Through the Zuuvi software product, Zuuvi Aps (CVR 35 87 28 09) (“Zuuvi”) provides website operators and other individuals with a variety of tools and resources (including our website) to enable them to create, launch, and manage online banner campaigns (the “Services”).
Please read this Agreement carefully before proceeding with any use of our website or the Services. By using the Services, you accept and agree to be bound by this Agreement.
If you do not accept the terms and conditions of this Agreement, please exit this website and cease using the Services immediately.
1.1 By posting updated versions of the Agreement on the Zuuvi website, or otherwise providing notice to you, Zuuvi may modify the terms of this Agreement and may discontinue or revise any or all other aspects of the Services at its sole discretion. All such changes shall become effective upon posting of the revised Agreement on the Zuuvi website. Your continued use of the Services will constitute your acceptance of the variation to the Agreement. Zuuvi will use reasonable efforts to make you aware of any changes to the terms of this Agreement. If you elect to discontinue using the Services due to any changes to the Agreement made under this section 1.1, you will be entitled to a refund for any unused, prepaid amounts for the Services.
1.2 The Services are available only to persons who can form legally binding contracts under applicable law. Without limiting the foregoing, the Services are not available to individuals under the age of 18. If you do not qualify, your use of the Services is expressly prohibited.
1.3 The Services prices are subject to change at any time. Any change to the pricing models will have an effect at the end of the then-current billing cycle of your Subscription. All fees paid to Zuuvi for the Services are non-refundable unless an account is terminated by you under clause 1.1.
1.4 For all accounts, Zuuvi may charge an account re-activation fee should an account need to be re-activated by a customer after an account has become deactivated due to non-payment, an untimely authorization for payment, or any other breach of this Agreement.
1.5 You will provide true, accurate, current, and complete information about yourself as requested in the registration form. As part of the registration process, you will identify an email address, for your Zuuvi account. You are responsible for maintaining the security of your account, username, passwords, and files and for all uses of your account and of the Services in your name. Zuuvi reserves the right to refuse registration of or cancel accounts it deems inappropriate.
1.6 It is understood that Zuuvi makes no guarantee that HTML messages will be rendered properly on all recipients’ browser programs, due to the wide variety of HTML generation tools available. Zuuvi makes every reasonable attempt to make sure that all banner messages sent through our servers follow banner standards, but we cannot guarantee that banner will look consistent across all browser platforms due to the number of different HTML composition tools available.
2.1 This is an Agreement for the Services, and you are not granted a licence to any software under this Agreement (except to the extent required for you to use the Services). Except to the extent that applicable laws prevent Zuuvi from doing so, you will not, directly or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, or found at or through the Services or any software, documentation, or data related to the Services (“Software”); remove any proprietary notices or labels from the Services or any Software; reproduce or copy the Software or the Services or any part thereof; modify, translate, or create derivative works based on the Services or any Software; or copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services or any Software. The Services shall be used for your internal business (which includes civic or charitable) purposes only and you shall not use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party.
2.2 You acknowledge and agree that the Services, the Software, the Zuuvi company names and logos and all related product and service names, design marks and slogans, and all other material comprising the Software or the Services, are the property of Zuuvi or its affiliates or suppliers (collectively, the “Marks”). Unless stated otherwise, all Marks are protected as the copyright, trade dress, trademarks and/ or other intellectual properties are owned by Zuuvi or by other parties that have licensed their material to Zuuvi. You are not authorized to use any of the Marks in any advertising, publicity or any other commercial manner without the prior written consent of Zuuvi. Your use of the Services confers no title or ownership in the Services, the Software or the Marks and is not a sale of any rights in the Services, the Software or the Marks. All ownership rights remain in Zuuvi or its third party suppliers, as the case may be.
