Please read these terms and conditions (the ‘agreement’) entirely before using or receiving any services or products (as defined below) from Zibitweb (the ‘company’). For purposes of this Agreement, ‘you’ and ‘your’ means each individual end-user of the Company’s Services.
By registering for, using or receiving any of the Company’s Services, you:
- represent that you are 18 years of age or older;
- represent that you have the legal capacity and authority to bind yourself and/or the person or entity for whom you are entering into this Agreement;
- represent that you read and understand English and have read and understand this Agreement;
- represent, warrant and covenant that the information and data that you have provided or will provide to the Company is or will be correct and complete in all respects, and that you have the right to provide such information and data to the Company;
- acknowledge that the Company has and will rely upon the information and data that you provide and that any incorrect or incomplete information that you provide to the Company may result in the Company withholding, suspending or terminating the Services and/or terminating this Agreement;
- agree to be bound by this Agreement, as it may be updated by the Company from time to time in its sole discretion.
IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT OR CANNOT MAKE ANY OF THE FOREGOING REPRESENTATIONS, YOU ARE NOT PERMITTED TO USE OR RECEIVE ANY SERVICES FROM THE COMPANY.
This Agreement sets forth the terms and conditions upon which the Company agrees to provide the Services to you and the terms and conditions upon which you agree to use or receive the Services.
You acknowledge that portions of the Services may be subject to third party licenses, which may further affect your rights in the Services.
1. RIGHT TO APPLY SERVICES
For purposes of this Agreement, the term ‘Services’ means this website and any services that you may receive from the Company from time to time, including, without limitation, those Services identified on documentation (including, without limitation, documentation provided via email) provided by the Company from time to time in connection with such purchase and/or as set forth in greater detail on the Company’s website at www.zibitweb.com.
2. SERVICES DEFINED
You hereby acknowledge and agree that the Services provided to you by the Company will only cover the users and Computer Systems and Devices specifically registered with or otherwise authorized by the Company for use in connection with the Services and that the Company may discontinue any of the Services from time to time in its sole discretion.
3. YOUR RESPONSIBILITIES
3.1 Certain Obligations. In addition to your other obligations under this Agreement, you: agree to promptly notify the Company whenever your personal information changes; are solely responsible for all acts, omissions and use under, and charges incurred with, all of your accounts with the Company (including any secondary accounts or sub-accounts registered to one or more of your primary accounts), including, without limitation, all acts, omissions and use by persons other than you, with or without your permission; shall not resell the Services, use them for high volume purposes, use them as a virtual support center, as determined solely by Company, or engage in similar activities; shall only use the Services for the users and Computer Systems and Devices specifically registered with or otherwise authorized by the Company for use in connection with the Services; acknowledge that, depending on the type of Services purchased, Services provided for each additional user and/or Computer System and Device may incur separate and additional fees as identified on documentation (including, without limitation, documentation provided via email) provided by the Company from time to time and/or set forth on the Company’s website at www.zibitweb.com; shall at all times comply with the Company’s minimum system and hardware requirements, which the Company may change from time to time, and you acknowledge that the Company has the right to terminate this Agreement and the Services if you do not comply with the Company’s minimum system and hardware requirements or are abusive, mistreat Company agents and/or have commercially unreasonable/excessive requests for support; and agree that, in connection with your use of the Services and other activities related to this Agreement, you will (i) comply with all applicable local, state, national and international laws and regulations, (ii) not infringe the intellectual property or other rights of third parties, and (iii) not submit or otherwise transmit any material that is abusive, defamatory, obscene, infringing, threatening, repetitive or otherwise inappropriate, or that contains viruses or other harmful computer code or files such as Trojan horses, worms or time bombs.
