11. Sharing ContentWhen you use ZenClass, any data, templates, information, content, video, images or other materials of any type (Materials) you enter remains confidential to you unless you choose to share any Materials with other Users.
When you choose to share content, including Materials that you upload, submit or otherwise transmit to or through the Service or the Site, or with us: you warrant that the Materials have not been misappropriated from or breach the intellectual property rights of any other person and that you have the rights to use and provide the Materials and to grant the licenses contained in this Section;
You are responsible for ensuring that the Materials and their use, meaning, effect and placement is not:
- unlawful, obscene, harmful, of bad taste, inappropriate and otherwise comply with the Acceptable Use Policy;
- in breach of any applicable law;
- confidential or infringes upon any third-party's intellectual property rights;
- defamatory or offensive;
- in breach of these Terms; or
- infected with viruses or any other computer code, files or programs that interrupt, destroy or limit the functionality of ZenClass.
12. Downloading MaterialsWhen downloading Materials, you are doing so at your own risk and understand that you are downloading content that has been developed by a third party, has not been validated in any way and is not specific to your requirements and should be not be relied upon in any way. It is your responsibility to modify any Materials to suit your own specific requirements. Professional advice from a qualified person should be obtained in order to make the Materials specific for your intended use.
13. Privacy PolicyAny information you supply to us when using the Service will be collected and used by us in accordance with our
Privacy Policy. We will present our
Privacy Policy to you and to others who may download Materials. To the extent that we are presenting the Privacy Policy in accordance with the EU General Data Protection Regulation 2016/679 ("GDPR"), we will do so as set out in Appendix 1
(Data Protection Compliance).14. Disclaimer, Limitation on Liability and IndemnityExcept as expressly stated in this Agreement, we do not make any representation or warranty (express or implied) in respect of ZenClass, any Materials or any other goods or services provided by us to you, including, without limitation, any implied warranty: (i) of merchantability; (ii) of fitness for a particular purpose; (iii) arising from a course of performance, course of dealing, or usage of trade; (iv) of non-infringement of third party rights; or (v) against hidden defects. ZenClass, and any Materials are provided on an "as is", "with all faults" and "as available" basis and without any further warranties of any kind. We make no warranty that operation of ZenClass or any Materials will be uninterrupted or error free or that all defects will be corrected.
Without limiting the above, you acknowledge that:
- you are using ZenClass at your own risk;
- ZenClass, or any available Materials on the content library, are not a substitute for professional advice;
- you are solely responsible for the use of ZenClass and agree that any published content training courses or lessons conducted using ZenClass are usually generic training courses that have been developed by a third-party and have not been validated and are not specific to your requirements. It is your responsibility to ensure any Materials are modified to meet your specific requirements, including obtaining professional advice, if applicable.;
- you have not relied on any representation in ordering ZenClass or any goods and services from us.
To the maximum extent permitted by law, we exclude completely all liability whatsoever for any claims, liability, loss or damage of any kind however caused (including negligence) arising out of or in connection with any goods or services provided by us including ZenClass and its access, use or performance, including, without limitation, we are not liable for: (a) misuse of ZenClass or any Materials; (b) use ZenClass or any Materials with third party data, software or hardware which is incompatible with ZenClass and/or not recommended by us; © reduced performance or non-availability of ZenClass or any Materials as a result of network connections; or (d) errors in ZenClass or any Materials resulting from your configuration or manipulation of ZenClass or any Materials, in each case not specifically recommended in writing by us.
Under no circumstances (including but not limited to any act or omission on our part) will we be liable for any loss or damages (including, without limitation, indirect, incidental, special or consequential or punitive damages and damages for loss of profits) whatsoever which result from any use, or any inability to use, ZenClass or any Materials.
To the maximum extent permitted by law, our liability for breach of any implied warranty or condition which cannot be excluded is limited at our option to supply of the good or service ordered by you again or paying for their resupply.
Notwithstanding the above, to the maximum extent permitted by law, in no event shall our aggregate liability for any claims arising out of or related to these Terms exceed the amount that you paid, if any, to us for access to or use of ZenClass during the twelve (12) months immediately prior to the event giving rise to such liability.
You agree to indemnify ZenClass Ltd and its related parties, officers, agents and employees (Indemnified Parties) in respect of any claim, action, damage, loss, liability, cost, charge, expense, outgoing or payment (including legal expenses (on a full indemnity basis) arising from or relating to: (i) your use of ZenClass or any Materials; (ii) a breach of these Terms by you; and (iii) your breach of any applicable law.
15. Termination and SuspensionThis Agreement is in effect for the Term, unless sooner terminated as permitted in these Terms. Either party may terminate this Agreement before the expiration of the Term if the other party materially breaches any of these Terms and does not cure the breach within thirty (30) days after written notice of the breach, or if the other party ceases to operate, declares bankruptcy, or becomes insolvent or otherwise unable to meet its financial obligations.