2.3 You represent, covenant, and warrant that you will use the Services only in compliance with this Agreement and all applicable laws (including but not limited to policies and laws related to spamming, privacy, obscenity, or defamation). You hereby agree to indemnify and hold harmless Zuuvi against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and reasonable attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise arising from or relating to your use of the Services. You acknowledge that you are responsible for the content of any banners or messages sent using the Services. Although Zuuvi has no obligation to monitor the content provided by you or your use of the Services, Zuuvi may do so and may remove any such content or prohibit any use of the Services it believes may be (or is alleged to be) in violation of the foregoing.
2.4 The Services may only be used for lawful purposes. Transmission or solicitation of any material that violates Danish or other laws that may apply in your local area is prohibited. This may include material that is obscene, threatening, harassing, libelous, or in any way a violation of intellectual property laws or a third party’s intellectual property rights.
2.5 In using the varied features of the Services, you may provide information (such as name, contact information, or other registration information) to Zuuvi. Zuuvi may use this information and any technical information about your use of the Services to tailor its presentations to you, facilitate your movement through the Services, or to communicate separately with you.
2.6 Zuuvi will not use any of your banners or any other customer information for any other purposes than those related to the Services. In addition, Zuuvi will not use your customer information for the purpose of sending unsolicited commercial email.
2.8 You must not use the Services to distribute illegal contests, pyramid schemes, chain letters, multi-level marketing campaigns, or any other prohibited material.
2.9 You must not use the Services to create banner campaigns that link to or display nudity, obscene content, gambling related content, pay day lender related content, pharmaceutical related content, illegal software, viruses, or to distribute any other content that we deem inappropriate.
2.10 All rights not expressly granted are reserved.
Reselling of the Services to third parties is permitted subject to the following conditions:
3.1 Access to, and use of, the Services by a third party granted access by you (“Your Customer”):
– (a) does not in any way diminish your strict obligation to ensure compliance with the terms of this Agreement; and
– (b) does not in any way diminish Zuuvi’s right to enforce the terms of this Agreement, without liability to you or the Customer, including suspension or termination of access to the Service, whether or not it may have an adverse impact on Your Customer or the ability of Your Customer to use the Services.
3.2 You must:
– (a) enter into a binding contractual relationship with Your Customer on terms no less onerous than this Agreement including.
– (c) in the event that Your Customer transfers personal data from the European Economic Area direct to the Servers, ensure that the Data Transfer Clauses form part of your contractual relationship with Your Customer; and
– (d) provide all customer relationship management, including first level support services in relation to the Services, to Your Customer.
3.3 You hereby agree to indemnify and hold harmless, on an actual indemnity basis, Zuuvi, from and against all costs, expenses, losses and liabilities arising in any way (including under statute, the law of tort, equity or any other theory of law whatsoever) from or in relation to use of the Services by Your Customer and all other acts and omissions of Your Customers otherwise taking place on or in relation to the Services.
4.1 You may terminate this Agreement at any time by contacting us at firstname.lastname@example.org. A written termination notice shall be delivered to Zuuvi 60 days before your renewal date or your subscription renews for the length of the mutually agreed contract period. Correspondence must include your company name and a list of your Zuuvi usernames. No refunds will be issued if you terminate this Agreement unless your account is in credit and you terminating in accordance with clause 1.1.
4.2 Zuuvi may terminate this Agreement or the Services at any time with or without cause, and with or without notice. If Zuuvi terminates the Agreement – You will be entitled to a refund corresponding to the remaing prepaid period. If Zuuvi terminates this Agreement because you breached this Agreement or any applicable laws, no refund will be issued even if you have unused, prepaid amounts for Services under this Agreement.
4.3 Zuuvi may delete any of your archived data within 30 days after the date of termination. Any statutory retention requirements with respect to your business correspondence remain your responsibility. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership, warranties, disclaimers and limitations of liability.
4.4 If you do not log into your account for more than 365 days, the account will become inactive. When an account is classified (at Zuuvi’s sole discretion) as inactive, Zuuvi will flag that account as inactive. INACTIVE ACCOUNTS HAVE 30 DAYS TO BECOME ACTIVE OR THE ACCOUNT AND ITS DATA MAY BE PERMANENTLY REMOVED FROM ZUUVI’S DATABASE.
