 8 hours electronic notice and schedule it during the weekend hours between 6:00 p.m. Friday and 3:00 a.m. Monday Mountain time), and (ii) any unavailability caused by circumstances beyond our reasonable control, including an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving our employees), internet service provider failure or delay, or non-Zept application.

(b) Your data. For Customers, we will maintain administrative, physical, and technical safeguards to protect the security, confidentiality and integrity of Your Data, as described in the Documentation and in our Privacy Policy located on the Site, as may be amended from time to time. Those safeguards will include measures for preventing access, use, modification, or disclosure of your data by our personnel except (a) to provide the Services and prevent or address service or technical problems, (b) as compelled by law, or (c) as you expressly permit in writing.

6) Representations and Warranties of Zept.

For Customers, we warrant that (a) We will not materially decrease the overall security of the Services during a subscription term, (b) the Services will perform materially in accordance with the applicable Documentation, (c) subject to Section 5.3 (Integration with Non-Zept Applications), we will not materially decrease the functionality of the Purchased Services during a Subscription Term, and (d) the Services will not introduce Malicious Code into Your systems. For any breach of an above warranty, your exclusive remedies, if available under the provisions below, are termination and a refund of pre-paid fees. “Documentation” means Zept’s online user guides, documentation, and help and training materials, as updated from time to time, accessible via help.Zept.io or login to the applicable Service.

7) Your Obligations.

(a) Obligations. You will (i) be responsible for End Users’ compliance with this Agreement, (ii) be responsible for the accuracy, quality and legality of your data and the means by which you acquired your data, (iii) use reasonable efforts to prevent unauthorized access to or use of Services, and notify Us promptly of any such unauthorized access or use, (iv) use Services only in accordance with the Documentation and applicable laws and government regulations, (v) comply with terms of service of non-Zept applications with which you use Services (including those developed by you), and (vi) comply with any applicable Zept policies, including our privacy policy and External-Facing Service Policy.

(b) Usage Limits. Services may be subject to usage limits, as may be set fort on the Site. The User shall ensure that violations are only issued at locations that have been licensed by Zept and are listed at the site in the preceding sentence. If you exceed a contractual usage limit, we may (but are not obligated to) work with you to seek to reduce your usage so that it conforms to the limit. “User” means an individual who is authorized by you to use a Service, for whom you have ordered the Service, and to whom you (or we at your request) have supplied a user identification and password. Users may include, for example, your employees, consultants, contractors and agents, and third parties with whom you transact business.

8) Representations and Warranties of Customer.

Customer represents and warrants that a) it will not, under this Agreement, collect or transmit any personal data as defined by applicable laws; b) it will follow best practices in securing all data related to this Agreement; c) it will get proper consents and provide proper notices to all End Users or other subjects as required by applicable law or as necessary under industry best practices; d) it will ensure that all End Users or other subjects review, agree to, and comply with the terms of this Agreement particularly if they access the Services in a manner other than the Site; e) it will ensure that the administration and use of all Services comply with all applicable laws; and f) it will ensure that no End Users are under 13 years of age. In addition to any other remedies available to us, we may remove any data that violates applicable law or the rights of a third party.

9) Copyright Violations

If you are a copyright holder and believe that your copyrighted content has been copied in a way that constitutes copyright infringement, please promptly notify Zept's Copyright agent, and provide the following information:

i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest;

ii) a description of the copyrighted work claimed to have been infringed;

iii) a description of where the claimed infringing Content is located on our Site and details about any claimed infringing use of your copyrighted materials;

iv) your address, telephone number, and email address;

v) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

vi) a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are authorized to act on behalf of the owner of the copyright interest involved.

For purposes of this Copyright Violations section, “you” refers to any individual or entity.

