Zii

 Terms of Use

Last Updated:  January 21, 2021.

Please carefully read these terms of use (these “Terms of Use”), which are a binding contract between you and Zii Travel Technologies Inc. (“Zii”) that governs the use of the Zii cloud-based, software-as-a-service, business travel management service (the “Services”).

By using the Services, you acknowledge and signify that you have read, understand and agree to these Terms of Use. If you do not agree to these Terms of Use, then you MUST not use the Services.

1.                   Introduction

1.1               Binding Agreement:  These Terms of Use are a binding agreement between you and Zii regarding the use of the Services. By using the Services, you acknowledge and signify that you have read, understood and agreed to the most current version of these Terms of Use. If you do not accept and agree to the most current version of these Terms of Use, then you may not use the Services.

1.2               Changes: Zii in its discretion may change these Terms of Use at any time and from time to time, without any prior notice, by posting the changed Terms of Use on the Zii website. The changed Terms of Use are effective immediately on posting on the Zii website, unless the changed Terms of Use expressly state otherwise. It is your responsibility to check the “Last Updated” date at the top of these Terms of Use and review any changes since the previous version. By using the Services, you signify your unconditional acceptance and agreement to be bound by the changed Terms of Use. You may not change these Terms of Use in any manner.

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.

2.2               Permitted Use and Restrictions/Prohibitions:  Subject to these Terms of Use, you may use the Services, and the information obtained through the Services, only as expressly authorized by your Organization in accordance with the Master Subscription Agreement, these Terms of Use and all applicable laws. Without limiting the generality of the foregoing, you will not: (a) use, disclose or provide or permit access to or use of the Services in any manner, by any means, or for any purpose that is not expressly permitted by these Terms of Use; (b) attempt to access or use the Services by any means that is not deliberately made available for that purpose by Zii; (c) use the Services in a way that damages, disrupts, compromises, degrades or interferes with the integrity, functionality, operation, performance or security of the Services, or any other system, network or data; (d) copy, reproduce, translate, modify, enhance, or create derivative works based on the Services; (e)  sell, resell, license, sublicense, distribute, rent or lease the Services, or include the Services in a service bureau or outsourcing offering; (f) make the Services available to, or use the Services for the benefit of, any third party; (g) alter, attempt to circumvent, destroy, obscure or remove any notices (including trademark and copyright notices), proprietary codes or locks, means of identification, technological protection measures, digital rights management tools or rights management information, security or control measures or agreements (including end user terms and conditions) on, in or in relation to the Services; (h) reverse engineer or otherwise access or use the the Services to: (i) attempt to access the source code or underlying logic, methods or processes for any of the software or technologies used by Zii to provide any aspect of the Services; (ii) create a product or service that is competitive with the Services or any other product or service offered by Zii, or a product or service using similar ideas, features or functions; or (iii) monitor or assess the availability, performance, or functionality of the Services, or for any other benchmarking or competitive purposes; or (i) permit, assist or encourage any other person to do any of the foregoing in this Section 2.2 or to commit any act or omission that would constitute a breach of these Terms of Use if committed by you.

2.3               Monitoring Use/Personal Information:  The Services may contain technologies that monitor, record and report to your Organization and Zii information regarding your use of the Services. Your Organization and Zii may use that information for system administration and security purposes, to enforce these Terms of Use and the Master Subscription Agreement, and as otherwise permitted by applicable law. You consent to the collection, use, disclosure, and retention by your Organization and Zii of information regarding your use of the Services for those purposes and as otherwise permitted by applicable law.

