Zegami Limited (company number 09853507) (Zegami / we / our / us) takes your privacy very seriously and is committed to protecting and respecting your privacy.
This Privacy and Cookies Policy does not apply to websites that you may be able to access via links on the Website or the Zegami Solution and/or activities offered by third parties. Please ensure you review any relevant policies on any third party websites before proceeding. Zegami is not responsible for the collection or use of your personal data from these third party websites.
Please read the following carefully to understand our views and practices regarding your personal data and how we will treat it.
In order to use the Zegami Solution:
We collect the following data about you:
Data you give us. You may give us data about you:
Data we collect about you. With regard to each of your visits to the Website or the Zegami Solution we will automatically collect the following:
Data provided by the Organisation or a user of the Zegami Solution. We may be given personal data about you when:
Data we collect from third parties. We may collect personal data from third parties when you:
We will process the personal data held about you for the purposes stated below:
If we do not have access to the data referred to above in respect of the performance of a contract then we will not be able to provide the Zegami Solution to you.
Please note that we may use and share non-personal data we receive or collect from you in connection with the Website or Zegami Solution.
Where we have a legal basis to use your personal data without consent (as we have described above), this Privacy and Cookies Policy fulfils our duty to process personal data fairly and lawfully and in a manner that you would expect given the nature of our relationship with you, by giving you appropriate notice and explanation of the way in which your personal data will be used.
Where consent is required for our use of your personal data, by ticking the appropriate consent box or otherwise communicating your consent, you consent to our use of that personal data for the purposes covered by the specific consent that you have given. For example, we will only process your personal data for marketing purposes if we have your consent to do so.
As mentioned above, we would like to send you information by email about products, services and opportunities which may be of interest to you.
We will not provide your personal data to other businesses so they can use your personal data for marketing purposes.
We will only send you marketing messages if you would like us to. You can tell us that you wish to receive such marketing messages by ticking the relevant boxes when you sign up to the Zegami Solution for the first time or by updating the privacy settings of your account. You will have the opportunity to clearly set out whether you wish to receive marketing messages from us by ticking the relevant boxes.
We may share your personal data with selected third parties in accordance with this Privacy and Cookies Policy including:
The data that we collect from you will be transferred to, processed and stored at, destinations outside the European Economic Area (EEA) such as the US.
There is no adequacy decision by the European Commission in respect of the US, which means the US is not deemed to provide an adequate level of protection for your personal data. However, to ensure that your personal data does receive an adequate level of protection we have put in place the following appropriate measures to ensure that your personal data is treated by those third parties in a way that is consistent with EU and UK laws on data protection:
If you would like to find out more about this or obtain a copy of the relevant approved contract, please contact us by post at Zegami Limited, Ground Floor, King Charles House, Park End Street, Oxford, OX1 1JD or by email at firstname.lastname@example.org.
The Zegami Solution can also be accessed and used worldwide, which means your data may be processed outside the EEA. As mentioned above, the country from which the Zegami Solution is accessed may not provide an adequate level of protection for your personal data.
All information you provide to us is stored on secure servers. We will use technical and organisational measures to safeguard your personal data.
Where we have given you (or where you have chosen) access details and a password which enable you to access the Zegami Solution, you are responsible for keeping these access details and password confidential. We ask you not to share your access details and password with anyone.
We maintain (and ensure that anyone we share your personal data with maintains) appropriate technical and organisational measures to ensure that an appropriate level of security in respect of all personal data we process. Unfortunately, the transmission of information via the internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to the Website or Zegami Solution and you acknowledge that any transmission is at your own risk. Once we have received your information, we will use strict procedures and security features which are appropriate to the type of personal data you have provided to try to prevent unauthorised access or inadvertent disclosure.
We will only retain your personal data for as long as necessary to fulfil the purposes we collected it for, including for the purposes of satisfying any legal, accounting, or reporting requirements. To determine the appropriate retention period for personal data, we consider the amount, nature, and sensitivity of the personal data, the potential risk of harm from unauthorised use or disclosure of your personal data, the purposes for which we process your personal data and whether we can achieve those purposes through other means, and the applicable legal requirements.
In some circumstances we may anonymise your personal information so that it can no longer be associated with you, in which case we may use such information without further notice to you.
Even if you request that we erase your data, we may still need to keep it (please see below) or may keep it in a form that doesn’t identify you. If we are processing your personal data as part of a Licence and you have not agreed that we may use your data for marketing purposes, we will retain your personal data on record for no more than the duration of the Licence and 6 years thereafter. Please contact us or the Organisation (if applicable) directly for details of the duration of the Licence.
You have the following rights with regard to your personal data:
Please note that if you ask us to stop processing your personal data in a certain way or erase your personal data, and this type of processing or data is needed to facilitate your use of the Website or the Zegami Solution you may not be able to use the Website or the Zegami Solution as you did before. This does not include your right to object to direct marketing, which can be exercised at any time without restriction. Please allow at least 3 working days for your request to be actioned.
Please note that the rights mentioned above do not extend to non-personal data.
If you would like to exercise any of the rights mentioned above, please contact us at Zegami Limited, Ground Floor, King Charles House, Park End Street, Oxford, OX1 1JD or by email at email@example.com.
We use the following cookies:
You can find more information about the individual cookies we use and the purposes for which we use them in the table below:
By clicking “agree” in the cookie consent box when you first access the Website or the Zegami Solution and by continuing to access and use the Website or the Zegami Solution (as applicable) you accept our use of the cookies.
You can block cookies by activating the setting on your browser that allows you to refuse the setting of all or some cookies. However, if you use your browser settings to block all cookies (including essential cookies) you may not be able to access all or parts of the Website or the Zegami Solution.
For more detailed information about cookies and how they can be managed and deleted, please visit www.allaboutcookies.org.changes to our privacy and cookieS policy
Any changes we make to this Privacy and Cookies Policy the future will be posted on this page and, where appropriate or notified to you by e-mail. Please check back frequently to see any updates or changes to this Privacy and Cookies Policy. Continued use of the Website or the Zegami Solution (as appropriate) will signify that you agree to such changes.
Questions, comments and requests regarding this Privacy and Cookies Policy are welcomed and should be addressed to Zegami Limited at Zegami Limited, Ground Floor, King Charles House, Park End Street, Oxford, OX1 1JD or by email at firstname.lastname@example.org.
