Terms of Service
Hello, and welcome to the Zimrii Terms and Conditions of Use (“Terms”). The Terms you see below are important because they:
- Outline your legal rights on Zimrii
- Explain the rights you give to us when you use Zimrii
- Describe the rules everyone needs to follow when using Zimrii
- Contain a class action waiver and an agreement on how to resolve any disputes that may arise by arbitration
Please read these Terms carefully.
Thanks for choosing Zimrii (“Zimrii,” “we,” “us,” “our”). Zimrii provides personalised services with social and interactive features for music fan engagement, offering of rewards and crowdfunding features and other content as well as other products and services that may be developed from time to time. By signing up or otherwise using any of these Zimrii services, including all associated features and functionalities, websites and user interfaces, as well as all content and software applications associated with our services (collectively, the “Zimrii Service” or “Service”), or accessing any music, videos or other content or material that is made available through the Service (the “Content”) you are entering into a binding contract with the Zimrii entity indicated in Section 25 (Contact us).
Your agreement with us includes these Terms and any additional terms that you agree to, as discussed in the Entire Agreement section below, other than terms with any third parties (collectively, the “Agreements”). The Agreements include terms regarding future changes to the Agreements, export controls, automatic renewals, limitations of liability, privacy, waiver of class actions, and resolution of disputes by arbitration instead of in court. If you wish to review the terms of the Agreements, the current effective version of the Agreements can be found on Zimrii’s website. You acknowledge that you have read and understood the Agreements, accept these Agreements, and agree to be bound by them. If you don’t agree with (or cannot comply with) the Agreements, then you may not use the Zimrii Service or access any Content.
In order to use the Zimrii Service and access any Content, you need to (1) meet the age requirements in the chart below, (2) have the power to enter a binding contract with us and not be barred from doing so under any applicable laws, and (3) reside in a country where Service is available. You also promise that any registration information that you submit to Zimrii is true, accurate, and complete, and you agree to keep it that way at all times. You must be 18 years or older in order to use the Zimrii service.
2 Changes to the Agreements
Occasionally we may make changes to the Agreements for valid reasons, such as improving the existing functions or features or adding new functions or features to the Service, implementing advancements in science and technology, and reasonable technical adjustments to the Service, ensuring the operability or the security of the Service, and for legal or regulatory reasons. When we make material changes to the Agreements, we’ll provide you with notice as appropriate under the circumstances, e.g., by displaying a prominent notice or seeking your agreement within the Service or by sending you an email. In some cases, we will notify you in advance, and your continued use of the Service after the changes have been made will constitute your acceptance of the changes. Please therefore make sure you read any such notice carefully. If you do not wish to continue using the Service under the new version of the Agreements, you may terminate your account by contacting us.
3 Enjoying Zimrii
Here’s some information about all the ways you can enjoy Zimrii.
3.1 Service Options
You can find a description of our Service options on our website, and we will explain which Service options are available to you when you create a Zimrii account. Certain options are provided to you free-of-charge. The Zimrii Service that does not require payment is currently referred to as the “Free Service.” Other options require payment before you can access them (the “Paid Subscriptions”). We may also offer special promotional plans, memberships, or services, including offerings of third-party products and services in conjunction with or through the Zimrii Service. We are not responsible for the products and services provided by such third parties. We reserve the right to modify, terminate or otherwise amend our offered subscription plans and promotional offerings at any time in accordance with these Terms.
From time to time, we or others on our behalf may offer trials of Paid Subscriptions for a specified period without payment or at a reduced rate (a “Trial”). Zimrii may determine your eligibility for a Trial, and withdraw or modify a Trial at any time without prior notice and with no liability, to the extent permitted under applicable law.
For some Trials, we’ll require you to provide your payment details to start the Trial. By providing such details you agree that we may automatically begin charging you for the Paid Subscription on the first day following the end of the Trial on a recurring monthly basis or another interval that we disclose to you in advance. IF YOU DO NOT WANT THIS CHARGE, YOU MUST CANCEL THE APPLICABLE PAID SUBSCRIPTION BEFORE THE END OF THE TRIAL IF YOU SIGNED UP FOR THE TRIAL THROUGH ZIMRII, OR IF YOU RECEIVED YOUR TRIAL THROUGH A THIRD PARTY, YOU MUST CANCEL THE APPLICABLE PAID SUBSCRIPTION THROUGH THE THIRD PARTY.
