PLEASE READ THIS DOCUMENT CAREFULLY1. Your Acceptance
Thank you for choosing to use ZenClass's LMS platform ( ZenClass ).
This agreement ( Agreement ) is between ZenClass Ltd ( Company, "us," "we," or "our" ) and the person or entity agreeing to these terms ( you ). If you are agreeing to this Agreement not as an individual but on behalf of your company, then "you" means your company, and you are binding your company to this Agreement.
By using or accessing ZenClass or clicking on the "I agree" button that is presented to you at the time of submitting your Order (refer to Section 7 (Account Registration), you agree to these terms and conditions of use (Terms).
If you do not agree with these Terms, do not click the "I agree" button and stop using and uninstall the Service immediately.2. Scope
, Acceptable Use Policy
and any other references to Company policies and attachments posted at ZenClass.net(Site) from time to time as though those policies were included in these Terms. If any of the provisions of any applicable Company policy conflict with these Terms, these Terms have priority, solely to the extent such Terms apply to ZenClass.3. No Charge Services
We may offer certain services to you at no charge, including trial use, and access to pre-release and beta products (No-Charge Services). Your use of No-Charge Services is subject to any additional terms that we may specify from time to time and is only permitted for the period designated by us. We may terminate your right to use No-Charge Services at any time and for any reason in our sole discretion, without liability to you. To the maximum extent permitted by applicable law, we disclaim all obligations or liabilities with respect to No-Charge Services, including any support and maintenance, warranty, and indemnity obligations. You may only use a free trial once. Creating duplicate accounts in order to receive multiple free trials is prohibited and will result in the immediate termination of any No-Charge Services, free trial or associated subscription(s) without notice.4. Subscription Service
Subject to these Terms, we shall make ZenClass available to users nominated by you (End Users) on a compatible computer, mobile telephone or handheld device (Device) owned or controlled by you or our End Users. All End Users must establish a named account on the ZenClass platform (End User Account). You may request an End User Account by: (i) notifying us in writing; or (ii) ordering End User Accounts via the Site.
The Terms of this Agreement shall also apply to any updates and upgrades subsequently provided by us to you for the use of ZenClass. The Company shall host ZenClass and may update the functionality, user interface, usability and other user documentation, training and educational information of, and relating to ZenClass from time to time in its sole discretion and in accordance with this Agreement as part of its ongoing mission to improve ZenClass and customers' use of the service.
Unless permitted by law or as otherwise expressly permitted in these Terms, you must not (nor may you authorise any third person to):
(i) rent, lease, distribute, license, sublicense, sell, transfer, assign, distribute or otherwise provide access to ZenClass to a third party;
(ii) reproduce, modify, adapt, create derivative works of, the Service;
(iiI) reverse engineer, disassemble, decompile, transfer, exchange or translate the Service or otherwise seek to obtain or derive the source code or API;
(iv) remove or tamper with any disclaimers or other legal notices;
(v) combine the whole or any part of ZenClass with any other software, data or material;
(vi) store or use any part of the data you do not own in an archival database or other searchable database. You must promptly notify us in writing of any breach of these conditions of use. If you are interested in reselling ZenClass, or incorporating it into your offering, please contact us at [email protected]
and we will get back to you.5. Intellectual Property Rights
"Your Data" means any data, content, images or videos you upload, post or otherwise make available on ZenClass. You retain all intellectual property rights in Your Data and you, not the Company, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and ownership or right to use Your Data. Company sponsors, members, directors, officers, employees, agents or representatives shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store Your Data. If your employer has rights to intellectual property you create, you have either i) received permission from your employer to post or make the content available, or ii) secured a waiver from your employer as to all rights in the content.
You agree that all intellectual property of any sort in or associated with ZenClass, including all code, libraries, programs, software, documentation, content (excluding Your Data), databases, systems, logos and trademarks are owned either directly by us or by our licensors. You are not authorised to use any of our intellectual property except as is expressly allowed under these Terms. Subject to these Terms you may modify a template, training course or lesson on ZenClass for the purposes of developing customizations and additional features of a template, training course or lesson. Any such modifications constitute "Your Modifications". Notwithstanding anything in these Terms to the contrary, the Company has no support, warranty, indemnification or other obligation or liability with respect to Your Modifications or their combination, interaction or use with ZenClass. You must indemnify, defend and hold us harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with any claim brought against us by a third party relating to Your Modifications (including but not limited to any representations or warranties you make about Your Modifications or ZenClass) or your breach of this Section. This indemnification obligation is subject to your receiving
(i) prompt written notice of such claim (but in any event notice in sufficient time for you to respond without prejudice);
(ii) the exclusive right to control and direct the investigation, defence, or settlement of such claim; and
(iii) all reasonably necessary cooperation of the Company at your expense.6.Data Protection
This Section shall only apply if and to the extent that: (i) the EU General Data Protection Regulation 2016/679 ("GDPR"); and/or (ii) the laws of other states and territories that create and regulate substantially similar concepts and legal principles as are contained in the GDPR apply to any of the data with which you use ZenClass and/or No Charge Services. If this Section applies, the provisions of Appendix 1 (Data Protection Compliance) and Appendix 2 (Data Processing Agreement) shall apply.7. Account Registration
You may need to register for an account in order to access or receive any services on ZenClass. Any registration information that you provide to us must be accurate, current and complete. You must also update your information so that we may send notices, statements and other information to you by email or through your account. You are responsible for all actions taken through your accounts.8. Billing and Payment
You agree to pay all Fees in accordance with your Order Form or Statement of Work (SOW). Unless otherwise specified in your Order Form or SOW, you will pay all amounts in the offered currency (as updated from time to time) . All amounts are non-refundable, non-cancellable and non-creditable.