Please also contact us if you would like to know more about our data processing activities, to update or amend any of your personal data which you have provided to us or if you believe our records relating to your personal data are incorrect.
This Privacy and Cookies Policy was last updated on 13th February 2018.
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 x documentation provided by Zegami (Zegami Solution).
Our registered office at Ground Floor King Charles House, Park End Street, Oxford, England, OX1 1JD. Our VAT number is 234314243. To contact us, please email email@example.com.
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.
If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at firstname.lastname@example.org.
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.
You may use the Website and the Zegami Solution only for lawful purposes. You may not use the Website and the Zegami Solution:
You also agree:
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.
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:
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 email@example.com.
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.
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.
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.
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 firstname.lastname@example.org.
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.
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:
If you use the Website for non-commercial purposes:
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.
1.2. These Zegami Solution Licence Terms only apply to the Customer if the Customer is using the Zegami Solution for Commercial Use. If the Customer is using the Zegami Solution as an individual wholly or mainly for his / her personal use (and not in connection with his / her trade, business, craft or profession, that of his / her employer or on behalf of an academic institution) (Non-Commercial Use) then the licence terms for Non-Commercial Use will apply instead.
1.3. These Zegami Solution Licence Terms shall:apply to and be incorporated into any contract between Zegami and the Customer; andprevail over any inconsistent terms or conditions contained, or referred to, in the Customer’s purchase order, confirmation of order, acceptance of a quotation, or specification or other document supplied by the Customer, or implied by law, trade customer, practice or course of dealing.
2.1. In these Zegami Solution Licence Terms the following expressions have the meanings specified:
Account Information means passwords, usernames and any other information related to the User Account or the Zegami Solution;
Business Days means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;
Collection Data means the data inputted by the Customer or the Users for the purpose of using the Zegami Solution;
Commencement Date means the date on which Zegami communicates in writing that it accepts this Licence with the Customer;
Conditions means these terms and conditions set out in clauses 1 to 20 (inclusive);
Confidential Information means all information that is proprietary or confidential to a Party, however, and in whatever form, disclosed (whether in writing, orally or otherwise) including:
(a) the terms of this Licence;
(b) any information that would be regarded as confidential by a reasonable business person relating to the:
(c) any other information that is identified as being of a confidential or proprietary nature or which a reasonable person would consider being of a confidential nature;
Customer means the customer identified on the Sign Up Form;
Data Controller: has the same meaning given to that term (or the term controller) as set out in the Data Protection Laws;
Data Processor: has the same meaning given to that term (or the term processor) as set out in the Data Protection Laws;
Data Protection Laws means all applicable laws from time to time in force in the United Kingdom relating to the protection of personal information, including the Data Protection Act 1998, the Privacy and Electronic Communications (EC Directive) Regulations 2003 and (once in force and for so long as it is directly applicable in the United Kingdom) the General Data Protection Regulation ((EU) 2016/679), and any laws substituting, re-enacting or replacing any of the foregoing, as amended or updated from time to time and in force in the United Kingdom;
Data Subject: has the same meaning given to that term as set out in the Data Protection Laws;
Evaluation Period means the period of time set out in clause 4.1;
Fees means the fees set out in the Sign Up Form, including any increase under clauses 6.2 and/or 14.8;
Hosting Provider means hosting service provider engaged by Zegami to enable Zegami to provide the Zegami Solution on a “software-as-a-services” basis;
Initial Subscription Term means the period of time set out on the Sign Up Form and commencing on the Commencement Date;
Intellectual Property Rights means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
Licence has the meaning given to it in clause 1.1;
Maximum Number of Users means the maximum number of Users, as set out on the Sign Up Form;
Maximum Storage means the maximum amount of data permitted to be stored on Zegami Solution, as set on the Sign Up Form;
Party means either Zegami or the Customer and Parties means both of them;
Personal Data: has the same meaning given to that term as set out in the Data Protection Laws;
Permitted Purpose: means the use case(s) set out in the Sign Up Form;
Product Feedback means all comments, suggestions ideas, graphics, questions or other information submitted by the Customer to Zegami in relation to the Zegami
Solution through the Website or the Zegami Solution;
Renewal Term has the meaning given to it in clause 15.2;
RPI means the retail price index as published by the Office for National Statistics from time to time ;
Sign Up Form means either:
Software means the online software applications used by Zegami in the Zegami Solution;
Subscription Term means the duration of this Licence;
Support Services Policy means Zegami’s then-applicable support services policy for providing support in relation to the Zegami Solution, as may be amended by Zegami from time to time, and as made available to the customer from time to time or via the online portal accessible within the User Account;
User means an employee, agent or independent contractor of the Customer who is authorised by the Customer to use the Zegami Solution as an administrator or viewer in accordance with this Licence;
User Account means the Customer’s authorised Zegami account(s), whether administration or viewer accounts;
Website means https://zegami.com/; and
Zegami Solution means the subscription services, printed materials and online documentation provided by Zegami to the Customer under the terms of this Licence as set out in the Sign Up Form.
2.2. In these Zegami Solution Licence Terms (except where the context otherwise requires):
(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(b) a reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established;
(c) a reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and
(d) includes any subordinate legislation for the time being in force made under it;unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular and a reference to one gender shall include a reference to the other genders.
(e) any phrase introduced by the words including, include, in particular or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
(f) a reference to writing or written includes email but not fax.if there is a conflict or incompatibility between the Sign Up Form and these Zegami Solution Licence Terms, then the following order of precedence shall apply:
3.1. Zegami shall, during the Subscription Term, provide access to and use of the Zegami Solution to the Customer on and subject to the terms of this Licence.
3.2. Zegami shall provide access details and passwords for the Users to the Customer within 3 Business Days after the Customer providing Zegami with each User’s name and email address.
4.1. Subject to the terms and conditions of this Licence, Zegami grants to the Customer a personal, non-transferable, non-exclusive right to use 1 User Account via the Zegami Solution during the first 30 days of the Initial Subscription Term free of charge (the Evaluation Period). The Customer acknowledges and agrees that its access to the Zegami Solution will, or may, automatically “time out” (that is to say, cease to operate) at the end of the Evaluation Period if the Customer has not at that time given its payment details to Zegami or authorised Zegami to charge the Customer for the Zegami Solution.