4 Payments, cancellations, and cooling off
You may purchase a Paid Subscription directly from Zimrii or through a third party either by (1) paying a subscription fee in advance on a monthly basis or some other recurring interval disclosed to you prior to your purchase; or (2) pre-payment giving you access to the Zimrii Service for a specific time period (“Pre-Paid Period”).
Zimrii may change the price for the Paid Subscriptions, including recurring subscription fees, the Pre-Paid Period (for periods not yet paid), or Codes, from time to time and will communicate any price changes to you in advance and, if applicable, how to accept those changes. Price changes will take effect at the start of the next subscription period following the date of the price change. Subject to applicable law, you accept the new price by continuing to use the Zimrii Service after the price change takes effect. If you do not agree with a price change, you have the right to reject the change by unsubscribing from the Paid Subscription prior to the price change going into effect.
If you register for a Paid Subscription, you may change your mind for any or no reason and receive a full refund of all monies paid within fourteen (14) days starting from the day you sign-up for the relevant service (the “Cooling-off Period”) in accordance with the following:
- If you sign up for a Trial, you agree that the Cooling-off Period for the Paid Subscription for which you are receiving a Trial ends fourteen (14) days after you start the Trial. If you don’t cancel the Paid Subscription before the Trial ends, you lose your right of withdrawal and authorize Zimrii to automatically charge you the agreed price each month until you cancel the Paid Subscription.
- If you purchase a Paid Subscription with no Trial, you authorize Zimrii to charge you automatically each month until you cancel. You agree that the Cooling-off Period is available for fourteen (14) days after your purchase but is lost once you use the Zimrii Service during that period.
4.2 Renewal; Cancellation
The Paid Subscription will automatically renew at the end of the applicable subscription period, unless you cancel your Paid Subscription before the end of the then-current subscription period if you purchased the Paid Subscription through Zimrii. The cancellation will take effect the day after the last day of the current subscription period, and you will be downgraded to the Free Service. If you purchased your Paid Subscription through Zimrii and you cancel your payment or Paid Subscription and/or terminate any of the Agreements (1) after the Cooling-off Period is over (where applicable), or (2) before the end of the current subscription period, we will not refund any subscription fees already paid to us. If you wish to receive a full refund of all monies paid to Zimrii before the Cooling-off Period is over, you must contact Customer Support. When we process any refund, we will refund amounts using the method you used for payment.
5 Using our service
The Zimrii Service and the Content are the property of Zimrii or Zimrii’s licensors. We grant you limited, non-exclusive, revocable permission to make use of the Zimrii Service, and limited, non-exclusive, revocable permission to make personal, non-commercial use of the Content (collectively, “Access”). This Access shall remain in effect until and unless terminated by you or Zimrii. You promise and agree that you are using the Zimrii Service and Content for your own personal, non-commercial use and that you will not redistribute or transfer the Zimrii Service or the Content.
The Zimrii software applications and the Content are not sold or transferred to you, and Zimrii and its licensors retain ownership of all copies of the Zimrii software applications and Content even after installation on your personal computers, mobile handsets, tablets, wearable devices, and/or other devices (“Devices”).
All Zimrii trademarks, service marks, trade names, logos, domain names, and any other features of the Zimrii brand (“Zimrii Brand Features”) are the sole property of Zimrii or its licensors. The Agreements do not grant you any rights to use any Zimrii Brand Features whether for commercial or non-commercial use.
You agree to abide by our User guidelines and not to use the Zimrii Service, the Content, or any part thereof in any manner not expressly permitted by the Agreements. Except for the rights expressly granted to you in the Agreements, Zimrii grants no right, title, or interest to you in the Zimrii Service or Content.
Third party software (for example, open source software libraries) included in the Zimrii Service are made available to you under the relevant third party software library’s license terms as published in the help or settings section of our desktop and mobile client and/or on our website.
