1. INTRODUCTION

Zegami Limited (company number 09853507) (Zegami / we / our / us) operates the Website and the Zegami solution and any software, applications, computer programs products, codes, printed materials and online documentation provided by Zegami (Zegami Solution).

Our registered office at Oxford Sciences Innovation – Grassroots, 46 Woodstock Road, Oxford, OX2 6HT. Our VAT number is 234314243. To contact us, please email contact@zegami.com.

We recommend that you print a copy of these terms of use for future reference as they govern your use of the Website and/or the Zegami Solution.

These terms of use refer to the following additional terms, which also apply to your use of Website and/or Zegami Solution:

  • Our Privacy and Cookies Policy which sets out the terms on which we process any personal data we collect from you, or that you or a third party provide to us. It also sets outs information about the cookies on the Website and/or Zegami Solution; and
  • The Zegami Solution Licence Terms (for Non-Commercial Use and Commercial Use) which sets out the terms on which you can use the Zegami Solution (Licence).

2. YOU MUST KEEP YOUR ACCOUNT DETAILS SAFE

If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.

We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of use.

If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at legal@zegami.com.

3. CHILDREN

The Zegami Solution is not intended for and may not be used by people under the age of 18. If the Customer is under the age of 18, he / she must stop using the Zegami Solution immediately.

4. PROHIBITED USE

You may use the Website and the Zegami Solution only for lawful purposes. You may not use the Website and the Zegami Solution:

  • In any way that breaches any applicable local, national or international law or regulation.
  • In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.
  • For the purpose of harming or attempting to harm minors in any way.
  • To send, knowingly receive, upload, download, use or re-use any material which does not comply with our data collection standards as set out below.
  • To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
  • To knowingly transmit any data, send or upload any material that contains viruses, trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
  • In contravention of the terms of the Zegami Solution Licence Terms.

You also agree:

  • Not to reproduce, duplicate, copy or re-sell any part of the Website and the Zegami Solution in contravention of the provisions of these website terms of use.
  • Not to access without authority, interfere with, damage or disrupt:
    • any part of the Website and the Zegami Solution;
    • any equipment or network on which Website and the Zegami Solution is stored;
    • any software used in the provision of the Website and Zegami Solution; or
    • any equipment or network or software owned or used by any third party.

5. INTERACTIVE SERVICES

We may from time to time provide interactive services on the Website and/or the Zegami Solution (for example, you may be able to comment on a collection). Any information you add to such interactive services for public collections (or private collections that are subsequently made public) will also be public.

Where we do provide any interactive service, we will provide clear information to you about the kind of service offered, if it is moderated and what form of moderation is used (including whether it is human or technical).

We will do our best to assess any possible risks for you (and in particular, for children) from third parties when they use any interactive service provided on the Website or the Zegami Solution, and we will decide in each case whether it is appropriate to use moderation of the relevant service (including what kind of moderation to use) in the light of those risks. However, we are under no obligation to oversee, monitor or moderate any interactive service we provide on the Website and the Zegami Solution, and we expressly exclude our liability for any loss or damage arising from the use of any interactive service by you in contravention of our content standards, whether the service is moderated or not.

Where we do moderate an interactive service, we will normally provide you with a means of contacting the moderator, should a concern or difficulty arise.

6. CONTENT STANDARDS

Any data, comments, information or material that you input, contribute or link to the Zegami Solution (Data) must comply with the content standards, which must be complied with in spirit as well as to the letter, set out below.

We will determine, in our discretion, whether the Data breaches the data standards.

Data must comply with the law applicable in England and Wales and in any country from which it is inputted, contributed or linked.