4.2. Save for liability which cannot be excluded or limited by applicable law, the liability of Zegami to the Customer during the Evaluation Period, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Licence will not extend to (i) any of the following losses, whether direct or indirect: loss of business or profit, or loss of data or corruption of data, loss of or damage to goodwill; or (ii) any indirect or consequential damages or losses. The Customer agrees that it has sole responsibility for protecting the Collection Data during the Evaluation Period.Subject to clauses 4.1 and 4.2, Zegami’s liability to the Customer during the Evaluation Period, whether in contract, tort (including negligence), breach of its statutory duty, or otherwise, arising under or in connection with this Licence shall be limited to $20 USD.
5.1. Subject to the Customer’s payment of the Fees, the terms of this Licence, and the restrictions set out in this clause, Zegami hereby grants to the Customer a non-exclusive, non-transferable right (without the right to grant sub-licences) to allow Users (subject to the Maximum Number of Users and any additional User Accounts purchased under clause 6) to access and use the Zegami Solution during the Subscription Term solely for the Customer’s internal business operations and for the Permitted Purpose.
5.2. All rights not expressly granted to the Customer are hereby reserved by Zegami and its respective licensors.
5.3. The Customer shall not grant access to the Zegami Solution to anyone other than its duly authorised Users.
5.4. In relation to Users, the Customer undertakes that:
(a) it shall, and shall procure that its Users shall, keep confidential and not under any circumstances share the User Account Information. The Customer shall inform Zegami promptly upon the unintended or undesired disclosure of any portion of such User Account Information;
(b) it shall not, and shall procure that its Users shall not, allow any User Account Information to be used by more than one individual User unless it has been reassigned in its entirety to another individual User, in which case the prior User shall no longer have any right to access or use the Zegami Solution;
(c) it shall permit Zegami or Zegami’s designated auditor to audit the Customer’s use of the Zegami Solution for compliance with this Licence. Each such audit may be conducted no more than once per quarter, at Zegami’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer’s normal conduct of business;
(d) if any of the audits referred to in clause 5.4(c) reveal that any User Account Information has been provided to any individual who is not a User, then without prejudice to Zegami’s other rights, Zegami may disable such User Account;
(e)prior to providing its Users with access to the Zegami Solution, it shall ensure that all its Users are aware of the terms of this Licence and any other terms relating to the Zegami Solution notified to the Customer by Zegami and comply with such terms as if they were a party to this Licence.
5.5. The Customer shall only use the Zegami Solution in:
(a) connection with the Customer’s own internal business purposes;
(b) combination with data originating from the Customer; and
(c) a way which does not create any liability for Zegami.
5.6. The Customer shall not, and shall procure that the Users shall not:
(a) except to the extent such activities are expressly agreed by the Parties or, where applicable, cannot be excluded by law:
(b) use the Zegami Solution to provide outsourced services to third parties or make the Zegami Solution available to any third party;
(c) access all or any part of the Zegami Solution in order to build a product or service which competes with the Zegami Solution;
(d) combine, merge or otherwise permit the Zegami Solution (or any part of it) to become incorporated in any other program, nor arrange or create derivative works based on it; or
(e) attempt to obtain, or assist third parties in obtaining, access to the Zegami Solution, other than as provided under this Licence.
5.7. The Customer shall, and shall procure that the Users shall, use due care and diligence to avoid introducing any software virus or other contaminant (including any bugs, worms, logic bombs, trojan horses or any other self-propagating or other such program) that may infect or cause damage to the Zegami Solution or the systems of Zegami or otherwise disrupt the provision of the Zegami Solution.
5.8. The rights provided under this clause 5 are granted to the Customer only, and shall not extend to any subsidiary or holding company of the Customer.
5.9. The Customer’s licence shall be limited to its internal business operations and (as applicable) the Permitted Purpose but, unless expressly stated otherwise in the Sign Up Form, it shall not permit to deploy or make available collections, datasets or other goods or services through use of the Zegami Solution, for or for the benefit of any third party customer of the Customer, including any deployment by way of the provision of a cloud based solution (and whether or not packaged or combined with other products).
6.1. Subject to clause 6.2, the Customer may, from time to time during the Subscription Term, purchase additional User Accounts in excess of the Maximum Number of Users and Zegami shall grant access to the Zegami Solution to such additional Users in accordance with the provisions of this Licence.
6.2. If the Customer purchases additional User Accounts, Zegami shall invoice the Customer a pro-rated amount from the date of activation by Zegami for such additional User Accounts and the Customer shall pay Zegami the relevant fees for such additional User Accounts within 14 days of the date of Zegami’s invoice.
7.1. If requested by the Customer in writing (or as set out in the Sign Up Form), Zegami may, as part of the Zegami Solution and in consideration of an additional support fee as set out in the Sign Up Form, provide the Customer with Zegami’s standard customer support services during the hours of 9am to 5pm GMT on Business Days in accordance with Zegami’s Support Services Policy. Zegami has the right to amend the Support Services Policy from time to time.
8.1. Zegami undertakes that the Zegami Solution will be performed with reasonable skill and care.
8.2. The undertaking at clause 8.1 shall not apply to the extent of any non-conformance which is caused by use of the Zegami Solution contrary to Zegami’s instructions, or modification or alteration of the Zegami Solution by any party other than Zegami or Zegami’s duly authorised contractors or agents. If the Zegami Solution does not conform with the foregoing undertaking, Zegami will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out in clause 8.1. Notwithstanding the foregoing, Zegami:
(a) does not warrant that the Customer’s use of the Zegami Solution will be uninterrupted or error-free; or that the Zegami Solution and/or the information obtained by the Customer through Zegami Solution will meet the Customer’s requirements; and
(b)is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Zegami Solution may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
8.3. For the avoidance of doubt, where the Customer cannot access the Zegami Solution due to any of the following, Zegami shall not be in breach of its obligations under this Licence:
(a) a fault or failure of the internet or any public telecommunications network;
(b) a fault or failure of the Customer’s computer systems or networks;
(c) any breach by the Customer of this Licence; or
(d) any unauthorised usage.