6 Third Party Applications and Devices
The Zimrii Service is integrated with or may otherwise interact with third party applications, websites, and services (“Third Party Applications”) and third party Devices to make the Zimrii Service available to you. These Third Party Applications and Devices may have their own terms and conditions of use and privacy policies and your use of these Third Party Applications and Devices will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that Zimrii does not endorse and is not responsible or liable for the behavior, features, or content of any Third Party Application or Device or for any transaction you may enter into with the provider of any such Third Party Applications and Devices, nor does Zimrii warrant the compatibility or continuing compatibility of the Third Party Applications and Devices with the Service.
7 User-Generated Content
Zimrii users may post, upload, or otherwise contribute content to the Service (which may include, for example, pictures, text, messages, information, playlist titles, descriptions and compilations, and/or other types of content) (“User Content”). For the avoidance of doubt, “User Content” includes any such content posted to the Zimrii Support Community as well as any other part of the Zimrii Service.
You promise that, with respect to any User Content you post on Zimrii, (1) you own or have the right to post such User Content, and (2) such User Content, or its use by Zimrii as contemplated by the Agreements, does not violate the Agreements or any other rights set forth within the User guidelines, applicable law, or the intellectual property, publicity, personality, or other rights of others or imply any affiliation with or endorsement of you or your User Content by Zimrii or any artist, band, label, entity or individual without express written consent from Zimrii or such individual or entity.
Zimrii may, but has no obligation to, monitor, review, or edit User Content. In all cases, Zimrii reserves the right to remove or disable access to any User Content for any or no reason, including User Content that, in Zimrii’s sole discretion, violates the Agreements. Zimrii may take these actions without prior notification to you or any third party. Removal or disabling of access to User Content shall be at our sole discretion, and we do not promise to remove or disable access to any specific User Content.
You are solely responsible for all User Content that you post. Zimrii is not responsible for User Content nor does it endorse any opinion contained in any User Content. YOU AGREE THAT IF ANYONE BRINGS A CLAIM AGAINST ZIMRII RELATED TO USER CONTENT THAT YOU POST, THEN, TO THE EXTENT PERMISSIBLE UNDER LOCAL LAW, YOU WILL INDEMNIFY AND HOLD ZIMRII HARMLESS FROM AND AGAINST ALL DAMAGES, LOSSES, AND EXPENSES OF ANY KIND (INCLUDING REASONABLE ATTORNEY FEES AND COSTS) ARISING OUT OF SUCH CLAIM.
8 Rights you grant us
In consideration for the rights granted to you under the Agreements, you grant us the right to (1) allow the Zimrii Service to use the processor, bandwidth, and storage hardware on your Device in order to facilitate the operation of the Service, (2) to provide advertising and other information to you, and (3) to allow our business partners to do the same. In any part of the Zimrii Service, the Content you access, including its selection and placement, may be influenced by commercial considerations, including Zimrii’s agreements with third parties. Some Content licensed by, provided to, created by or otherwise made available by Zimrii (e.g. podcasts) may contain advertising as part of the Content. The Zimrii Service makes such Content available to you unmodified.
If you provide feedback, ideas, or suggestions to Zimrii in connection with the Zimrii Service or Content (“Feedback”), you acknowledge that the Feedback is not confidential and you authorize Zimrii to use that Feedback without restriction and without payment to you. Feedback is considered a type of User Content.
You grant Zimrii a non-exclusive, transferable, sub-licensable, royalty-free, perpetual (or, in jurisdictions where this is not permitted, for a term equal to the duration of the Agreements plus twenty (20) years), irrevocable, fully paid, worldwide license to use, reproduce, make available to the public (e.g. perform or display), publish, translate, modify, create derivative works from, and distribute any of your User Content in connection with the Service through any medium, whether alone or in combination with other Content or materials, in any manner and by any means, method or technology, whether now known or hereafter created. Aside from the rights specifically granted herein, you retain ownership of all rights, including intellectual property rights, in the User Content. Where applicable and permitted under applicable law, you also agree to waive and not enforce any “moral rights” or equivalent rights, such as your right to be identified as the author of any User Content, including Feedback, and your right to object to derogatory treatment of such User Content.
