Last Updated: January 21, 2021.
2. Use of the Services
2.1 Authorization: You may use the Services only if you are authorized to do so by an organization (your “Organization”) that is party to a valid and subsisting agreement with Zii (the “Master Subscription Agreement”) that allows your Organization to access and use the Services and the information available through the Services. Your permission to use the Services is subject to termination or suspension by each of your Organization and Zii in their discretion and without any notice or liability to you.
2.4 Credentials: To use the Services, you must have valid and subsisting unique identifiers or other factors registered with or provided by the Services (collectively “Credentials”). Credentials are specific to you, and may not be shared with or transferred to any other person. You will keep Credentials secure and confidential at all times. You will not permit any other person to know or use Credentials. You will immediately notify your Organization and Zii if you know or suspect that Credentials have become known to or used by any other person. Zii in its discretion may require you to verify or change Credentials from time to time.
3. User Information
3.2 Communications: You authorize Zii to: (a) accept communications it receives from you by means of the Services or email as if those communications had been given directly by you in writing and signed by you; (b) disclose your communications to Zii’s affiliates and services providers; and (c) respond to your communications through the Website, by email or other means of communication as Zii considers appropriate. Communications that you send to Zii are not effective unless and until they are processed by the responsible Zii representative. Zii may refuse to process communications that you send to Zii, or may reverse the processing of any communications that you send to Zii, at any time in Zii’s discretion and without any notice or liability to you or any other person, including if Zii believes the communication to be fraudulent or unlawful or defective, inaccurate or incomplete due to a technical malfunction.
4. Proprietary Rights
4.1 Ownership: As between the Parties, Zii will at all times solely own and retain all rights, title and interest (including all intellectual property rights) throughout the world in, to and associated with the Services; and (b) neither you nor any other person will acquire any right, title or interest in, to or associated with any of the Services.
4.3 Feedback: If you give to Zii any feedback (including any review, comments, ideas or suggestions for corrections, enhancements or improvements) regarding the Services, then Zii and its successors, assigns and licensees may use the feedback for any and all purposes (including to support, maintain and improve the Services) without providing any compensation or attribution to you or any other person. Zii may in its discretion modify your feedback (e.g. for grammar and spelling) prior to use.
5. User Content
5.2 Acknowledgement: You acknowledge that User Content may be made available to other users of the Services or your Organization, and that User Content might be copied, disclosed, shared or otherwise made available to other persons.
(a) Content License/Waiver: You hereby grant and agree to grant Zii and its affiliates, suppliers, service providers and licensees a non-exclusive, world-wide, unrestricted, transferable, sublicensable, royalty-free, fully paid-up, perpetual, irrevocable right and license to use and exploit (including access, view, store, copy, reproduce, combine with other works, distribute, transmit, display and perform) User Content in any manner and for any purpose whatsoever, commercial or otherwise, using any form, media or technology now known or later developed, without providing any compensation or attribution to you or any other person, without any liability whatsoever, and free from any obligation of confidence or other duties. You hereby grant to each other user of the Services and the Website a non-exclusive, non-sublicensable, non-transferable, restricted and limited license to use User Content made available by you for the sole purpose of the user’s lawful, internal business purposes. You hereby unconditionally and irrevocably waive and agree to waive in favour of Zii and its affiliates, suppliers, service providers and licensees and all other users all moral rights and rights of authorship and attribution that you have or may have in, to or associated with User Content (the “Content License/Waiver”).
5.4 Representation/Warranty: You represent and warrant to Zii and all other users of the Services and the Website that: (a) you own User Content or otherwise have all requisite rights, licenses, permissions, consents, powers, authorizations, approvals and waivers to use User Content and grant the Content License/Waiver; (b) the creation, possession and use of User Content does not and will not violate or infringe the rights (including intellectual property, privacy and personality rights) of any other person, breach any duty or obligation (contractual or otherwise) owed by you to any other person, or violate any applicable laws; and (c) to the best of your knowledge, the information contained in User Content is true, accurate, current and complete. If you becomes aware that any information in User Content is untrue, inaccurate or incomplete, you will promptly contact Zii.
6. Disclaimers, Liability Exclusions/Limitations
6.1 General Disclaimer: You are solely responsible for the selection and use of the Services to achieve your intended results, and you use the Services at your own risk. To the fullest extent permitted by applicable law, the Services are provided “as is”, “as available” and “with all faults”, and without any representations, warranties, conditions or guarantees of any nature or kind whatsoever, whether express, implied or statutory, or arising from custom or trade usage or by any course of dealing or course of performance, including any representations, warranties, conditions or guarantees of or relating to: accuracy, accessibility, availability, completeness, durability, errors, fitness for a particular purpose, merchantability, non-infringement, lack of viruses or other disabling or harmful code, performance, quality, results, suitability, security, timeliness, title, truthfulness, quiet enjoyment, uninterrupted service or workmanlike effort; all of which are hereby waived by you and disclaimed by Zii to the fullest extent permitted by applicable law. Without limiting the foregoing, Zii does not represent or warrant that any of the Services will meet your requirements. No oral or written information or advice given by or on behalf of Zii will create any legally binding or effective representation, warranty, condition or promise.
(a) User Content: You are solely responsible and liable for, and bear all risks and liabilities related to, User Content, including the accuracy, completeness and quality of User Content. You acknowledge that the functionality, operation, performance and results (including Structured Data) of the Services will depend on the accuracy, completeness and quality of User Content, and that if User Content is not accurate or complete or of poor quality then the Services will not be accurate or complete or may contain other kinds of errors. You are solely responsible and liable for ensuring the accuracy, completeness and quality of all of User Content.
(b) Technology and Security: Customer acknowledges that the Services might be affected by circumstances beyond Zii’s control, might not be continuous, uninterrupted or secure, and is subject to limitations, delays and other problems inherent in the use of the internet and electronic communications. Zii is not responsible or liable for any delays, failures or any damage, loss or liability resulting from any of those problems. You acknowledge that security measures used by or on behalf of Zii and its subcontractors and service providers might not protect the Services or User Content stored or processed in the Services against unauthorized access, use or disclosure. Zii is not responsible or liable for any unauthorized access to, or use, alteration, theft or destruction of, the Services or any data stored or processed in the Services, whether through accident, fraudulent means or devices, or any other method.
(c) No Health/Safety Advice: The Services do not constitute or include any kind of health or safety advice and you are solely responsible and liable for compliance with all applicable governmental travel advisories and alerts.
7. General Matters