9.1. The Customer shall:
(a) provide Zegami with all necessary:
in order to provide the Zegami Solution;
(b) comply with all applicable laws and regulations with respect to its activities under this Licence;
(c) ensure that no one under the age of 18 is allowed access to the Zegami Solution;
(e) comply with any reasonable conditions of use of the Zegami Solution or the Software which apply from time to time and which have been communicated to the Customer in writing;
(f) carry out all other obligations of the Customer set out in this Licence in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the Parties, Zegami may adjust any agreed timetable or delivery schedule as reasonably necessary;
(g) ensure that the Users use the Zegami Solution in accordance with the terms of this Licence and shall be responsible for any User’s breach of this Licence;
(h) obtain and maintain all necessary licences, consents, and permissions necessary for Zegami, its contractors and agents to perform their obligations under this Licence;
(i) ensure that its network and systems comply with the relevant specifications provided by Zegami from time to time; and
(j) be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Software via any hosting service, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the internet.
9.2. If the Customer publishes any Collection Data on the internet using the Software, the Customer shall ensure that it includes the following statement:
Software © Zegami 2018 – used under licence
10.1. The Customer shall own all right, title and interest in and to all of the Collection Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Collection Data.
10.2. The Customer hereby grants (and shall procure the grant of) a world-wide, royalty-free, non-transferable (save to the extent set out in this clause 10), non-exclusive, sub-licensable licence for the Subscription Term to Zegami to use host, store, reproduce, modify, create derivative works, communicate, publish, publicly perform, publicly display, distribute and transmit the Collection Data:
(a) to enable Zegami to provide the Zegami Solution;
(b) for the purpose of developing and testing the Software and Zegami Solution provided to the Customer;
(c) for the purpose of providing the Customer, and those with whom the Customer has shared their Collection Data (including the public), with the Zegami Solution; and
(d) in connection with promotion and marketing of Zegami products and services.
10.3. The Customer acknowledges that Zegami has no control over any Collection Data hosted as part of the provision of the Zegami Solution and does not monitor the content of the Collection Data.
10.4. The Customer shall not, and shall procure that (i) the User shall not; (ii) the Collection Data does not; and (iii) the Customer’s use of the Zegami Solution does not:
(a) breach any applicable law in the country in which it is uploaded and in every country in which such Collection Data could be viewed;
(c) include any personally identifiable health data (HIPPA);
(d) breach of any technology control or export laws and regulations, in particular US export laws and regulations;
(e) infringe any third party Intellectual Property Rights;
(f) breach any applicable Data Protection Laws;
(g) include any material which is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive, facilitates illegal activity, depicts sexually explicit images, promotes unlawful violence, is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, is otherwise illegal, or causes damage or injury to any person or property; or
(h) infringes any confidentiality obligations,
10.5. Zegami shall notify the Customer immediately if it becomes aware of any allegation that any Collection Data may breach the terms of clause 10.4 or and Zegami may remove such Collection Data from the Zegami Solution without consulting the Customer.
10.6. Where the Customer publishes any Collection Data on the internet using the Software, the Customer warrants that it has the right to make such Customer Data publicly available.
10.7 The Software and/or the Website may contain links to and from the websites of third parties such as LinkedIn, Facebook, Twitter, Google and YouTube. The Customer acknowledges that such third parties have their own privacy policies and terms governing the use of any personal data submitted through their websites. Zegami will not be liable for the use of any personal data and/or Collection Data imported from and/or published on third party websites.
11.1. Each Party may have access to Confidential Information of the other Party under this Licence. Confidential Information of a Party shall not include information that:
(a) is made public through the Software as part of a public collection;
(b) is or becomes publicly known through no act or omission of the receiving Party;
(c)was in the other Party’s lawful possession prior to the disclosure;
(d) is lawfully disclosed to the receiving Party by a third party without restriction on disclosure;
(e) is independently developed by the receiving Party, which independent development can be shown by written evidence; or
(f) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
11.2. Each Party shall hold the Confidential Information of the other Party in confidence and, unless required by law, not make the other’s Confidential Information available to any third party or use the Confidential Information of the other Party for any purpose other than the implementation of this Licence.
11.3. If a Party is required to disclose the Confidential Information of the other Party pursuant to clause 11.2, the Party shall, to the extent permitted by law, use its reasonable endeavours to give the other Party as much notice of this disclosure as possible, unless the giving of such notice is legally prohibited.
11.4. Each Party agrees to take all reasonable steps to ensure that the Confidential Information of the other Party to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Licence.
11.5. Each Party to this Licence shall as soon as reasonably practicable notify the other Party if it becomes aware of any breach of confidence by any person to whom it divulges any Confidential Information and shall give the other Party reasonable assistance in connection with any proceedings which the other Party may institute against such person for breach of confidence.
11.6. This clause 11 shall survive termination of this Licence for any reason.
12.1. Zegami shall use reasonable endeavours to maintain or procure the maintenance of technical or organisation security, in accordance with good industry practice, in respect of all Collection Data held from time to time on services under its custody or control including the services of any Hosting Provider engaged by Zegami for these purposes. Notwithstanding the foregoing (and without prejudice to clauses 8.2 and 8.3 of these Zegami Solution Licence Terms), Zegami shall not be liable to
12.1. the Customer for any security breach or loss or corruption of data due to any act, omission or default of the Customer or due to any matter or circumstance (including any extraneous attack or introduction of any virus) which occurs despite Zegami having used reasonable endeavours in accordance with this clause.
12.2. The Customer shall not store more than the Maximum Storage on the Zegami Solution.
12.3. If the Customer exceeds the Maximum Storage on the Zegami Solution, then Zegami:
(a) shall notify the Customer that it is exceeding the Maximum Storage on the Zegami Solution;
(b) and may, at its discretion:
12.4. The Customer acknowledges that Zegami does not provide back ups of the Collection Data;
12.5. Without prejudice to the Customer’s other obligations, the Zegami Solution shall be provided on the following terms:
(a) the Customer acknowledges that the Hosting Provider will be requested to host images on a highly resilient platform and to implement the data back-up regime as part of the specification for a hosting service but Zegami shall not be liable for any failure by the Hosting Provider to perform such tasks;
(b) the Customer acknowledges that Zegami is dependent on a Hosting Provider to provide a hosting service. Zegami will use its reasonable endeavours to select a reputable Hosting Provider, taking into account the commercial aspects of the offering of such Hosting Provider including prices of the relevant services, but the Customer acknowledges that Zegami does not audit security measures of that Hosting Provider and is reliant on the terms of the contract between it and the Hosting Provider in this regard;
(c) notwithstanding any other provision of this Licence, Zegami does not undertake or agree to provide a hosting service at a service level which exceeds those provided to Zegami by the Hosting Provider and will not in any way be liable to the Customer under this Licence or otherwise, for any acts, omissions or failures of the Hosting Provider;
(d) the Customer acknowledges and agrees that the Zegami Solution may be inaccessible or inoperable from time to time including as a result of equipment malfunctions, repairs or replacements carried out by the Hosting Provider or for reasons beyond Zegami’s reasonable control;
(e) this Licence shall automatically terminate if the agreement between Zegami and the Hosting Provider is terminated as a result of any breach by Zegami that is caused by the Customer’s breach of this Licence (including, but not limited to, a breach by the Customer of clauses 5.3 to 5.7 (inclusive) or clause 10.4) which entitles the Hosting Provider to terminate, suspend or take action against Zegami pursuant to its hosting agreement with Zegami); and
(f) notwithstanding clause 16.7, if this Licence is terminated pursuant to clause 12.4, then Zegami may delete any of the Collection Data without following the procedure set out at clause 16.7.