9 User guidelines
Zimrii respects intellectual property rights and expects you to do the same. We’ve established a few ground rules for you to follow when using the Service, to make sure Zimrii stays enjoyable for everyone. You must follow these rules and should encourage other users to do the same. The following is not permitted for any reason whatsoever:
- copying, redistributing, reproducing, “ripping,” recording, transferring, performing or displaying to the public, broadcasting, or making available to the public any part of the Zimrii Service or the Content, or otherwise making any use of the Zimrii Service or the Content which is not expressly permitted under the Agreements or applicable law or which otherwise infringes the intellectual property rights (such as copyright) in the Zimrii Service or the Content or any part of it;
- using the Zimrii Service to import or copy any local files that you do not have the legal right to import or copy in this way;
- transferring copies of cached Content from an authorized Device to any other Device via any means;
- reverse-engineering, decompiling, disassembling, modifying, or creating derivative works of the Zimrii Service, Content or any part thereof except to the extent permitted by applicable law. [If applicable law allows you to decompile any part of the Zimrii Service or the Content where required in order to obtain the information necessary to create an independent program that can be operated with the Zimrii Service or with another program, the information you obtain from such activities (a) may only be used for the foregoing objective, (b) may not be disclosed or communicated without Zimrii’s prior written consent to any third party to whom it is not necessary to disclose or communicate in order to achieve that objective, and (c) may not be used to create any software or service that is substantially similar in its expression to any part of the Zimrii Service or the Content];
- circumventing any technology used by Zimrii, its licensors, or any third party to protect the Content or the Service;
- selling, renting, sublicensing, or leasing of any part of the Zimrii Service or the Content;
- circumventing any territorial restrictions applied by Zimrii or its licensors;
- removing or altering any copyright, trademark, or other intellectual property notices contained on the Content or the Service or provided through the Service (including for the purpose of disguising or changing any indications of the ownership or source of any Content);
- circumventing or blocking advertisements in the Zimrii Service, or creating or distributing tools designed to block advertisements in the Zimrii Service
- providing your password to any other person or using any other person’s username and password;
- “crawling” the Zimrii Service or otherwise using any automated means (including bots, scrapers, and spiders) to view, access, or collect information from Zimrii or the Zimrii Service;
- artificially promoting Content by automated means or otherwise.
Please respect Zimrii, the owners of the Content, and other users of the Zimrii Service. Don’t engage in any activity, post any User Content, or register and/or use a username, which is or includes material that:
- is offensive, abusive, defamatory, pornographic, threatening, or obscene;
- is illegal, or intended to promote or commit an illegal act of any kind, including violations of intellectual property rights, privacy rights, or proprietary rights of Zimrii or a third party;
- includes your password or purposely includes any other user’s password or purposely includes personal data of third parties or is intended to solicit such personal data;
- includes malicious content such as malware, Trojan horses, or viruses, or otherwise interferes with any user’s access to the Service;
- is intended to or does harass or bully other users;
- impersonates or misrepresents your affiliation with another user, person, or entity, or is otherwise fraudulent, false, deceptive, or misleading;
- involves the transmission of unsolicited mass mailings or other forms of spam (“spam”), junk mail, chain letters, or similar;
- involves commercial or sales activities, such as advertising, promotions, contests, sweepstakes, or pyramid schemes, that are not expressly authorized by Zimrii;
- links to, references, or otherwise promotes commercial products or services, except as expressly authorized by Zimrii;
- interferes with or in any way disrupts the Zimrii Service, tampers with, breaches, or attempts to probe, scan, or test for vulnerabilities in the Service or Zimrii’s computer systems, network, usage rules, or any of Zimrii’s security components, authentication measures or any other protection measures applicable to the Service, the Content or any part thereof; or
- conflicts with the Agreements, as determined by Zimrii.
You acknowledge and agree that posting any User Content that violates these User guidelines (or that Zimrii reasonably believes violates these User guidelines) may result in immediate termination or suspension of your Zimrii account. You also agree that Zimrii may reclaim your username where it is reasonable for us to do so, including if you have violated the Agreements.
Please be thoughtful about how you use the Zimrii Service and what you share. The Zimrii Service includes social and interactive features, including the ability to post User Content, share content, and make certain information about you public. Remember that shared or publicly available information may be used and re-shared by other users on Zimrii or across the web, so please use Zimrii carefully and be mindful of your account settings. Zimrii has no responsibility for your choices to post material on the Service.
