Effective Date: February 1, 2020
Welcome! If you have any questions, comments, or concerns regarding these Terms or the Services, please contact us at email@example.com.
IMPORTANT TERMS RELATING TO YOUR RECEIPT OF SERVICES:
If you receive a product from Zimm Media Agency, Inc. or a third-party Distributor, the following terms apply:
YOU AGREE THAT YOUR USE OF THE PRODUCT IS ENTIRELY AT YOUR OWN RISK. TO THE EXTENT ALLOWED BY APPLICABLE LAW, ZIMM MEDIA AGENCY, INC. HAS NO RESPONSIBILITY OR LIABILITY WHATSOEVER FOR ANY DAMAGES YOU MAY SUFFER AS A RESULT OF YOUR USE OF A ZIMM MEDIA AGENCY, INC. PRODUCT OR ANY THIRD-PARTY PRODUCTS YOU RECEIVE. ZIMM MEDIA AGENCY, INC. PRODUCTS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR GUARANTEE OF ANY KIND, EITHER EXPRESS OR IMPLIED. PLEASE SEE THE “WHAT ELSE DO I NEED TO KNOW” SECTION FOR ZIMM MEDIA AGENCY, INC’S COMPLETE WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY.
You understand and agree that Zimm Media Agency, Inc. is not a party to the relationship formed between you and a Distributor. You may use the Services to facilitate your receipt of a product from a Distributor, but Zimm Media Agency, Inc. is not (to the extent permitted by law) responsible for making sure the Distributor actually provides the product. We are also not responsible for or for mediating disputes between you and any Distributor. You understand and agree that we do not control the actions of any Distributor, and the Distributors and their employees are not our employees.
You and the Distributor you receive a product or other services from may choose to enter into a separate agreement, to which we are not a party and aren’t responsible for enforcing (an “Outside Agreement”). We are not responsible in any way for Outside Agreements; if you choose to enter into an Outside Agreement, it must not, in any manner, conflict with any of the terms herein.
WILL THE SERVICES EVER CHANGE?
We’re always trying to improve the Services, so they may change over time. We may suspend or discontinue any part of the Services, or we may introduce new features or impose limits on certain features or restrict access to all or parts of the Services. We will try to give you notice when we make a material change to the Services that would adversely affect you, but that won’t always be practical. Similarly, we reserve the right to remove any Content (as defined below) from the Services at any time, for any reason (including, but not limited to, if someone alleges you contributed that Content in violation of these Terms), in our sole discretion, and without notice.
WILL THESE TERMS EVER CHANGE?
As we discussed above, we are constantly trying to improve our Services. As such, we may need to change these Terms along with the Services. We reserve the right to change the Terms at any time, however, if we materially change these Terms, we will notify you.
If you don’t agree with the new Terms, you do not have to agree to them. However, if you do not agree to the new Terms, you will no longer have the right to use the Services. If you do use the Services after a change to the Terms is effective, it means you agree to the new Terms.
Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.
WHAT ABOUT MY DATA AND THE PRIVACY OF THAT DATA?
YOUR USE OF THE SERVICES IS SUBJECT TO THE FOLLOWING RESTRICTIONS:
You represent, warrant, and agree that you will not contribute any Content or User Submission (each of those terms is defined below) or otherwise use the Services or interact with the Services in a manner that:
(a) Infringes or violates the intellectual property rights or any other rights of anyone else (including Zimm Media Agency, Inc.);
(b) Violates any law or regulation, including, without limitation, any applicable export control laws;
(c) Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
(d) Jeopardizes the security of Zimm Media Agency, Inc.;
(e) Violates the security of any computer network, or cracks any passwords or security encryption codes;
(f) Runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or are activated while you are not
logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing an unreasonable load on the Services’ infrastructure);
(g) “Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating to the Services or Content (through use of manual or automated means);
(h) Copies or stores any significant portion of the Content;
(i) Decompiles, reverse engineers, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Services.
If you violate any of the above requirements or limitations, Zimm Media Agency, Inc. will have the right to immediately suspend or terminate your access to and use of the Services, without notice.
WHAT ARE MY RIGHTS REGARDING THE SERVICES?
The materials and content displayed, performed, or available on or through the Services, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, User Materials (as defined below), and other materials (collectively the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Services, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content, or (ii) in a way that violates someone else’s (including Zimm Media Agency, Inc’s) rights.
You understand that Zimm Media Agency, Inc. owns the Services. You agree that you won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), create derivative works based on, or otherwise exploit any of the Services.
The Services may allow you to copy or download certain Content; please remember that just because this functionality exists, doesn’t mean that all the restrictions above don’t apply, they still apply!
DO I HAVE TO GRANT ANY LICENSES TO ZIMM MEDIA AGENCY, INC. OR TO OTHER USERS?