3.2 User Data. In the course of using the Services, you may submit or otherwise provide data and other content (‘Content’) to the Company and/or any person or entity upon which the Company relies to host or provide any Licensed IP (as defined below), computer server, website or services on behalf of the Company (‘Third Party Provider’). You acknowledge and agree that you are responsible for any Content you submit or otherwise provide to the Company and/or a Third Party Provider. You also represent and warrant that you have obtained all necessary rights and licenses to any such Content.
3.3 Export. The Services, the Licensed IP and any related technical data or underlying information (collectively, the ‘Controlled Technology’) are subject to the export and import laws of Canada, the United States and other countries. You agree to comply with all export and import laws and regulations.
4. AVAILABILITY OF SERVICES
4.1 General Availability. You acknowledge that the Services may not be available at all times, and may not be available in the format generally marketed, and some Computer Systems and Devices may not be able to receive the Services even if initial testing shows that your connection was qualified or your computer environment was suitable. You acknowledge that the Services require high-speed Internet access and that it is your responsibility to ensure that you have adequate connectivity to the Internet.
4.2 Restrictions and Suspensions. You acknowledge and agree that the Company, its Third Party Providers and/or its licensors or other third parties may, at any time, without notice or liability, take actions which restrict the use of the Services or other Licensed IP or limit the time of availability of the Services or other Licensed IP (a) if your use of the Services puts an excessive burden on the Services or the Company’s network (as determined by the Company in its sole discretion); (b) in order to perform maintenance activities, make modifications to the Services or other Licensed IP, and to maintain session control; or (c) in the event of a denial of service attack or other attack on the Services or other Licensed IP or other event that the Company determines, in its sole discretion, may create a risk to the Services or other Licensed IP, to you, to any of our other customers, or to others.
4.3 Scheduling. For all Services that require scheduling a session with the Company, the Company will use efforts to schedule a mutually convenient Service session within a reasonable period of time. However, you acknowledge that circumstances outside of the Company’s control (for example, a large scale outbreak of a new computer virus), scheduling conflicts and/or other unforeseen circumstances may cause significant delays in the Company’s ability to schedule a Service session and/or to otherwise attend a scheduled Service session. In the event that such circumstances cause the Company to miss a scheduled Service Session, the Company will use efforts to re-schedule a mutually convenient Service session within a reasonable period of time.
5. FEES FOR SERVICES
5.1 Plans and Fees. You agree to pay the fees for the Services identified by the Company, including without limitation on documentation (including documentation provided via email) provided by the Company from time to time in connection with your purchase thereof and/or as set forth on the Company’s website at www.zibitweb.com, which fees are subject to change by the Company at any time in its sole discretion. You are responsible for all charges related to accessing the applicable Services, including all telephone and Internet access charges.
5.2 Provision of Services. The Company will exercise reasonable judgment in the manner with which it provides the Services. You acknowledge and agree that you are authorizing the Company to provide the Services in a manner the Company reasonably sees fit. If you need more specifics on how the Company’s provision of the Services aligns with your business needs, you must contact the Company.
7.1 Payment Method. You authorize the Company to permit its third party credit payment processing vendor to process all amounts owed to the Company under this Agreement. You will at all times maintain valid and current credit card information. If you terminate your credit card or elect to pay for the Services with a different credit card, or if you receive a new account number for your credit card, you shall immediately notify Company’s third party credit payment processing vendor of such termination or change.
7.2 Payment Obligations. You agree to pay all amounts owed to the Company under this Agreement, as well as any applicable taxes and other charges, when due.
7.3 Charges. The Company reserves the right to charge the amount owed by you under this Agreement to your credit card or bill you directly after the conclusion of the Services.
7.4 Late/Chargeback Fees; Attorneys’ Fees. For any amount (a) not paid to the Company when due; or (b) paid by you via credit card which (i) the credit card issuer (the ‘issuer’) later rejects or refuses to pay, or (ii) the Company is later required to reimburse the issuer (each, a ‘chargeback’), then in each case, the Company reserves the right to charge and you agree to pay, in addition to the amount not paid, rejected or refused, a fee of 10% of such amount, or the highest rate allowed under applicable law, whichever is lower, and to pay interest on the overdue amount at the rate of 1.5% per month, until paid in full. In addition, you agree to pay all collection costs, including reasonable attorney’s fees, incurred by the Company in collecting any amounts that you owe to the Company, whether incurred before or after civil litigation is commenced.