Your password protects your user account, and you are solely responsible for keeping your password confidential and secure. You understand that you are responsible for all use (including any unauthorized use) of your username and password on the Service. If your username or password is lost or stolen, or if you believe there has been unauthorized access to your account by a third party, you must notify us immediately and change your password as soon as possible.
10 Infringement and reporting User Content
Zimrii respects the rights of intellectual property owners. If you believe that any Content infringes your intellectual property rights or other rights, please contact us. If Zimrii is notified by a copyright holder, using the forms provided by Zimrii, that any Content infringes a copyright, Zimrii may in its sole discretion remove such Content from the Service, or take other steps that Zimrii deems appropriate, without prior notification to the user or other party who supplied or posted that Content. If such user or other party believes that the Content is not infringing, he or she may in certain circumstances submit a counter-notification to Zimrii with a request to restore the removed content, which Zimrii may or may not honor, in Zimrii’s sole discretion.
If you believe that any Content does not comply with the User guidelines, please contact us
11 Service limitations and modifications
Zimrii will make reasonable efforts to keep the Zimrii Service operational. However, certain technical difficulties, maintenance or testing, or updates required to reflect changes in relevant laws and regulatory requirements, may, from time to time, result in temporary interruptions. Zimrii reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Zimrii Service, with advance notice where possible, all without liability to you, except where prohibited by law, for valid reasons such as in case of genuine interruption, modification, or discontinuation of the Zimrii Service or any function or feature thereof, or need to repair, maintain or improve the existing functions or features, or to add new functions or features to the Service, or to implement advancements in science and technology or ensure the operability or the security of the Service, legal and regulatory reasons.
12 Distribution of Rewards
If you establish a reward on the platform, which a user subsequently purchases, then its the responsibility of the music artist to distribute the reward to the music fan according to the reward category i.e physical item or digital item. The music artist is responsible for appropriate postage and other distribution costs
13 Zimrii Support Community
The Zimrii Support Community is a place for discussions and exchange of information, tips, and other materials related to the Zimrii Service. By using the Zimrii Support Community you agree to the Community Terms.
14 Customer support
For customer support with account-related and payment-related questions (“Customer Support Queries”), please submit a ticket to our Customer Service department using the Customer Service contact form on the About Us section of our website. We will use reasonable endeavours to respond to all Customer Support Queries within a reasonable time frame but we make no promises that any Customer Support Queries will be responded to within any particular time frame and/or that we will be able to answer any such queries.
15 Export control
Zimrii’s products may be subject to U.S. export and re-export control laws and regulations or similar laws applicable in other jurisdictions, including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control (“OFAC”), and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State. You warrant that you are (1) not located in any country to which the United States has embargoed goods or has otherwise applied any economic sanctions; and (2) not a denied party as specified in any applicable export or re-export laws or regulations or similar laws applicable in other jurisdictions.
You agree to comply with all applicable export and reexport control laws and regulations, including the EAR, trade and economic sanctions maintained by OFAC, and the ITAR. Specifically, you agree that you shall not – directly or indirectly – sell, export, reexport, transfer, divert, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from Zimrii under the Agreements to any destination, entity, or person prohibited by any applicable laws or regulations of the United States or any other jurisdiction without obtaining prior authorization from the competent government authorities as required by those laws and regulations.
16 Term and termination
The Agreements will continue to apply to you until terminated by either you or Zimrii. However, you acknowledge and agree that the perpetual license granted by you in relation to User Content, including Feedback, is irrevocable and will therefore continue after expiry or termination of any of the Agreements for any reason. Zimrii may terminate the Agreements or suspend your access to the Zimrii Service at any time, including in the event of your actual or suspected unauthorised use of the Zimrii Service and/or Content, non-compliance with the Agreements, or if we withdraw Services and/or Content (in which case we shall provide you reasonable notice in advance of doing so). If you or Zimrii terminate the Agreements, or if Zimrii suspends your access to the Zimrii Service, you agree that Zimrii shall have no liability or responsibility to you, and Zimrii will not refund any amounts that you have already paid, to the fullest extent permitted under applicable law. You may terminate the Agreements at any time. To learn how to terminate your Zimrii account, please contact us through the Customer Service contact form which is available on our About Us page. This section will be enforced to the extent permissible by applicable law.