13.1. The Parties agree that as between Zegami and the Customer, Zegami and/or its licensors own all Intellectual Property Rights in the Zegami Solution, the Software and the Website. Except as expressly stated herein, this Licence does not grant the Customer any Intellectual Property Rights, or any other rights or licences in respect of the Zegami Solution or Software.
13.2. Zegami confirms that it has all the rights in relation to the Zegami Solution and Software that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Licence.
13.3. The Customer hereby grants to Zegami an irrevocable, worldwide, exclusive, royalty free licence to use the Product Feedback for any commercial or other purpose whatsoever. The Customer hereby warrants that the Product Feedback shall not violate any Intellectual Property Right of a third party.
13.4. The Customer shall not remove any proprietary notices, labels, or marks on any component of the Zegami Solution (or the Zegami Solution or Website generally).
14.1. In consideration for access and use of the Zegami Solution, the Customer shall pay the Fees to Zegami.
14.2. Zegami shall invoice the Customer:
(a) on the expiration of the Evaluation Period, for the Fees for the Initial Subscription Term; and
(b) periodically in advance for the Fees for the relevant Renewal Term.
14.3. The Customer shall pay the Fees and any other charges, in full and cleared funds, invoiced within 14 days of the date of Zegami’s invoice.
14.4. The Fees and any other charges payable under this Licence are exclusive of any applicable sales tax and shall be paid free and clear of all deductions and withholdings whatsoever, unless the deduction or withholding is required by law. If any deduction or withholding is required by law the Customer shall pay to Zegami such sum as will, after the deduction or withholding has been made, leave Zegami with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding. If the Customer is required by law to make a deduction or withholding, the Customer shall, within 5 Business Days of making the deduction or withholding, provide a statement in writing showing the gross amount of the payment, the amount of the sum deducted and the actual amount paid. The Customer shall use all reasonable endeavours to assist Zegami to claim recovery or exemption under any double taxation or similar agreement with respect to any such deduction.
14.5. If the Customer believes its invoice is incorrect, it must contact Zegami in writing within 20 days of the date of the invoice containing the amount in question to be eligible to receive an adjustment or credit (any such adjustment or credit to be subject to verification by and agreement of Zegami).
14.6. If Zegami has not received payment within 14 days after the due date for payment, and without prejudice to any other rights or remedies of Zegami, Zegami may:
(a) charge interest on overdue invoices at the rate of 4% per year above the base lending rate of the Bank of England, calculated on a daily basis from the date when payment of the invoice becomes due for payment up to and including the date of actual payment whether before or after judgement; and
(b) without liability to the Customer, suspend access to and use of the Zegami Solution and Zegami shall be under no obligation to provide the Zegami Solution while the invoice(s) concerned remain unpaid. The Customer will continue to be charged for the Fees and any other applicable fees during any period of suspension.
14.7. If the Customer’s or any User’s access to the Zegami Solution is suspended in accordance with clause 5.7 or 14.6(b), Zegami may impose a reconnection fee, (to cover labour and third party costs to return the Zegami Solution to the condition that it was before disconnection).14.8. Zegami reserves the right to increase the Fees, in accordance with the RPI unless otherwise notified, on each anniversary of the Commencement Date, provided that it provides the Customer with 30 days’ notice of such increase.
15.1. This Licence commences on the Commencement Date and, subject to earlier termination in accordance with its terms, shall continue for the Initial Subscription Term.
15.2. This Licence will automatically extend for a further period equal in length to the Initial Term (each a Renewal Term) at the end of the Initial Term and each Renewal Term unless terminated in accordance with its terms.
16.1. Without affecting any other right or remedy available to it, either Party may terminate this Licence:
(a) immediately without reason at any time during the Evaluation Period; or
(b) without reason upon giving not less than 30 days’ prior written notice to the other Party which shall not expire earlier than the last day of the Initial Term or any subsequent Renewal Term.
16.2. Without affecting any other right or remedy available to it, either Party may terminate this Licence with immediate effect by giving written notice to the other Party if
(a) other Party written notice upon any material breach of any provision of this Licence by the other Party, which is irremediable or (if such breach is remediable) fails to be remedied by the other Party within 10 Business Days of being notified by the other Party of such breach;
(b) the other Party repeatedly breaches any of the terms of this Licence in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Licence;
(c) the other Party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
(d) the other Party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other Party;
(e) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other Party other than for the sole purpose of a scheme for a solvent amalgamation of that other Party with one or more other companies or the solvent reconstruction of that other Party;
(f) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other Party;
(g) the holder of a qualifying floating charge over the assets of that other Party has become entitled to appoint or has appointed an administrative receiver;
(h) a person becomes entitled to appoint a receiver over the assets of the other Party or a receiver is appointed over the assets of the other Party;
(i) a creditor or encumbrancer of the other Party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other Party’s assets and such attachment or process is not discharged within 14 days;(j) any event occurs, or proceeding is taken, with respect to the other Party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 16.2(c) to clause 16.2(i) (inclusive); or
(k) the other Party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
16.. If Zegami terminates this Licence pursuant to clause 16.2 or the Customer terminates this Licence pursuant to clause 16.1(b), Zegami may keep the Fees for the unexpired term of the Initial Term or Renewal Term (as applicable).
16.4. If Zegami terminates this Licence pursuant to clause 16.1(b) then Zegami shall refund to the Customer the amount paid by the Customer in respect of the Fees relating to the period after the effective date of termination of this Licence.