8. PERFORMANCE OF THE SERVICES
With respect to any claim that any of the Services were deficient, you must notify the Company within sixty (60) calendar days following the Company’s performance of such Services. If you fail to give the Company written notice of such deficiency within such 60-day period, the Company will not be required to remedy such deficiency. Provided that you give Company notice in accordance with this paragraph, the Company agrees to use all reasonable efforts to remedy such deficiency.
9. REFUND POLICY
Please see our Refund Policy located here: https://zibitweb.com/refund-policy/
10. TERM AND TERMINATION
10.1 Effective Date and Term. The initial term for Services will be based on the specific package you selected.
10.2 Termination by You. In the event that the Company breaches any provision of this Agreement, you agree to provide the Company with a right to cure the breach. The Company shall have the right to cure any breach within thirty (30) days following its receipt of written notice from you of such breach. If the Company is unable to reasonably remedy any breach of this Agreement and such breach substantially impairs your use of the Computer Systems and Devices specifically registered with or otherwise authorized by the Company for use in connection with the Services covered under this Agreement, you may terminate this Agreement upon written notice to the Company. In any such case, the Company’s liability to you shall be limited as specified in this Agreement.
10.3 Termination and/or Suspension by the Company. If, as determined by the Company in its sole discretion: (a) you breach any provision of this Agreement or any license for Third Party Software (as defined below); (b) your use of any of the Services is prohibited by law or is disruptive to, adversely impacts or causes a malfunction to any of the Services, the Company’s network, or the use and enjoyment of the Services by third parties; (c) the Company receives an order from a court to terminate the Services provided to you; (d) the Company for any reason ceases to offer any of the Services previously made available to you under this Agreement; or (e) you are abusing or otherwise misusing any of the Services, then, in any such case, the Company at its sole election may terminate this Agreement or suspend one or more of the Services immediately.
10.4 Terminated Account. The Company, in its sole discretion, may refuse to accept your request for Service, renewal or re-subscription following a termination or suspension of your use of any of the Services.
10.5 Effect of Termination. Upon the termination or expiration of your account or this Agreement for any reason, your right to use the Services and the Licensed IP (defined below) and your access to the Services (including any content you submit) shall immediately terminate, and you must immediately return all Licensed IP to the Company.
11. LICENSE TO ACCESS SOFTWARE AND THIRD PARTY SERVICES
11.1 Licensed IP. The Services (and all copyright and other proprietary or intellectual property rights), all software, CDs, programs, documentation and other intellectual property which is owned by the Company and/or which the Company makes available or furnishes to you pursuant to this Agreement, via download, other media, or other delivery method, and/or in connection with the provision of the Services, and all other rights and derivative works related thereto are referred to as the ‘Licensed IP.’ The Licensed IP may be accompanied by an end-user access license agreement or similar agreement from the Company. Your use of the Licensed IP is governed by the terms of such agreement and by this Agreement, where applicable. You may not install or use any Licensed IP that is accompanied by or includes an end-user access license agreement unless you first agree to the terms and conditions of the end-user access license agreement. With regard to any Licensed IP for which your acceptance of a separate license agreement is not required, the Company hereby grants to you one limited, non-exclusive, non-transferable, non-sub-licensable license to access and use the same, only during the term of this Agreement, solely for your own personal or internal business purposes with respect to the Computer Systems and Devices specifically registered with or otherwise authorized by the Company for use in connection with the Services subject to this Agreement, and only as part of or for use with the Services and for no other purpose. You agree not to copy, modify, publish, transmit, rent, license, re-sell, sublicense, transfer, trade, reverse engineer, decompile, disassemble, or attempt to derive source code or other intellectual property from the Company or allow others to use or benefit from any of the Licensed IP. You acknowledge and agree that you are not granted any title or rights of ownership in any of the Licensed IP. The Company reserves the right to update or change the Licensed IP from time to time and you agree to cooperate in performing such steps as may be necessary to install any updates or upgrades to the Licensed IP. All rights not expressly granted to you are expressly reserved by the Company and any Third Party Providers, licensors, and suppliers, as applicable. All software included within the Licensed IP is either a commercial product, produced entirely at private expense, copyrighted and owned by the Company or a third party provider or supplier, licensed to the Company or is otherwise proprietary to the Company.