Sections 7, 8, 9, 11, 15, 16, 17, 18, 19, 20, 21, 22, 23, and 24 herein, as well as any other sections of the Agreements that, either explicitly or by their nature, must remain in effect even after termination of the Agreements, shall survive termination.
17 Warranty disclaimer
YOU UNDERSTAND AND AGREE THAT THE ZIMRII SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. Zimrii AND ALL OWNERS OF THE CONTENT MAKE NO REPRESENTATIONS AND DISCLAIM ANY WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NEITHER Zimrii NOR ANY OWNER OF CONTENT WARRANTS THAT THE ZIMRIISERVICE IS FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. IN ADDITION, Zimrii MAKES NO REPRESENTATION NOR DOES IT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY APPLICATIONS (OR THE CONTENT THEREOF), USER CONTENT, DEVICES OR ANY OTHER PRODUCT OR SERVICE ADVERTISED, PROMOTED OR OFFERED BY A THIRD PARTY ON OR THROUGH THE Zimrii SERVICE OR ANY HYPERLINKED WEBSITE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING AND ZIMRII IS NOT RESPONSIBLE OR LIABLE FOR ANY TRANSACTION BETWEEN YOU AND THIRD PARTY PROVIDERS OF THE FOREGOING.
NO ADVICE OR INFORMATION WHETHER ORAL OR IN WRITING OBTAINED BY YOU FROM ZIMRII SHALL CREATE ANY WARRANTY ON BEHALF OF ZIMRII. WHILE USING THE ZIMRII SERVICE, YOU MAY HAVE ACCESS TO EXPLICIT CONTENT FILTERING FEATURES, BUT USE OF THESE FEATURES MAY STILL RESULT IN SOME EXPLICIT CONTENT BEING SERVED AND YOU SHOULD NOT RELY ON SUCH FEATURES TO FILTER ALL EXPLICIT CONTENT.
WITHOUT LIMITING THE FOREGOING, NOTHING IN THIS SECTION SHALL HAVE THE EFFECT OF LIMITING ZIMRII’S LIABILITY IN THE EVENT OF TOTAL OR PARTIAL NON-PERFORMANCE OR INADEQUATE PERFORMANCE OF ITS ESSENTIAL OBLIGATIONS FOR PROVIDING THE SERVICE UNDER THE AGREEMENTS. THIS SECTION APPLIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
THIS SECTION DOES NOT AFFECT YOUR STATUTORY RIGHTS AS A CONSUMER.
YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE ZIMRII SERVICE IS TO UNINSTALL ANY ZIMRII SOFTWARE AND TO STOP USING THE ZIMRII SERVICE. YOU AGREE THAT ZIMRII HAS NO OBLIGATION OR LIABILITY ARISING FROM OR RELATED TO THIRD PARTY APPLICATIONS OR THE CONTENT THEREOF MADE AVAILABLE THROUGH OR IN CONNECTION WITH THE ZIMRII SERVICE, AND WHILE YOUR RELATIONSHIP WITH SUCH THIRD PARTY APPLICATIONS MAY BE GOVERNED BY SEPARATE AGREEMENTS WITH SUCH THIRD PARTIES, YOUR SOLE AND EXCLUSIVE REMEDY, AS WITH RESPECT TO ZIMRII, FOR ANY PROBLEMS OR DISSATISFACTION WITH THIRD PARTY APPLICATIONS OR THE CONTENT THEREOF, IS TO UNINSTALL AND/OR STOP USING ANY SUCH THIRD PARTY APPLICATIONS.
