Terms of Service
Last updated at December 1, 2020
PLEASE READ THIS DOCUMENT CAREFULLY
1. 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
These Terms govern your use of ZenClass as well as any technology you download from us that references these Terms. These Terms include the Privacy Policy, 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.
1. 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
These Terms govern your use of ZenClass as well as any technology you download from us that references these Terms. These Terms include the Privacy Policy, 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.
11. Sharing Content
When 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:
12. Downloading Materials
When 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 Policy
Any 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 Indemnity
Except 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:
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 Suspension
This 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. Survival
The 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. Amendments
We 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. General
These 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: [email protected]
You 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.
When 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 Materials
When 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 Policy
Any 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 Indemnity
Except 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.
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 Suspension
This 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. Survival
The 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. Amendments
We 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. General
These 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: [email protected]
You 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.