11.2 Licensed IP Confidentiality and Ownership. You agree that the Licensed IP is confidential information of the Company or its Third Party Providers, licensors, or suppliers, and that you will not disclose the Licensed IP or any other confidential information of the Company to others or use the Licensed IP or any other confidential information except as expressly permitted herein. The Licensed IP contains copyrighted material, trade secrets, patents, and proprietary information owned by the Company or its Third Party Providers, licensors, or suppliers. You agree not to remove or alter any trademark, trade name, copyright or other proprietary notices, legends, symbols, or labels appearing on or in copies of any of the Licensed IP. You acknowledge that the license is not a sale of intellectual property and that the Company or its Third Party Providers, licensors, or suppliers will continue to own all right, title and interest, including but not limited to all copyright, patent, trademark, trade secret, and moral rights, to the Licensed IP and related documentation, as well as any corrections, updates and upgrades.
11.3 Third Party Software. As part of the Services, the Company may sublicense to you or suggest the acquisition, installation and use of certain Licensed IP that is third party software (the ‘Third Party Software’). You acknowledge that any Third Party Software will be sublicensed to you by the Company or licensed to you by the Third Party Provider that is the owner or licensee of the Third Party Software. You agree to be bound by and subject to the terms and conditions set forth by such Third Party Providers before installing Third Party Software, regardless of whether the Company sublicenses to you or assists you in the acquisition, installation, and/or use of Third Party Software. The Company has no rights to the Third Party Software and does not license Third Party Software to you except to the extent that the Company is a reseller or licensee of the Third Party Software. The Company does not make any representation or warranty regarding the Third Party Software.
11.4 Assistance and Support. The Company will provide technical assistance and support for the Licensed IP in accordance with its then current policies. To the extent that the Company provides technical assistance and support for any Third Party Software or equipment, you agree to comply with the terms and conditions under which you licensed such Third Party Software or purchased such equipment. The Company makes no representation or warranty that it is an authorized service provider for any Third Party Software or for any equipment, and you acknowledge and agree that it is your sole responsibility to determine if you require additional rights for the Company to provide such support and, if so, to acquire such rights.
12. INDEPENDENT CONTRACTOR
You acknowledge that the Company is an independent contractor and neither the Company nor any of its directors, officers, agents, employees, or affiliates is or shall be deemed employed by you. The Company reserves the right to determine the method, manner and means by which the Services will be performed. The Company and its directors, officers, agents, employees, and affiliates are not required to perform the Services for you during any particular hour of the day or night, and the time spent on providing service is at the Company’s discretion, subject to your access times and security requirements. You further acknowledge that the Company is not required to devote its full time or the full time of any of its directors, officers, agents, employees, or affiliates to the performance of the Services, and you acknowledge that the Company has other clients and that it offers Services to the general public. The order and sequence in which the Services are to be performed shall be under the control of the Company and its agents, employees and affiliates.