Data must not:

  • Be defamatory of any person.
  • Be obscene, offensive, hateful or inflammatory.
  • Promote sexually explicit material.
  • Promote violence.
  • Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
  • Infringe any intellectual property rights, including, but not limited to copyright, database right or trade mark of any other person.
  • Be likely to deceive any person.
  • breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
  • Promote any illegal activity.
  • Be in contempt of court.
  • Be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety.
  • Be likely to harass, upset, embarrass, alarm or annoy any other person.
  • Impersonate any person, or misrepresent your identity or affiliation with any person.
  • Give the impression that the Data emanates from Zegami, if this is not the case.
  • Advocate, promote, incite any party to commit, or assist any unlawful or criminal act such as (by way of example only) copyright infringement or computer misuse.
  • Contain a statement which you know or believe, or have reasonable grounds for believing, that members of the public to whom the statement is, or is to be, published are likely to understand as a direct or indirect encouragement or other inducement to the commission, preparation or instigation of acts of terrorism.
  • Contain any advertising or promote any services or web links to other sites.

You warrant that the Data does comply with the above mentioned data collection standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.

You acknowledge that Data may be public or non public depending on your use of the Zegami Solution. Data resulting from your use of the interactive services for public collections (or private collections that are made public) will always be public.

We will do our best to assess any possible risks resulting from Data, but we are under no obligation to monitor any Data inputted or linked to the Zegami Solution, and we expressly exclude our liability for any loss or damage arising from the use of the Zegami Solution by a user in contravention of our data collection standards, whether the Zegami Solution is monitored or not.

The Zegami Solution will, and the Website may, include information and materials uploaded by other users of the Zegami Solution or the Website, including Data. This information and these materials have not been verified or approved by us. Any views expressed by users of the Website or Zegami Solution do not represent our views or values.

We also have the right to disclose your identity to any third party who is claiming that any Data posted or uploaded by you to the Website or the Zegami Solution constitutes a violation of their intellectual property rights, or of their right to privacy.

We have the right to remove any Data posted or uploaded to the Website or the Zegami Solution if, in our opinion, the Data does not comply with these content standards.

If you wish to complain about information and materials uploaded by other users please contact us on legal@zegami.com.

7. WE DO NOT GUARANTEE THAT THE WEBSITE WILL BE SECURE OR FREE FROM BUGS OR VIRUSES.

We are not responsible for viruses and you must not introduce them.

You are responsible for configuring your information technology, computer programs and platform to access to the Website or the Zegami Solution. You should use your own virus protection software.

You must not misuse the Website or the Zegami Solution by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Website or the Zegami Solution, the server on which the Website or the Zegami Solution are stored or any server, computer or database connected to the Website or Zegami Solution. You must not attack the Website or the Zegami Solution via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Website or the Zegami Solution will cease immediately.

8. INTELLECTUAL PROPERTY RIGHTS

The Zegami Solution Licence Terms sets out who owns the Data (except Data resulting from your use of the interactive service, which is dealt with below), but also our intellectual property rights in the Zegami Solution.

You retain all of your ownership rights in Data resulting from your use of the interactive services, but you are required to grant us and other users of the Website and the Zegami Solution a perpetual, worldwide, non-exclusive, royalty free, transferable licence to use, store and copy that content and to distribute and make it available to third parties.

We are the owner or the licensee of all intellectual property rights in the Website, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.

You may print off one copy, and may download extracts, of any page(s) from the Website for your personal use and you may draw the attention of others within your organisation to content posted on the Website.

You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

Our status (and that of any identified contributors) as the authors of content on the Website must always be acknowledged.

You must not use any part of the content on the Website for commercial purposes without obtaining a licence to do so from us or our licensors.

If you print off, copy or download any part of the Website in breach of these terms of use, your right to use the Website will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

ZEGAMI is a UK registered trade mark of Zegami. You are not permitted to use them without our approval, unless they are part of material you are using as permitted under these terms of use or the Zegami Solution Licence Terms.

9. DO NOT RELY ON INFORMATION ON THE WEBSITE

The content on the Website is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on the Website.