16.5. Upon the termination of this Licence (howsoever occasioned):
(a) any accrued rights or liabilities of either Party shall not be affected;
(b) the Customer shall immediately cease all activities authorised by the Licence;
(c) the Customer shall pay to Zegami any sums due to Zegami;
(d) all rights and licences to the Customer from Zegami under this Licence shall immediately terminate;
(e) all rights and licences to Zegami from the Customer under this Licence shall immediately terminate; and
(f) clauses of this Licence which are expressly stated to or implicitly survive, or operate upon, termination, shall survive termination and continue in force. Additionally, the following provisions shall survive termination and continue in force: clauses 5 (Commercial Usage Licence), 11 (Confidential Information), 13 (Intellectual Property Rights), 14 (Payment), 16 (Termination), 17 (Data Protection), 18 (Warranties and Indemnities), 19 (Limitation of Liability), 20.1 (Force Majeure), 20.9 (Notices) and 20.10 (Governing Law and Jurisdiction).
16.6. Upon termination of this Licence, the Customer shall return to Zegami or destroy (and on request certify the destruction of) all User Account Information, Software, Confidential Information of Zegami and all other information and documentation received from Zegami or derived from the Zegami Solution and shall delete any such information or documentation held in electronic form.
16.7. Zegami may destroy or otherwise dispose of any of the Collection Data in its possession unless Zegami receives, no later than 30 days after the effective date of the termination of this Licence, a written request for the delivery to the Customer of the then most recent back-up of the Collection Data. Zegami shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by Zegami in returning or disposing of Collection Data.
17.1. Both parties will comply with all applicable requirements of the Data Protection Laws. This clause 17 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Laws.
17.2. If Zegami processes any personal data on the Customer’s behalf when performing its obligations under this Licence (the scope, nature, purpose and duration of which and the types of personal data will be set out in the Sign Up Form), the parties acknowledge that for the purpose of the Data Protection Laws, the Customer is the Data Controller and Zegami is a Data Processor. In any such case and without prejudice to the generality of clause 17.1:
(a) the Customer shall ensure that the Customer is entitled to transfer the relevant Personal Data to Zegami so that Zegami may lawfully use, process and transfer the Personal Data in accordance with this Licence on the Customer’s behalf;
(b) the Customer shall ensure that any relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by the Data Protection Laws and all other applicable data protection legislation;
(c) Zegami shall process the personal data only on the written instructions reasonably given by the Customer from time to time unless Zegami is required by any laws applicable to Zegami to process the personal data. Where Zegami is relying on such applicable laws as the basis for processing, Zegami shall promptly notify the Customer of this before performing the processing required by such applicable laws unless these laws prohibit Zegami from notifying the Customer;
(d) each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
(e) Zegami shall ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential;
(f) Zegami shall assist the Customer, at the Customer’s cost, in respect to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
(g) the Customer consents to Zegami’s use of sub-contractors or other service providers to provide the Zegami Solution. Zegami shall:
(i) make available to the Customer a list of all sub-contractors or other service providers engaged in the processing of the Customer’s personal data on behalf of Zegami if so requested by the Customer.
(ii) Zegami shall include, in any contract with such sub-contractors and service providers, provisions which are equivalent to those in this clause 17.
(iii) Zegami shall give the Customer not less than 14 days’ notice of any additions or replacements to that list; and the Customer shall be entitled to object (on giving notice in writing to Zegami to be served within 14 days of Zegami’s notice informing the Customer of the change) to any such sub-contractor or service provider at any time. In the event that the Customer objects to a service provider or sub-contractor, then without liability for either party:
(h) Zegami shall notify the Customer without undue delay on becoming aware of a personal data breach;
(i) Zegami shall at the written direction of the Customer, delete or return the personal data and copies thereof to the Customer on termination of this Licence unless required by applicable law to store the personal data; and
(j) Zegami shall maintain complete and accurate records and information to demonstrate its compliance with this clause 17 and allow for audits by the Customer or the Customer’s designated auditor.
17.3. The Customer agrees that Zegami may transfer Personal Data outside the United Kingdom or European Economic Area for the purpose of providing the Zegami Solution provided that all such transfers by Zegami provided that the following conditions are fulfilled:
(a) the Customer or Zegami has provided appropriate safeguards in relation to the transfer;
(b) the data subject has enforceable rights and effective legal remedies; and
(c) Zegami complies with its obligations under the Data Protection Laws by providing an adequate level of protection to any personal data that is transferred.
17.4. The Customer acknowledges that Zegami is reliant on the Customer for instructions as to the extent to which Zegami is entitled to use and process any personal data. Consequently, Zegami will not be liable for any claim brought by a data subject arising from any action or omission by Zegami, to the extent that such action or omission resulted directly from the Customer’s instructions.
18.1. Each Party warrants to the other Party that it has full power and authority to enter into and perform its obligations under this Licence
18.2. The Customer also warrants that it will not:
(a) permit an unauthorised third party access to the Zegami Solution and/or Software;
(b) at any time during or after the Initial Subscription Term and any Renewal Term do any act, or give any assistance to any act, which may infringe or lead to the infringement of any Intellectual Property Right or other proprietary right in the Software; or
(c) remove or obscure any proprietary rights notice contained on or incorporated in the Software.
18.3. Any warranties given by Zegami shall be subject to the Customer using the Zegami Solution in compliance with this Licence, and Zegami shall not be liable under this clause for, or required to remedy, any problem arising from any defect or error wholly caused by third party software used in connection with the Zegami Solution.
18.4. The Customer shall defend, indemnify and hold harmless Zegami against claims, actions, proceedings, losses, liabilities, damages, expenses, compensation paid, fines, penalties, sanctions, charges and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with (i) the Customer’s use of the Zegami Solution; or (ii) any Collection Data which would constitute a breach of clause 10.4, provided that:
(a) the Customer is given prompt notice of any such claim;
(b) Zegami provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer’s expense; and
(c) the Customer is given sole authority to defend or settle the claim.
18.5. Zegami shall defend the Customer, its officers, directors and employees against any claim that the Zegami Solution infringes any United Kingdom patent effective as of the Commencement Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
(a)Zegami is given prompt notice of any such claim;
(b) the Customer provides reasonable co-operation to Zegami in the defence and settlement of such claim, at Zegami’s expense; and
(c) Zegami is given sole authority to defend or settle the claim.