13. LIMITATIONS AND RISKS
13.1 Limitations of Liability. In no event shall the company or its agents, employees, affiliates, directors or officers or any third party providers, licensors or suppliers have any liability to you or any other third party, and you agree to release and hold the company and its agents, employees, affiliates, directors and officers and any third party providers, licensors and suppliers harmless from, any liability arising from (a) any delays in the performance of the services; (b) any third party software; (c) the performance of the services, except and only to the extent that the company is grossly negligent in performing the services; or (d) consequential, exemplary, incidental, special or punitive damages even if advised in advance of the possibility of such damages. You acknowledge that the company has set its fees and entered into this agreement in reliance upon limitations of liability and the disclaimers of warranties and damages set forth in this agreement and that these provisions form an essential basis of the bargain between the parties. The parties agree that the limitations of liability and disclaimers specified in this agreement will survive and apply even if portions of this agreement are found to have failed in their essential purpose.
13.2 Risk of Loss. You agree that your use of the Services is your sole responsibility and is solely at your own risk. You acknowledge and agree that the Internet, over which many of the Services are delivered, is not owned, operated or managed by, or in any way affiliated with the Company, and you agree that the Company is not responsible for and has no control over the information, content or other materials, which may be accessed on the Internet through use of the Services. You acknowledge and agree that the Internet is not a secure network and that third parties may be able to intercept, access, use, or corrupt the information that you transmit or receive over the Internet, whether in connection with the Company’s provision of the Services or otherwise. The Company is not responsible for invalid destinations, transmission errors, or corruption or security of your data. You further acknowledge and agree that the Company does not own or control all of the various facilities and communications lines through which Services may be provided and that the Company does not guarantee access to or through websites, servers or other facilities on or connected to the Internet, whether or not such websites, servers or facilities are owned or controlled by the Company. You acknowledge that it is your responsibility to take proper and adequate measures to preserve, protect and safeguard critical data by backing up such data in appropriate ways prior to any Services being performed by the Company.
14. WARRANTY LIMITATIONS
The services (including, without limitation, any third party software) are provided on an ‘as is’ basis, and your use of the services (including, without limitation, any third party software) is at your own risk. The company does not make any representation or warranty regarding the use or the results of the use of the services (including, without limitation, any third party software) in terms of accuracy, reliability, satisfaction or otherwise. You assume sole responsibility for your use of the services (including, without limitation, any third party software) to achieve your intended results. The company does not make any representation or warranty with respect to the line rate, access or availability of the services (including, without limitation, any third party software). Without in any way limiting section 14 of this agreement, you specifically agree that the company, its affiliates, directors, stockholders, officers, agents and employees, and the company’s suppliers, resellers, partners and their respective affiliates, will not be liable to you for any indirect, incidental, special, punitive, consequential or exemplary damages of any kind and/or arising under any legal theory, including, without limitation, damages for loss of profits, goodwill, use, data, cost of procurement of substitute goods or services, or other intangible losses (even if any of the foregoing parties have been advised of the possibility of such damages), resulting from the use or inability to use the company’s products or services (including, without limitation, any third party software) or in any way relating to the company’s products or services (including, without limitation, any third party software).
15. COMPLETE CONTRACT
This Agreement (including any other documents incorporated herein by reference) constitutes the entire agreement between the parties with regard to the subject matter hereof, and integrates all prior understandings and agreements between the parties with respect thereto, whether oral or written. You agree to accept the terms and conditions set forth in this Agreement to the exclusion of any standard terms you may customarily have for the purchase of services. No other agreement, representations, warranties or other matters, oral or written, purportedly agreed to or represented by or on behalf of the Company or any of its agents, employees and affiliates, or contained in any sales materials or brochures, shall be deemed to bind the parties hereto with respect to the subject matter of this Agreement. You acknowledge that you are entering into this Agreement based solely on the basis of the terms contained herein.