By uploading any User Submissions in any way, you represent and warrant that you have all rights necessary to upload such User Submissions and to grant Zimm Media Agency, Inc. the licenses set forth herein with respect to such User Submissions.
For all User Materials, you hereby grant Zimm Media Agency, Inc. a license to use, translate, modify (for technical purposes, for example making sure your content is viewable on Windows, iOS and Android devices as well as a computer) and reproduce and otherwise act with respect to such User Materials, in each case to enable us to provide and operate the Services, as described in more detail below. For all Results, you hereby grant Zimm Media Agency, Inc. a license to use, translate, modify, reproduce, create derivative works of, distribute, and otherwise act with respect to such Results for any purpose. In addition, you hereby grant Zimm Media Agency, Inc. a royalty-free, perpetual, sub-licensable, irrevocable, and worldwide license to use all User Materials in anonymized and aggregated form for any purpose, provided that any such use does not identify you individually (for example, to provide aggregated trend data, or to improve our Services). The preceding are licenses only – your ownership in User Materials is not affected.
If you store any User Submissions in your own personal Services account, in a manner that is not viewable by any other user except you (a “Personal User Submission”), you grant Zimm Media Agency, Inc. the license above, as well as a license to display, perform, and distribute your Personal User Submission for the sole purpose of making that Personal User Submission accessible to you and providing the Services.
If you share any User Materials in a manner that only certain individuals, or entities specified by you (“Specified Users”) can view (for example, sharing your Results with an individual or entity of your choice) (a “Limited Audience User Material”), then you grant Zimm Media Agency, Inc. the licenses above, as well as a license to display, perform, and distribute your Limited Audience User Material for the sole purpose of making that Limited Audience User Material accessible to such other Specified Users, and providing the Services necessary to do so. Also, you grant such Specified Users a license to access that Limited Audience User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Services. If you share any User Material publicly on the Services and/or in a manner that more than just you or Specified Users can view (for example, sharing your Results in a public forum, leaderboard, or the like), or if you provide us (in a direct email or otherwise) with any feedback, suggestions, improvements, enhancements, and/or feature requests relating to the Services (each of the foregoing, a “Public User Material”), then you grant Zimm Media Agency, Inc. the licenses above, as well as a license to display, perform, and distribute your Public User Material for the purpose of making that Public User Material accessible to all the Services’ users (and other users of the Services) and providing the Services necessary to do so, as well as all other rights necessary to use and exercise all rights in that Public User Material in connection with the Services. Also, you grant all other users of the Services a license to access such Public User Material, and to use and exercise all rights in it, as permitted by the functionality of the Services.
You agree that all the licenses you grant are royalty-free, perpetual, sublicenseable, irrevocable, and worldwide, provided that when you delete your account related to the Service, we will stop displaying your User Materials (other than Public User Materials, which may remain fully available) to other users (if applicable), but you understand and agree that it may not be possible to completely delete that content from Zimm Media Agency, Inc’s records, and that your User Materials may remain viewable elsewhere to the extent that they were copied or stored by other users.
Finally, you understand and agree that Zimm Media Agency, Inc., in performing the required technical steps to provide the Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.
WHAT IF I SEE SOMETHING ON THE SERVICES THAT INFRINGES MY COPYRIGHT?
You may have heard of the Digital Millennium Copyright Act (the “DMCA”), as it relates to online service providers, like Zimm Media Agency, Inc. being asked to remove material that allegedly violates someone’s copyright. We respect others’ intellectual property rights, and we reserve the right to delete or disable Content alleged to be infringing, and to terminate the accounts of repeat alleged infringers. In accordance with the Digital Millennium Copyright Act of 1998, Zimm Media Agency, Inc. will respond expeditiously to claims of copyright infringement concerning Zimm Media Agency, Inc. website (the “Site”) if such claims are reported to Zimm Media Agency, Inc’s Designated Copyright Agent identified in the sample notice below. If you are a copyright owner, authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through the Site by completing the following DMCA Notice of Alleged Infringement and delivering it to Zimm Media Agency, Inc’s Designated Copyright Agent. Upon receipt of Notice as described below, Zimm Media Agency, Inc. will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from the Site.
DMCA NOTICE OF ALLEGED INFRINGEMENT (“NOTICE”)
Deliver this Notice, with all items completed, to Zimm Media Agency, Inc. at firstname.lastname@example.org.
WHO IS RESPONSIBLE FOR WHAT I SEE AND DO ON THE SERVICES?
Any information or content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such content originated, and you access all such information and content at your own risk, and we aren’t liable for any errors or omissions in that information or content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the Services. We can’t guarantee the identity of any users with whom you interact in using the Services and are not responsible for which users gain access to the Services.