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

3.1               Accurate Information:  To use the Services, Zii may require that you provide certain information about yourself (including your legal name, residential address, email address, other contact information and in some instances details of your government-issued identification documents) and payment information. You represent and warrant that all information you provide to Zii is true, accurate, current and complete, and that you will update the information from time to time so that it remains true, accurate, current and complete. Zii will rely on the information that you provide. Zii is not under any obligation to verify the truth, accuracy, currency or completeness of any information you provide, but Zii may do so in its discretion, and you hereby consent to Zii making reasonable inquiries as Zii considers appropriate to verify the information you provide. You hereby authorize Zii to create and permanently retain records of all information that you provide to Zii and all communications between you and Zii and to use, retain and disclose that information as reasonably necessary to provide the Services and to otherwise perform Zii’s obligations and exercise Zii’s rights under these Terms of Use. You are solely responsible and liable for all loss, damage and expense that you, Zii or any other person may suffer or incur as a result of your submission of any false, inaccurate, out of date or incomplete information, your failure to promptly update your information if it changes, or any other breach of your obligations under this Section 3.

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.

3.3               Personal Information Privacy:  By accepting these Terms of Use you consent to the collection, use, retention, disclosure and deletion of your personal information in accordance with Zii’s Privacy Policy, as amended from time to time, and as otherwise permitted by applicable law.

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.

4.2               Trademarks:  The Zii logo and other related trademarks and symbols are registered or unregistered trademarks, service marks and trade names owned or licensed by Zii. Any unauthorized use of those trademarks is strictly prohibited, and nothing on the Website or in these Terms of Use will be construed as granting, by implication, estoppel, or otherwise, any licence or right to use any of those trademarks and service marks.

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

5.1               User Content:  In these Terms of Use: (a) “Content” means text (including notes, questions, comments and reviews), information, graphics, photographs, images, audio, video, and other materials and forms of data or communication; and (b) “User Content” means Content  posted, submitted, contributed, transmitted or provided by you to Zii through the Services.

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.

5.3               Responsibility/Compliance: Without limiting the generality of any other provision of these Terms of Use, you are solely responsible and liable for User Content. You will ensure that User Content: (a) complies with all applicable laws and community standards (including the laws of the jurisdiction in which you are located); (b) does not infringe, violate or misappropriate the rights of any person; and (c) does not contain, reference or distribute any information, messages, images or other materials that are abusive, contain nudity, deceptive, defamatory, derogatory, discriminatory, false, fraudulent, harassing, harmful, hateful, indecent, objectionable, obscene, offensive, pornographic, profane, racist, sexist, sexually explicit, threatening, violent, vulgar or otherwise objectionable, or which depict, encourage or tend to incite any unlawful activities. Zii is not obligated to screen or verify User Content, and does not guarantee the accuracy, veracity or completeness of any User Content. You are solely responsible and liable for your selection and use of User Content shared by other users and your interactions with other users. Zii may remove User Content at any time and for any reason without notice or liability to you or any other person.

(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.

5.5               Retention by Zii:  For greater certainty, and notwithstanding the foregoing in this Section 5 or any other provision of these Terms of Use, Zii may include copies of User Content in Zii’s archives and back-up systems and may permanently retain copies of User Content for legal compliance and administrative purposes.

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.

6.2               Specific Acknowledgements and Disclaimers: Without limiting Section 6.1, and notwithstanding any other provision of these Terms of Use:

(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.

6.3               Liability Exclusions:  Notwithstanding any other provision of these Terms of Use and to the maximum extent permitted by applicable law, in no event and under no circumstances will Zii be liable to you or any other person for any loss, damage or liability (including direct, indirect, special, incidental, consequential and punitive damages) arising from, connected with or relating to these Terms of Use, the subject matter of these Terms of Use or your use of the Services under any theory (including contract, tort, strict liability and statutory liability), regardless of any negligence or other fault or wrongdoing (including fundamental breach or gross negligence) by Zii, even if other remedies are not available or do not adequately compensate for the loss, damage or liability, even if Zii knows or ought to have known of the possibility of the loss, damage or liability being incurred, and regardless of whether or not the loss, damage or liability was foreseeable.

6.4               Exceptions:  The laws in some jurisdictions prohibit or limit the disclaimer of certain warranties and conditions or the exclusion or limitation of certain liabilities, and so the disclaimers and liability exclusions and limitations in these Terms of Use might not apply to you.