We may terminate this Agreement before the expiration of the Term if you are in material breach of these Terms more than two times during the Term notwithstanding any cure of such breaches or if you remain suspended at any time for non-payment of Fees for more than sixty days.
You may terminate this Agreement at any time with notice to the Company, but you will not be entitled to any credits or refunds as a result of convenience termination for prepaid but unused services or subscription Fees.
Except where an exclusive remedy may be specified in these Terms, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under these Terms, by law, or otherwise.
Except as set forth in this Section, once the Agreement terminates, then: (i) the rights and licenses granted by the Company to you will cease immediately (except as set forth in this Section); (ii) you (and your End Users) must cease all use of ZenClass and any third party Materials; (iii) you must pay to us any and all outstanding Fees for the Term; (iv) you are required to delete ZenClass and any third party Materials made available to you under this Agreement, including any Company confidential information from your systems as applicable (including any third party systems operated on your behalf) and, if requested by us, provide written certification to us that you have done so at our request; and (v) you undertake not to attempt to access ZenClass or any data stored in ZenClass, any third party Materials or the Site after the date of termination.
After termination we will provide you access to, Your Data, provided, generated, transmitted or displayed via ZenClass by you or End Users for sixty (60) days, after which we may delete Your Data by removing pointers to it on our active and replication servers and overwriting it over time.
If we become aware of a breach by you of these Terms, then we may specifically request that you suspend the applicable End User Account. If you fail to comply with our request to suspend an account, then we may do so. The duration of any suspension by us will be until the applicable End User has cured the breach which caused the suspension.
16. SurvivalThe following provisions will survive any termination or expiration of this Agreement: Sections ** ** 5 (Intellectual Property Rights), 8 (Billing and Payment), 11 (Sharing Content), 13 (Privacy Policy), 14 (Disclaimer, limitation on liability and indemnity), 15 (Termination and suspension), 18 (General) and any other Sections which by intent or meaning have validity beyond termination or expiration of this Agreement.
17. AmendmentsWe may update or modify these Terms from time to time, including any referenced policies and other documents. If a revision meaningfully reduces your rights, we will use reasonable efforts to notify you (by, for example, sending an email to the billing or technical contact you designate, posting on our Site, through your account, or in ZenClass itself). If we modify these Terms during the Term, the modified version will be effective upon your next renewal of the Term, as applicable. In this case, if you object to the updated Terms, as your exclusive remedy, you may choose not to renew, including cancelling any Terms set to auto-renew.
With respect to No-Charge Services, accepting the updated Terms is required for you to continue using the No-Charge Services. If you do not agree to the updated Terms after it becomes effective, you will no longer have a right to use No-Charge Services.
18. GeneralThese Terms are governed by the laws of Saint Petersburg, Russia and the parties agree to submit to the exclusive jurisdiction of the courts in Saint Petersburg, Russia.
If any provision of these Terms is held to be invalid, illegal, or unenforceable that provision shall be deemed omitted to the extent that it is invalid, illegal, or unenforceable and the remainder of the Terms shall be construed in a manner as to give greatest effect to the original intention of these Terms.
The waiver of any right or failure of either of us to exercise in any respect any right provided in these Terms in any instance shall not be deemed to be a waiver of such right in the future or a waiver of any right under these Terms.
Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, pandemic, act of war or terrorism, riot, labor condition, governmental action, and internet disturbance) that was beyond the party’s reasonable control (Force Majeure).
Your use of any website or software that is not provided by us to access or download ZenClass shall be governed by the terms and conditions applicable to that website or software. We are not responsible for any consequences resulting from the use of such website or software, including but not limited to any damage to your property, including your Device, or the transfer of any computer virus or similar malicious code, except to the extent such consequences are caused by ZenClass.
Any notices to you may either be posted on the Site or given in writing (which may be by email) to the address last notified by you. Any notices to us, and any questions, concerns or complaints relating to ZenClass shall be in writing and addressed to: ZenClass Ltd, office 1, 37P Telezhnaya Street, Saint Petersburg, 181 167, Russia or given by email to:
mail@zenclass.netYou agree to use your best endeavours to resolve any dispute arising out of or relating to these Terms, with us, prior to resorting to any external dispute resolution process. Please notify us in writing of any dispute you may have.
This Agreement, and any rights and licenses granted hereunder, must not be transferred or assigned by you without our prior express written consent. We may, without restriction, assign this Agreement and our rights and delegate our obligations hereunder to: (i) any of our affiliates or subsidiaries, or (ii) a third party participating in a merger, acquisition, sale of shares or assets, change of control, corporate reorganization or similar transaction in which the Company is participating.
In respect of the subject matter of the Terms, these Terms contain the entire understanding between the parties. Any previous oral and written communications, representations, warranties or commitments are superseded by the Terms and do not affect the interpretation or meaning of the Terms and each of the parties has relied entirely on its own enquiries before entering into the Terms.