You are responsible for all Content you contribute, in any manner, to the Services, and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it. You will keep all your registration information accurate and current. You are responsible for all your activity in connection with the Services.
Zimm Media Agency, Inc. has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third party that you interact with through the Services. In addition, Zimm Media Agency, Inc. will not and cannot monitor, verify, censor or edit the content of any third-party site or service. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service.
Your interactions with organizations and/or individuals found on or through the Services, including delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that Zimm Media Agency, Inc. is not responsible or liable for any loss or damage of any sort incurred as the result of your dealings with any third-party, including any other registered user of the Services. Sharing of your personal data with a third-party is solely at your own risk.
If there is a dispute between participants on this site, or between users and any third-party, you agree that Zimm Media Agency, Inc. is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release Zimm Media Agency, Inc., its officers, employees, agents, and successors from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or our Services.
DO THE SERVICES COST ANYTHING?
The Services are currently free, but we reserve the right to charge for certain or all Services in the future. We will notify you before any Services you are then using begin carrying a fee, and if you wish to continue using such Services, you must pay all applicable fees for such Services.
WHAT IF I WANT TO STOP USING ZIMM MEDIA AGENCY, INC’s SERVICES?
Zimm Media Agency, Inc. is also free to terminate (or suspend access to) your use of the Services (or your account, if applicable), for any reason in our discretion, including your breach of these Terms. Zimm Media Agency, Inc. has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.
Account termination may result in destruction of any Content associated with your account or profile, so keep that in mind before you decide to terminate your account. We will try to provide advance notice to you prior to our terminating your account so that you are able to retrieve any important User Materials you may have stored in your account (to the extent allowed by law and these Terms), but we may not do so if we determine it would be impractical, illegal, not in the interest of someone’s safety or security, or otherwise harmful to the rights or property of Zimm Media Agency, Inc.
If you have deleted your account by mistake or User Materials, contact us immediately at email@example.com – we will try to help, but unfortunately, we can’t promise that we can recover or restore anything.
Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and terms regarding disputes between us.
WHAT ELSE DO I NEED TO KNOW?
THE TERMS BELOW INCLUDE IMPORTANT TERMS RELATING TO DISCLAIMERS OF WARRANTY, ZIMM MEDIA AGENCY, INC’S LIMITATION OF LIABILITY, AND YOUR INDEMNIFICATION OF ZIMM MEDIA AGENCY, INC, AMONG OTHER IMPORTANT TERMS, PLEASE READ THEM CAREFULLY.
Neither Zimm Media Agency, Inc. nor its licensors or suppliers make any representations or warranties concerning any content contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Services. We (and our licensors and suppliers) make no representations or warranties regarding suggestions or recommendations of services or products offered through the Services. Products and services offered (whether or not following such recommendations and suggestions) through the Services are provided “AS IS” and without any warranty of any kind from Zimm Media Agency, Inc. or others (unless, with respect to such others only, provided expressly and unambiguously in writing by a designated third party for a specific product). THE SERVICES AND CONTENT ARE PROVIDED BY ZIMM MEDIA AGENCY, INC. (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Limitation of Liability
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ZIMM MEDIA AGENCY, INC. (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BY YOU TO ZIMM MEDIA AGENCY, INC. IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL, OR (D) ANY MATTER RELATING TO THE DISTRIBUTORS OR ZIMM MEDIA AGENCY, INC. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, AS SUCH, SOME OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
You agree to indemnify and hold Zimm Media Agency, Inc., its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of the Services (including any actions taken by a third party using your account), and (b) your violation of these Terms. In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).
You may not assign, delegate or transfer these Terms or your rights or obligations hereunder, or your Services account, in any way (by operation of law or otherwise) without Zimm Media Agency, Inc’s prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.
Choice of Law; Arbitration
These Terms are governed by and will be construed under the laws of the Province of Nova Scotia. Canada. Any dispute arising from or relating to the subject matter of these Terms (whether brought against Zimm Media Agency, Inc. or against any director, officer, or employee of Zimm Media Agency, Inc. in his or her personal capacity) shall be finally settled in the Province of Nova Scotia, Canada. For all purposes of these Terms, the parties consent to exclusive jurisdiction and venue in the provincial or federal courts located in, respectively, Province of Nova Scotia, Canada. Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted.
YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND ZIMM MEDIA AGENCY, INC. ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services, provided that Zimm Media Agency, Inc. may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Terms is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Terms shall otherwise remain in full force and effect and enforceable. You and Zimm Media Agency, Inc. agree that these Terms are the complete and exclusive statement of the mutual understanding between you and Zimm Media Agency, Inc., and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Zimm Media Agency, Inc., and you do not have any authority of any kind to bind Zimm Media Agency, Inc. in any respect whatsoever. You and Zimm Media Agency, Inc. agree there are no third-party beneficiaries intended under these Terms.