IN NO EVENT WILL ZIMRII, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS BE LIABLE FOR:
(1) ANY LOSS OR DAMAGE (INCLUDING ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY, DAMAGES) WHICH IS NOT FORESEEABLE. LOSS OR DAMAGE IS FORESEEABLE IF EITHER IT IS OBVIOUS THAT IT WILL HAPPEN OR IF, AT THE TIME THE CONTRACT WAS MADE, BOTH WE AND YOU KNEW IT MIGHT; (2) ANY: (A) LOSS OF USE; (B) LOSS OF DATA; (C) LOSS OF BUSINESS; (D) LOSS OF PROFITS; OR
(E) DAMAGE TO DEVICES, TO THE EXTENT YOU COULD HAVE AVOIDED SUCH DAMAGE BY FOLLOWING OUR ADVICE TO APPLY UPDATES TO THE SERVICES OR CONTENT OR IF SUCH DAMAGE IS CAUSED BY YOU FAILING TO CORRECTLY FOLLOW INSTALLATION INSTRUCTIONS OR HAVE IN PLACE THE MINIMUM SYSTEM REQUIREMENTS ADVISED BY US,
IN ALL CASES ARISING OUT OF THE USE OF OR INABILITY TO USE THE ZIMRII SERVICE, DEVICES, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER ZIMRII HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE;
(3) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE ZIMRII SERVICE, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT MORE THAN THE AMOUNTS PAID BY YOU TO ZIMRII DURING THE PRIOR TWELVE MONTHS IN QUESTION; OR
(4) NON-PERFORMANCE OR INADEQUATE PERFORMANCE OR DELAY TO THE OBLIGATIONS DERIVING FROM THE AGREEMENTS CAUSED BY FORCE MAJEURE OR ANY CAUSE WHICH IS NOT REASONABLY FORESEEABLE OR BEYOND ZIMRII’S REASONABLE CONTROL.
Nothing in the Agreements removes or limits Zimrii’s liability for fraud, fraudulent misrepresentation, death, or personal injury caused by its negligence, and, if required by applicable law, gross negligence.
THIS SECTION APPLIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. YOU MAY HAVE RIGHTS UNDER APPLICABLE LAW IN YOUR JURISDICTION WHICH PROVIDES FOR REMEDIES IN ADDITION TO THOSE SET OUT ABOVE.
19 Entire Agreement
Other than as stated in this section or as explicitly agreed upon in writing between you and Zimrii, the Agreements constitute all the terms and conditions agreed upon between you and Zimrii and supersede any prior agreements in relation to the subject matter of these Agreements, whether written or oral.
Please note, however, that certain aspects of your use of the Zimrii Service may be governed by additional agreements. That could include, for example, access to the Zimrii Service as a result of a gift card, free or discounted Trials, or together with other services. When you are presented with an offer for such aspects of your use, you will be presented with any related additional agreement, and you may have an opportunity to agree to additional terms. Some of those additional terms are listed on Zimrii’s website. To the extent that there is any irreconcilable conflict between any additional terms and these Terms, the additional terms shall prevail.
20 Severability, waiver, and interpretation
Unless as otherwise stated in the Agreements, should any provision of the Agreements be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Agreements, and the application of that provision shall be enforced to the extent permitted by law.
Any failure by Zimrii or any third party beneficiary to enforce the Agreements or any provision thereof shall not waive Zimrii’s or the applicable third party beneficiary’s right to do so.
As used in these Terms, the words “include” and “including,” and variations thereof, will be deemed to be followed by the words “without limitation.”
Zimrii may assign the Agreements, and any of its rights under the Agreements, in whole or in part, and Zimrii may delegate any of its obligations under the Agreements. You may not assign the Agreements, in whole or in part, nor transfer or sub-license your rights under the Agreements, to any third party.
You agree to indemnify and hold Zimrii harmless from and against all damages, losses, and expenses of any kind (including reasonable attorney fees and costs) arising out of or related to: (1) your breach of the Agreements or any one of them; (2) any User Content you post or otherwise contribute; (3) any activity in which you engage on or through the Zimrii Service; and (4) your violation of any law or the rights of a third party.
23 Choice of law, mandatory arbitration and venue
23.1 Governing Law / Jurisdiction
Unless otherwise required by a mandatory law of a member state of the European Union or any other jurisdiction, the Agreements (and any non-contractual disputes/claims arising out of or in connection with them) are subject to the laws of the state of NSW, Australia
Further, you and Zimrii agree to the jurisdiction of the courts noted above to resolve any dispute, claim, or controversy that arises in connection with the Agreements (and any non-contractual disputes/claims arising out of or in connection with them).
23.2 CLASS ACTION WAIVER
WHERE PERMITTED UNDER THE APPLICABLE LAW, YOU AND ZIMRII AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and Zimrii agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.
24 Contact us
Thank you for reading our Terms. We hope you enjoy Zimrii!
Contracting entity: Cartouchan Pty Ltd
Suite 1A Level 2
802 Pacific Highway
Gordon NSW 2072