Zept's Copyright Agent can be reached at: jon@zept.ca

10) Indemnity

Indemnification by You. You agree to defend, indemnify, and hold Zept harmless from all judgments, awards, losses, liabilities, costs and expenses, including but not limited to reasonable attorney's fees, expert witness fees, and costs of litigation arising out of or based on (a) your use of the Site or Services or any combination of the foregoing, (b) your violation of this Agreement; (c) your violation of any rights of a third person (including without limitation privacy or non-discrimination rights) or any applicable law, rule, or regulation. If you are a Customer, you also agree to defend, indemnify, and hold Zept and Zept's officers, directors, employees, and agents harmless from all judgments, awards, losses, liabilities, costs and expenses, including but not limited to reasonable attorney's fees, expert witness fees, and costs of litigation arising out of or based on any claims by (x) your End Users or Users or (y) any other individual or entity that gains access to the Site or Services through you.

Indemnification by Us. If you are a Customer, we will defend you against any claim, demand, suit or proceeding made or brought against You by a third party alleging that your use of the Service in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify you from any damages, attorney fees, and actual costs finally awarded against you as a result of a Claim Against You on the condition that you (a) promptly give us written notice of the Claim Against You, (b) give us sole control of the defense and settlement of the Claim Against You, and (c) give us all reasonable assistance, at our expense. If we receive information about an infringement or misappropriation claim related to the Service, we may in our discretion and at no cost to you (i) modify the Service so that it no longer infringes or misappropriates, without breaching our warranties, (ii) obtain a license for your continued use of that Service in accordance with this Agreement, or (iii) terminate your subscriptions for that Service upon 30 days’ written notice and refund you any prepaid fees covering the remainder of the term of the terminated subscriptions. Our indemnification obligations do not apply to the extent a Claim Against You arises from a non-Zept application, your breach of this Agreement, a modification of the Services, a combination of the Service with any other services, products, or processes, use of the Service in a manner that is not expressly authorized under this Agreement or that violates the law or the Documentation.

11) No Resale or Reuse; Proprietary Rights

Limitations on Use. You agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any portion of the Site, use of the Site, Services, or access to the Site without Zept's express written consent.

Licenses from Us. While you are granted a limited license to use the Site and Services provided that you have paid for the applicable use and otherwise are in compliance with this Agreement, any other rights and licenses are expressly retained by Zept and the rights holders and no implied licenses are granted.

Licenses from You. You grant us a worldwide, limited-term license to host, copy, transmit, and display your data, and any non-Zept applications and program code created by or for you using a Service, as necessary for us to provide the Services in accordance with this Agreement. You grant us a sublicenseable, worldwide, perpetual, irrevocable, royalty-free license to any suggestion, enhancement request, recommendation, correction or other feedback provided by you or End Users or Users.

12) Fees and Payment for Purchased Services

a) Fees. You will pay all fees specified on the Site. Except as otherwise specified herein or on the Site, (i) fees are based on Services purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable (except as provided in the termination and indemnity provisions), and (iii) quantities purchased cannot be decreased during the relevant subscription term. Invoices are due upon receipt and may be paid by credit card, cheque or EFT/wire transfer.

b) Invoicing and Payment. You will provide Us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to us. If you provide credit card information, you authorize us to charge such credit card for all purchased Services listed for the initial subscription term and any renewals. Such charges will be made in advance, in accordance with the billing frequency stated on the Site. Unless otherwise stated, invoiced charges are due 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifying us of any changes to such information.

c) Overdue Charges. If any invoiced amount is not received by us by the due date, then without limiting our rights or remedies, (a) those charges may accrue interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and (b) we may condition future subscription renewals on shorter payment terms.

d) Suspension of Service and Acceleration. If your payment is 30 days overdue (or 10 or more days overdue if credit card payment was authorized), we may, without limiting our other rights and remedies, accelerate your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services until such amounts are paid in full. We will give you at least 10 days’ prior notice that Your account is overdue before suspending Services.

e) Taxes. Our fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchases. If we have the legal obligation to pay or collect Taxes for which you are responsible, we will invoice you and you will pay that amount unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, we are solely responsible for taxes assessable for our income, property and employees.

f) Future Functionality. Your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by us regarding future functionality or features. Pricing can change upon advance notice.