Although we make reasonable efforts to update the information on the Website, we make no representations, warranties or guarantees, whether express or implied, that the content on the Website is accurate, complete or up to date.

Where the Website or Zegami Solutions contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.

We have no control over the contents of those sites or resources.

You may link to the Website and the Zegami Solution, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.

You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

You must not establish a link to the Website or the Zegami Solution in any website that is not owned by you.

The Website or the Zegami Solution must not be framed on any other site, nor may you create a link to any part of the Website or the Zegami Solution other than the home page.

We reserve the right to withdraw linking permission without notice.

The website in which you are linking must comply in all respects with the content standards set out in these terms of use.

If you wish to link to or make any use of content on the Website or the Zegami Solution other than that set out above, please contact legal@zegami.com.

11. BREACH OF THESE TERMS OF USE

When we consider that a breach of these terms of use has occurred, we may take such action as we deem appropriate.

Failure to comply with these terms of use is a material breach of the terms of use upon which you are permitted to use the Website and the Licence upon which you are permitted to use the Zegami Solution, and may result in our taking all or any of the following actions:

  • immediate, temporary or permanent withdrawal of your right to use the Website and/or the Zegami Solution.
  • immediate, temporary or permanent removal of any data uploaded by you to the Zegami Solution.
  • issue of a warning to you.
  • legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
  • further legal action against you.
  • disclosure of such information to law enforcement authorities as we reasonably feel is necessary or as required by law.

We exclude our liability for all action we may take in response to breaches of these terms of use. The actions we may take are not limited to those described above, and we may take any other action we reasonably deem appropriate.

12. SUSPENDING OR WITHDRAWING THE WEBSITE

The Website is made available free of charge.

We do not guarantee that the Website, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of the Website for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.

You are also responsible for ensuring that all persons who access the Website through your internet connection are aware of these terms of use and other applicable terms and conditions, and that they comply with them.

13. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU

Whether you use the Website for non-commercial or commercial purposes: We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.

Different limitations and exclusions of liability will apply to liability arising as a result of the provision of the Zegami Solution as set out in the Zegami Solution Licence Terms.

If you use the Website for commercial purposes:

  • We exclude all implied conditions, warranties, representations or other terms that may apply to the Website or any content on it.
  • We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
    • use of, or inability to use, the Website; or
    • se of or reliance on any content displayed on the Website.
  • In particular, we will not be liable for:
    • loss of profits, sales, business, or revenue;
    • loss of business interruption;
    • loss of anticipated savings;
    • loss of business opportunity, goodwill or reputation; or
    • any indirect or consequential loss or damage. If you use the Website for non-commercial purposes:
  • Please note that we only provide the Website for domestic and private use. You agree not to use the Website for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
  • If defective digital content that we have supplied, damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.

14. GOVERNING LAW AND JURISDICTION

If you use the Website and/or the Zegami Solution for non-commercial purposes, please note that these terms of use, its subject matter and its formation are governed by English law. We both agree to the exclusive jurisdiction of the courts of England. If do not live in England, you may also bring proceedings in the courts of the country where you are habitually resident.

If you use the Website and/or the Zegami Solution for commercial purposes, the terms of use, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the non-exclusive jurisdiction of the courts of England and Wales.

15. CHANGES TO THESE TERMS OF USE, THE WEBSITE AND THE ZEGAMI SOLUTION

We amend these terms from time to time. Every time you wish to use the Website and/or the Zegami Solution, please check these terms of use to ensure you understand the terms that apply at that time.

We may update and change the Website and the Zegami Solution from time to time, to reflect changes in relevant laws and regulatory requirements, or make improvements or enhancements to them.

16. HOW TO CONTACT US

Questions, comments and requests regarding these terms of use are welcomed and should be addressed to Zegami Limited at Oxford Sciences Innovation РGrassroots, 46 Woodstock Road, Oxford, OX2 6HT or by email to legal@zegami.com. These terms of use were last updated on 13 February 2018.