19.1. Except as expressly and specifically provided in this Licence:
(a) the Customer assumes sole responsibility for results obtained from the use of the Zegami Solution by the Customer, and for conclusions drawn from such use. Zegami shall have no liability for any damage caused by errors or omissions in any information, instructions or documents provided to Zegami by the Customer or the Users in connection with the Zegami Solution, or any actions taken by Zegami at the Customer’s direction;
(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Licence; and
(c) the Zegami Solution is provided to the Customer on an “as is” basis.
19.2. This clause 19 sets out the entire financial liability of Zegami (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer:
(a) arising under or in connection with this Licence;
(b) in respect of any use made by the Customer of the Zegami Solution or any part of it; and
(c) in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Licence.
19.3 Nothing in this Licence excludes the liability of either Party for:
(a) death or personal injury caused by negligence;
(b) fraud or fraudulent misrepresentation;
(c) any breach of the undertakings implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or
(d) any liability which cannot be excluded or limited by law.
19.4. Subject to clause 19.3:
(a) Zegami shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any:
(b) Zegami’s total aggregate liability in contract (including in respect of the indemnity at clause 18.5), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Licence shall be limited to the lower of:
20.1. Force Majeure. Zegami shall have no liability to the Customer under this Licence if it is prevented from or delayed in performing its obligations under this Licence, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Zegami or any third party), failure of a utility service or transport or telecommunications network or the internet, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors. Zegami shall notify the Customer of such an event and its expected duration.
20.2. Variation. Except where provided under this Licence, no variation of this Licence shall be effective unless it is in writing and signed by the Parties (or their authorised representatives).
20.3. Relationship of the Parties. Nothing in this Licence is intended to or shall operate to create a partnership between the Parties, or authorise either Party to act as agent for the other, and neither Party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
(a) The Customer shall not, without the prior written consent of Zegami, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights, licences or obligations under this Licence. Any attempt at such assignment, delegation or subcontracting shall be void.
(b) Zegami may at any time assign, transfer, charge, subcontract or deal in any other manner all or any of its rights or obligations under this Licence.Severance. If any provision or part-provision of this Licence is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Licence.
20.6. Entire Agreement.
(a) This Licence constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
(b) Each Party acknowledges that in entering into this Licence t it does not rely on, and shall have no remedies in respect of, any undertaking, promise, assurance, statement, representation or warranty (whether made innocently or negligently) that is not set out in this Licence.
(c) Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Licence.
(d) Nothing in this clause 20.6 shall limit or exclude fraud.
20.7. Waiver. A waiver of any right under this Licence is only effective if it is in writing, and it applies only to the Party to whom the waiver is addressed and the circumstances for which it is given. No waiver shall be implied by taking or failing to take any other action.
20.8. Third Party Rights. This Licence does not confer any rights on any person or party (other than the Parties and, where applicable, their successors and permitted assigns) pursuant to the Contract (Rights of Third Parties) Act 1999.
(a) Notices under this Licence shall be in writing and sent to a party’s address or email address as set out in clause 20.9(b) below or such other address or email address as notified from time pursuant to this clause 20.9. Notices may be given, and shall be deemed received:
(b) The contact details for notices to Zegami are as follows:
Title: Chief Financial OfficerAddress: Ground Floor King Charles HousePark End StreetOxfordOX1 1JD
The contact details for notices to the Customer are those set out on the Sign Up Form.(c)This clause does not apply to notices given in legal proceedings or arbitration.(d) A notice given under this Licence is not validly served if sent by fax.
(a) This Licence and any dispute or claim arising out of or in connection with this Licence or its subject matter of formation (including non-contractual disputes or claims) shall be governed by and construed under the laws of England.
(b) Each Party irrevocably agrees that the courts of England and Wales shall have non-exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Licence or its subject matter of formation (including non-contractual disputes or claims).
Please read these terms very carefully, in particular clauses 9 and 10
1.2. These Terms only apply to the Customer if the Customer is an individual using the Zegami Solution wholly or mainly for his / her personal use (and not in connection with his / her trade, business, craft or profession, that of his / her employer or on behalf of an academic institution) (Non-Commercial Use). If the Customer is not an individual or is using the Zegami Solution in connection with a trade, business, craft or profession, or on behalf of an academic institution (Commercial Use) then the licence terms for Commercial Use will apply.
2.1. In consideration of the Customer agreeing to abide to the terms of this Licence, Zegami hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sub-licences, to use the Zegami Solution on the terms of this Licence until terminated in accordance with this Licence solely for Non-Commercial Use.
2.2. The Customer shall:
(a)keep a secure password for the Customer’s use of the Zegami Solution and the Customer shall keep his / her access details and password confidential;
(b)comply with all applicable technology control or export laws and regulations; and
2.3. The Customer shall not:
(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Customer and Zegami and except to the extent expressly permitted under this Licence:
(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the online software applications provided by Zegami as part of the Zegami Solution and/or printed materials or online documentation (as applicable) in any form or media or by any means;
(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the online software applications used by Zegami in the Zegami Solution; or
(b) access all or any of the Zegami Solution and/or printed materials or online documentation in order to build a product or service which competes with the Zegami Solution.
3.2. The Customer acknowledges that his / her use of the Zegami Solution means that any collections that the Customer has created using the Zegami Solution will be made public. Zegami recommends that the Customer considers carefully what Data he / she uses to create his / her collections.
4.1. Zegami respects intellectual property rights and right to privacy and asks that the Customer does too. The Customer warrants that:
(b) the Customer has the right to provide Zegami with any Data from which a natural person can be identified or is identifiable, and that the Customer has informed any such natural person of, or obtained his / her consent (as appropriate) to the Customer’s intended use of his / her personal data, which may include a transfer to a country which does not have adequate safeguards in place to protect such personal data.
4.2. If Zegami receives a notice:
(a) of alleged intellectual property right infringement; or
(b) alleged breach of a right to privacy,
Zegami may, without prejudice to its rights to terminate this Licence or suspend the Customer’s access to the Zegami Solution, delete or disable all or part of the Customer’s Data alleged to be infringing intellectual property rights or breaching rights to privacy
5.1. The Customer acknowledges that all intellectual property rights in the Zegami Solution and/or printed materials or online documentation belong to Zegami, that rights in the Zegami Solution and that the Customer has no licence of intellectual property rights in, or to, the Zegami Solution other than the right to use the Zegami Solution in accordance with the terms of this Licence.