13) Termination

(a) Zept May Terminate. If you or your End Users breach this Agreement or Zept determines in its sole discretion that it is no longer commercially reasonable to offer you the Services, it may terminate this Agreement and terminate your password, account (or any part thereof) or use of the Site, and remove and discard any Content you may have contributed to the Site. If termination is based on a reason other than your breach, Zept will refund any prepaid fees for periods in which the Services will not be available.

(b) Termination Effective Without Advance Notice. If necessary to avoid legal violations, to comply with applicable law, or to avoid harm to any person or property, Zept may terminate your access to the Site without prior notice and Zept may immediately deactivate or delete your account and all related information and files in your account and/or may bar any further access to such files on the Site in its sole discretion. Further, you agree that Zept will not be liable to you or any third-person for any such termination of your access to the Site.

(c) Survival. In the event of a termination of this Agreement, your obligations and liabilities under this Agreement will survive as applicable.

(d) Data Portability and Deletion. Upon request by you made within 30 days after termination or expiration of this Agreement or the subscription term, we will make your data available to you for export or download as provided in the Documentation. After that 30-day period, we will have no obligation to maintain or provide your data and may delete it, unless legally prohibited.

(e) Your Recourse. Should you object to any terms and conditions of the Agreement or become dissatisfied with the Site or Services in any way, your only recourse is to immediately discontinue your use of the Site or Services and terminate your account. If we materially breach this Agreement and you terminate as a result, Zept will refund any prepaid fees for periods in which the Services will not be provided.

14) Third Parties: Links and Apps

Under certain circumstances the Site may provide, or third parties may provide, links to other websites or resources such as apps or services (or you may develop your own apps or services to use with our Services). Zept is not responsible for the availability of such sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. Zept is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such application, content, goods, or services available on or through any such site or resource. If you install or enable a third party app or service to access your data stored with us, you grant us all rights and licenses needed for us to allow such access.

15) DISCLAIMER OF WARRANTIES; WAIVER OF CERTAIN LIABILITIES; LIMITATION OF LIABILITY

ACCESS TO THE SERVICES AND THE INFORMATION AND CONTENT CONTAINED ON THE SITE IS PROVIDED “AS IS” AND “AS AVAILABLE” AND ZEPT HEREBY EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY, AND TITLE. ZEPT DOES NOT WARRANT THAT THE SERVICES AND THE SITE WILL BE UNINTERRUPTED, ERROR FREE, OR WITHOUT BREACHES OF SECURITY, AND YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR ANY AND ALL ACTS OR OMISSIONS TAKEN OR MADE IN RELIANCE ON ZEPT SERVICES OR THE INFORMATION IN THE SERVICES OR SITE, INCLUDING INACCURATE OR INCOMPLETE INFORMATION, LOSS OF DATA FROM DELAYS, NONDELIVERIES OF CONTENT OR EMAIL, ERRORS, SYSTEM DOWN TIME, MISDELIVERIES OF CONTENT OR EMAIL, NETWORK OR SYSTEM OUTAGES, FILE CORRUPTION, OR SERVICE INTERRUPTIONS. ZEPT EXPRESSLY DISCLAIMS ANY LIABILITY WITH RESPECT TO ANY INJURY CAUSED BY ANY END USER, OR ANY DAMAGE SUFFERED BY ANY END USER, AS A RESULT OF THE ACTIONS OR INACTIONS OF ANY OTHER END USER. IF YOU ARE DISSATISFIED WITH THE SERVICES, THE SITE, OR ANY CONTENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING AND ACCESSING ZEPT SERVICES AND THE SITE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO IN THESE JURISDICTIONS THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY.

YOU ACKNOWLEDGE THAT ZEPT DOES NOT CONTROL IN ANY RESPECT ANY INFORMATION OR SERVICES OFFERED BY THIRD PARTIES THROUGH ZEPT. EXCEPT AS OTHERWISE AGREED IN WRITING, ZEPT AND ITS AFFILIATES ASSUME NO RESPONSIBILITY FOR AND MAKE NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY, OR USEFULNESS OF CONTENT OR SERVICES DISTRIBUTED OR MADE AVAILABLE BY THIRD PARTIES THROUGH THE SITE.