Pricing for the Zenclass Platform is described on our pricing page (https://zenclass.net/terms/prices ).
Depending on the processing method, Zenclass may charge transaction fees. You agree to pay all fees and charges that are made to Your account and that You are solely responsible for payment of these fees and charges.
Paid plans are automatically charged at the beginning of each billing period. Unless You submit a cancellation request to us in writing via email ([email protected]
) or directly through Your account prior to the start of the billing period, Your plan will be charged upon the anniversary of its billing period. You agree that Zenclass may charge any recurring service to the credit card or debit card that you provide.
Should You not authorize payment or are otherwise not current on Your payments for Zenclass Services, Zenclass may restrict Your Platform access until Your account becomes current and paid in full.
Zenclass reserves the right to pursue fees owed using collection methods which may include charging other payment methods on file with Zenclass and/or retaining collection agencies or legal counsel.
Zenclass reserves the right to offer custom plans and pricing in addition to what is offered on the pricing page. Custom plans may also include custom billing and payment terms, including billing periods and renewals, that are different from our standard terms.
Where we issue an invoice for payment rather than direct debit, payment shall be due thirty (30) days after the invoice date and shall be considered overdue after such date.
We may enable other forms of payment by making them available on the Site. These other forms of payment may be subject to additional terms which you may have to accept prior using the additional forms of payment.
If you remain suspended for non-payment for more than sixty days, we may terminate this Agreement.
You are responsible for any duties, customs fees, or taxes (other than our income tax) associated with the sale of ZenClass, including any related penalties or interest ( Taxes ), and you will pay us for the services without any reduction for Taxes. If we are obligated to collect or pay Taxes, the Taxes will be invoiced to you, unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. If you are required by law to withhold any Taxes from payments to us, you must provide us with an official tax receipt or other appropriate documentation to support such payments.
You acknowledge that the terms of agreement with your respective telecommunications network provider ( Network Provider ) will continue to apply when using ZenClass, even when using our No-Charge Services. As a result, you may be charged by the Network Provider for access to network connection services for the duration of the connection while accessing ZenClass or any such third-party charges as they may arise. You accept responsibility for any such charges that arise.9. Your Obligations
You must use ZenClass in accordance with the Acceptable Use Policy
and any other policies posted on the Site.
You may specify one or more administrators who will have password protected rights to access administrative account(s) for the purposes of administering ZenClass (Admin Account(s)) and to administer all End Users permitted to use ZenClass and who have established an End User Account. You are responsible for: (a) maintaining the confidentiality of the password and Admin Account(s); (b) designating those individuals who are authorized to access the Admin Account(s); and (c) ensuring that all activities that occur in connection with the Admin Account(s) comply with these Terms. You agree that, unless we provide you with Programme Management services, our responsibilities do not extend to the internal management or administration of ZenClass for you and that we are merely a software provider.
Your administrators may have the ability to access, monitor, use, or disclose data available to End Users within the End User Accounts. You will obtain and maintain all required consents from End Users to allow:
(i) your access, monitoring, use and disclosure of this data and the Company providing you with the ability to do so and
(ii) the provision of ZenClass.10. Security
By using ZenClass, you acknowledge that it is your sole responsibility to ensure the confidentiality and security of any information transmitted from or stored on a Device for the purposes of ZenClass, for all transactions and other activities in the End User's name, whether authorized or unauthorized. You understand that use of ZenClass involves transmission of Your Data over networks that are not owned, operated or controlled by us, and we are not responsible for any of your data lost, altered, intercepted or stored across such networks. We cannot guarantee that our security procedures will be error-free, that transmissions of your data will always be secure or that unauthorized third parties will never be able to defeat our security measures or those of our third-party service providers.