5.2. If the Customer provides Zegami with comments or feedback in respect of the Zegami Solution, he / she acknowledges that Zegami may use such comments or feedback without any obligation to the Customer.
6.1. 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.
7.1. Zegami may terminate this Licence immediately by notifying the Customer by email if:
(a) he / she commits a breach of any terms of this Licence; or
(b) he / she has not accessed the Zegami Solution for 3 consecutive months.
7.2. Zegami may terminate this Licence for any other reason giving the Customer not less than 7 days’ notice by email.
7.3. Upon termination by Zegami for any reason:
(a) the Customer’s rights granted under this Licence shall cease; and
(b) the Customer must cease all activities authorised by this Licence.
7.4. Without prejudice to Zegami’s right to terminate this Licence, Zegami may suspend access to the Zegami Solution if Zegami suspects that there has been any misuse of the Zegami Solution or breach of this Licence. Zegami will notify the Customer as soon as possible after suspending the Zegami Solution.
7.5. The Customer may stop using the Zegami Solution at any time. If the Customer wants his / her account to be deleted he / she must contact Zegami in writing.
8.1. The Zegami Solution is made available to the Customer free of charge. Zegami does not guarantee that the Zegami Solution will always be available or be uninterrupted.
8.2. Zegami may discontinue or restrict the availability of the Zegami Solution for business and operational reasons. Zegami will try to give the Customer notice of such discontinuation.
9.1. The Zegami Solution has not been developed to meet the Customer’s individual requirements and is provided for general information only. The Zegami Solution does not offer any advice on which the Customer should rely. Although Zegami makes reasonable efforts to update the information provided by the Zegami Solution, Zegami make no representations, warranties or guarantees, whether express or implied, that such information is accurate, complete or up to date.
10.1. If the Customer is a resident in a country where “as is” disclaimers are allowed in respect of consumer customers then, TO THE FULLEST EXTENT PERMITTED BY LAW, THE ZEGAMI SOLUTION IS PROVIDED ON AN “AS IS” BASIS AND ZEGAMI, MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE ZEGAMI SOLUTION AND ANY MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS. If the Customer is a resident in a country that does not allow such a disclaimer then this clause 10.1 does not apply to the Customer.
10.2. Zegami does not exclude or limit in any way its liability to the Customer where it would be unlawful to do so. This includes liability for death and personal injury caused by Zegami’s negligence or the negligence of its employees, agents or subcontractors; or for fraud or fraudulent misrepresentation.
10.3. Zegami is only responsible to the Customer for foreseeable losses and damages caused by Zegami. If Zegami fails to comply with the terms of this Licence, Zegami is responsible for loss or damage that is a foreseeable result of Zegami breaking this Licence or failing to use reasonable care and skill, but Zegami is not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time this Licence is entered into, both Zegami and the Customer knew it might happen.
10.4. If defective digital content that Zegami has supplied damages a device or digital content belonging to the Customer Zegami will either repair the damage or pay the Customer compensation.
10.5. If the Customer is resident in a country where additional exclusions or limitations of liability are allowed or if the Customer uses the Zegami Solution for Commercial Use, ZEGAMI SHALL NOT BE LIABLE FOR:
(a) ANY LOSS OF USE;
(b) ANY LOSS OF OR CORRUPTION OF DATA OR INFORMATION;
(c) ANY LOSS OF ANTICIPATED SAVINGS;
(d) ANY PURE ECONOMIC LOSS;
(e) ANY LOSS OF PROFITS OR REVENUE; or
(f) ANY EXEMPLARY OR PUNITIVE DAMAGES, INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS, COSTS, DAMAGES, CHARGES OR EXPENSES,
HOWEVER ARISING UNDER THIS LICENCE AND REGARDLESS OF WHETHER OR NOT THE CUSTOMER HAS WARNED ZEGAMI OF THE POSSIBILITY OF SUCH LOSS, COSTS, DAMAGES, CHARGES OR EXPENSES. If the Customer is resident in a country that does not allow such exclusions and limitations of liability then this clause 10.5 does not apply to the Customer.
10.6. If the Customer is a resident in a country where a financial cap on liability is allowed or if the Customer uses the Zegami Solution for Commercial Use then, subject to clauses 10.1 to 10.5, ZEGAMI’S TOTAL AGGREGATE LIABILITY IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), MISREPRESENTATION, RESTITUTION OR OTHERWISE, ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THIS LICENCE SHALL BE LIMITED TO $20 USD. If the Customer is resident in a country that does not allow a financial cap on liability then this clause 10.6 does not apply to the Customer.
10.7. The Customer will reimburse Zegami on demand in respect of any costs, damages and expenses that might arise as a result of, or in connection with, any alleged or actual infringement of any third party’s intellectual property rights, breach of any applicable data protection laws or infringement or breach of any other rights arising out of, or in connection with, the Customer’s use of the Zegami Solution or Zegami’s use of data or information submitted by the Customer.
11.1. This Licence is governed by English law and the Customer may bring legal proceedings in respect of the Zegami Solution in the English courts. If the Customer does not live in England, these Terms do not prevent the Customer from bringing legal proceedings in the courts of the country where the Customer is habitually resident.
12.1. Zegami may update these Terms and/or the Zegami Solution from time to time:
(a) to reflect any changes in relevant laws and regulatory requirements; or
(b) to make improvements or enhancements to the Zegami Solution.
12.2. If Zegami does so, Zegami will give the Customer not less than 7 days’ notice. Continued use of the Zegami Solution after expiry of such notice period will signify that the Customer agrees to such changes.
13.1. Zegami may transfer its rights and obligations under this Licence to another organisation. Zegami will always tell the Customer in writing if this happens and Zegami will ensure that the transfer will not affect the Customer’s rights under this Licence. The Customer may only transfer his / her rights or his / her obligations under this Licence to another person if Zegami agrees in writing.
13.2 This Licence does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Licence.
13.3. If Zegami does not insist immediately that the Customer does anything he / she is required to do under these Terms, or if Zegami delays in taking steps against the Customer in respect of his / her breaking this Licence, that will not mean that the Customer does not have to do those things and it will not prevent Zegami taking steps against the Customer at a later date.
13.4. If any provision or part-provision of this Licence is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the intention of Zegami and the Customer.
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