Risks You Assume

WITHOUT LIMITING ANY OF THE OTHER RISKS ZEPT HAS DISCLOSED TO YOU IN THIS AGREEMENT, YOU ARE SOLELY RESPONSIBLE FOR YOUR USE OF THE SERVICES AND THE SITE, INCLUDING ANY CONTENT YOU SUBMIT OR ANY INVENTORIES YOU USE, AND YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE AND ACCESS TO THE SERVICES, THE SITE, AND THE INFORMATION AND CONTENT CONTAINED IN EITHER OF THE FOREGOING, AND ANY SITES LINKED THROUGH THE SERVICES AND ANY DATA TRANSMITTED THROUGH THE SERVICES IS AT YOUR SOLE RISK. ACCORDINGLY, ZEPT, ANY OF ITS SUBSIDIARIES OR AFFILIATES, ITS RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARTNERS, AND LICENSORS (COLLECTIVELY, THE “ZEPT ENTITIES”) DO NOT ASSUME ANY LIABILITY TO YOU FOR OR RELATING TO ANY OF YOUR ACTIONS, INCLUDING THE PUBLICATION OF ANY CONTENT YOU SUBMIT OR ZEPT’S EXERCISE OF THE RIGHTS YOU GRANT TO ZEPT.

Limitation of Liability

IN NO EVENT SHALL THE ZEPT ENTITIES BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUES, LOSS OF USE, LOSS OF GOODWILL OR LOSS OF INFORMATION, HOWEVER CAUSED AND WHETHER BASED ON CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, EVEN IF THE ZEPT ENTITY HAS BEEN APPRISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING IN THESE TERMS TO THE CONTRARY, ZEPT ENTITIES’ TOTAL AGGREGATE LIABILITY IN RESPECT OF ANY CLAIM OR ACTION YOU MAY BRING AGAINST ZEPT OR ANY OF THE ZEPT ENTITIES, REGARDLESS OF FORM OF ACTION OR THEORY OF LIABILITY, SHALL BE LIMITED TO THE GREATER OF (1) ONE HUNDRED UNITED STATES DOLLARS (US$100), AND (2) THE AGGREGATE FEES ACTUALLY PAID BY YOU (OR THE APPLICABLE CUSTOMER ON YOUR BEHALF) TO ZEPT FOR THE 6 MONTH PERIOD PRECEDING THE EVENT FIRST GIVING RISE TO SUCH CLAIM OR ACTION.

IN THE CASE OF A JURISDICTION THAT RESTRICTS LIMITATION CLAUSES, THIS LIMITATION SHALL BE APPLIED TO THE GREATEST EXTENT PERMITTED BY LAW. NOTHING IN THESE TERMS OF USE IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE THAT MAY NOT BE LAWFULLY TERMINATED.

16) General Provisions

(a) Severability. If any provision of this Agreement is invalid, illegal, or unenforceable under any applicable statute or rule of law, such provision shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision and the remaining provisions of this Agreement shall in no way be affected or impaired.

(b) Applicable Law. These terms and conditions shall be governed by and construed in accordance with the laws of the province of Alberta (without resort to its conflict of law provisions) and the controlling federal laws of Canada. You agree that any action at law or in equity arising out of or relating to this Agreement or the Services shall be filed only in courts of Edmonton, Alberta, Canada and you hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any such suit, action, or proceeding.

(c) Headings. The headings are for navigational purposes only and shall not be deemed to constitute terms of this Agreement.

(d) Entire Agreement. This Agreement is the parties’ entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject. Any amendment must be in writing signed (including by electronic signature) by both parties and expressly state that it is amending this Agreement.

(e) Definitions. Including means including without limited to. Your data means electronic data and information submitted by or for you to the Services or collected and processed by or for You using the Services, but excludes in both cases any data submitted to or processed by non-Zept applications.

(e) No Assignment. You may not assign this Agreement and any attempt to do so will be void.