7.                   General Matters

7.1               Survival:  Notwithstanding any other provision of these Terms of Use, each of Sections 2.3, 4, 6 and 7, and all other provisions necessary to the interpretation or enforcement of those sections, will survive the expiration or termination of these Terms of Use and will remain in full force and effect and be binding on you and Zii as applicable.

7.2               Governing Law:  These Terms of Use will be governed by and construed in accordance with the laws of the Province of Québec and the laws of Canada applicable therein, without reference to conflict of laws principles.  To the full extent authorised under applicable law, You and Zii hereby irrevocably attorn to the exclusive jurisdiction of the courts in the City of Montréal, Québec, Canada with respect to the resolution of any disputes hereunder.

7.3               Force Majeure:  Notwithstanding any other provision of these Terms of Use, Zii will not be liable for any delay in performing, or failure to perform, any of its obligations under these Terms of Use to the extent performance is delayed or prevented due to any cause or causes that are beyond Zii’s control. Any delay or failure of that kind will not be a breach of these Terms of Use by Zii, and the time for Zii’s performance of the affected obligation will be extended by a period that is reasonable in the circumstances.

7.4               Miscellaneous:  You and Zii are non-exclusive, independent contracting parties, and nothing in these Terms of Use or done pursuant to these Terms of Use will create or be construed to create a partnership, joint venture, agency, employment or other similar relationship between you and Zii. Upon request by Zii, you will execute all further documents and instruments and do all further things as may be reasonably necessary to implement and carry out the provisions and intent of these Terms of Use. No consent or waiver by Zii to or of any breach by you of these Terms of Use will be effective unless the consent or waiver is confirmed in a document that is signed by Zii or will be deemed or construed to be a consent to or waiver of a continuing breach or any other breach by you. Zii’s rights and remedies under these Terms of Use are cumulative and not exhaustive or exclusive of any other rights or remedies to which Zii may be lawfully entitled under these Terms of Use or at law, and Zii will be entitled to pursue any and all of its rights and remedies concurrently, consecutively and alternatively. If any provision of these Terms of Use is held by a court or arbitrator of competent jurisdiction to be invalid or unenforceable for any reason, then the provision will be deemed severed from these Terms of Use (as applicable) and the remaining provisions will continue in full force and effect without being impaired or invalidated in any way, unless as a result of the severance these Terms of Use (as applicable) would fail in their essential purpose. You may not assign these Terms of Use or any of your rights, licenses, duties or obligations under these Terms of Use. Zii in its discretion may assign these Terms of Use and any or all of Zii’s rights, licenses, duties and obligations under these Terms of Use. Zii may engage subcontractors to perform Zii’s obligations under these Terms of Use. The provisions of these Terms of Use will enure to the benefit of and be binding upon you and Zii and your respective successors, permitted assigns and personal representatives.

7.5               Interpretation:  In these Terms of Use: (i) a reference in these Terms of Use to a section by number is a reference to the appropriate section in these Terms of Use; (ii) headings are for reference only and do not define, limit or enlarge the scope or meaning of these Terms of Use or any of its provisions; (iii) words importing the singular number only include the plural and vice versa; (iv) words importing a gender include both genders; (v) “person” includes an individual, corporation, partnership, joint venture, association, trust, unincorporated organization, society, and any other legal entity; (vi) “including” and “includes” mean including or includes (as applicable) without limitation or restriction; (vii) “law” includes common law, equity, statutes and regulations, and reference to a specific law includes all regulations made under the law and all amendments to, or replacements of, the law or any regulation made under the law in force from time to time; and (viii) “discretion” or any variation thereof means a person’s sole, absolute and unfettered discretion.

7.6               Entire Agreement:  These Terms of Use constitutes the entire agreement between you and Zii regarding your use of the Services and related matters, and supersedes all prior representations, agreements, statements and understandings, whether verbal or in writing.

 

IF YOU DO NOT ACCEPT AND AGREE TO THESE TERMS OF USE, YOU MUST NOT USE THE Services.

 

 

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