16. INDEMNIFICATION; INFRINGEMENT REMEDY
16.1 Indemnification Obligations. You agree to defend, indemnify and hold harmless the Company and its directors, stockholders, officers, agents and employees from and against all liabilities, costs and expenses, including reasonable attorney’s fees, related to or arising from: (a) your violation of any applicable laws or regulations, this Agreement, the Privacy Statement or the terms of any agreement governing your use of Third Party Software (or any of the foregoing by parties who use your account, with or without your permission, to access the Service); (b) the use of the Services or the Internet or the placement or transmission of any message, information, software or other materials on the Internet by you (or any parties who use your account, with or without your permission, to access the Services); (c) acts, errors, or omissions by you (or any parties who use your account, with or without your permission, to access the Services); (d) any and all claims for damage or injury to persons or property or for loss of life or limb whereby you have been found liable to any third party under any product liability, tort liability or similar action that may in any way arise out of or result from or in connection with this Agreement, except to the extent that such liabilities arise from the gross negligence or willful misconduct of the Company; or (e) claims for infringement of any intellectual property rights arising from the use of the Services, Third Party Software, the Content, or the Internet, except with respect to the Licensed IP, subject to Section 16.2 below.
16.2 Infringement Remedy. In the event that any portion of the Licensed IP is, in the Company’s sole opinion, likely to or does become the subject of a claim of infringement of any intellectual property rights arising from the use of the Services, the Company may, at its option and expense, procure for you the right to continue using the Services or modify the Services to make them non-infringing. If, in the Company’s sole opinion, neither of the foregoing options is reasonably available to the Company, then the Company may (a) terminate this Agreement immediately upon written notice to you, and in no event shall such termination be considered a breach of this Agreement; and (b) in its sole discretion, elect to issue you a refund for all or a portion of the Services provided.
Any and all taxes, except income taxes of the Company, imposed or assessed by reason of this Agreement or its performance, including, but not limited to, sales or use taxes, shall be paid by you.
You may not assign your rights or obligations under this Agreement without the Company’s prior written consent. Subject to this limitation, this Agreement shall be binding upon and inure to the benefit of the heirs, successors, and assigns of the parties hereto.
19. FORCE MAJEURE
The Company shall be excused for the period of any delay in the performance of any of its obligations under this Agreement when the same is due (in whole or in part) to a cause reasonably beyond the Company’s control, including, without limitation, labor disputes, traffic congestion, delivery failures, product shortages, civil commotion, war, governmental regulations or controls, government action, fire or other casualty, weather, and/or acts of God.
The waiver by either party of a breach or a default by the other party shall not be construed as a waiver of any succeeding breach, nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege operate as a waiver of any right, power or privilege by such party. No waiver, consent, modification, alteration, addition, or change of terms of this Agreement shall bind either party unless in writing and signed by an authorized signatory of the party against whom enforcement is sought, and then such waiver, consent, modification or change shall be effective only in the specific instance and for the specific purpose given. The Company shall not be required to give notice to you to enforce strict adherence to all terms of this Agreement.
If any provision of this Agreement shall be held to be invalid or unenforceable by a court of competent jurisdiction, such invalidity or unenforceability shall not render the entire Agreement invalid and all remaining provisions of this Agreement shall remain in full force and effect. In such event, (a) the Agreement shall be construed as if not containing the particular invalid or unenforceable provision, and the rights and obligations of each party shall be construed and enforced accordingly or (b) to the extent the scope of any provision is too broad in any respect to permit enforcement, the parties hereto agree that such scope may be judicially modified accordingly.
Except as explicitly stated otherwise, any notice to the Company shall be given by email to: firstname.lastname@example.org. Any notice to you shall be sent to the email address that you provide to the Company during the registration process. Notice shall be deemed given twenty-four (24) hours after an email is sent, unless the sending party is notified that the email address is invalid.
23. THIRD PARTY BENEFICIARY
Each Third Party Provider is a third-party beneficiary of your representations, warranties, and covenants in this Agreement; and each Third Party Provider has all the rights and benefits of the Company under, and the ability to enforce, this Agreement. Except as set forth in the immediately preceding sentence, this Agreement does not and is not intended to confer any rights or remedies upon any person or entity other than you and the Company.