USE OF THE SERVICES AND ANY RELIANCE BY YOU UPON THE SERVICES, INCLUDING ANY ACTION TAKEN BY YOU BECAUSE OF SUCH USE OR RELIANCE, IS AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, Zuuvi DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ACCURATE OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. THE SERVICES ARE PROVIDED “AS IS” AND TO THE EXTENT PERMITTED BY LAW Zuuvi DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING (BUT NOT LIMITED TO) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
Your sole and exclusive remedy for any failure or nonperformance of the Services shall be for Zuuvi to use commercially reasonable efforts to adjust or repair the Services, or where such adjustment or repair is not feasible, for Zuuvi to either (at its discretion) perform the Services again or provide you with a refund for the amount you actually paid to Zuuvi for the relevant Services.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES SHALL Zuuvi OR ANY OF ITS UNDERLYING SERVICE PROVIDERS, BUSINESS PARTNERS, INFORMATION PROVIDERS, ACCOUNT PROVIDERS, LICENSORS, EMPLOYEES, DISTRIBUTORS OR AGENTS (COLLECTIVELY REFERRED TO FOR PURPOSES OF THIS SECTION AS “Zuuvi “) BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY LOSS OR DAMAGE (INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR REVENUE, BUSINESS INTERRUPTION, LOSS OF DATA, OR FAILURE TO REALISE ANTICIPATED SAVINGS OR BENEFITS OR BUSINESS OPPORTUNITIES), OR FOR ANY CLAIM BY ANY OTHER PARTY – DUE THE USE OF THE SERVICES.
ZUUVI’S EXCLUSION OF LIABILITY APPLIES WHETHER THE CLAIM IS IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION, NEGLIGENCE) OR EQUITY AND EVEN IF ZUUVI HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
YOU AGREE THAT ZUUVI’S LIABILITY TO YOU AT LAW WILL BE REDUCED BY THE EXTENT, IF ANY, TO WHICH YOU CONTRIBUTED TO THE LOSS.
IN THE EVENT THAT, NOTWITHSTANDING THE FOREGOING, Zuuvi IS FOUND LIABLE TO YOU FOR DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), TO THE FULLEST EXTENT PERMITTED BY LAW THE LIABILITY OF Zuuvi TO YOU WILL BE LIMITED TO:
(A) IN THE CASE OF GOODS, THE REPLACEMENT OF THE GOODS OR THE SUPPLY OF EQUIVALENT GOODS, THE REPAIR OF THE GOODS, THE PAYMENT OF THE COST OF REPLACING THE GOODS OR OF ACQUIRING EQUIVALENT GOODS, OR THE PAYMENT OF THE COST OF HAVING THE GOODS REPAIRED; AND
(B) IN THE CASE OF SERVICES, THE SUPPLYING OF THE SERVICES AGAIN OR THE PAYMENT OF THE COST OF HAVING THE SERVICES SUPPLIED AGAIN OR REFUND OF FEES ACTUALLY PAID FOR THE SERVICES.
7.1 If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
7.2 Zuuvi and you agree that this Agreement – in combination with the price scheme on Zuuvi.com and the received price quote – is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of the Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No delay or omission by either party in exercising any right or remedy under this Agreement or existing at law or equity shall be considered a waiver of such right or remedy.
7.3 No agency, partnership, joint venture, or employment is created as a result of the Agreement, and you do not have any authority of any kind to bind Zuuvi in any respect whatsoever.
7.4 The Agreement shall be governed by the laws of the State of Denmark without regard to its choice or law or conflict of laws provisions. All legal actions in connection with the Agreement shall be brought in the state or federal courts located in Denmark.
It is understood that in order to use the Services, a modern browser such as Internet Explorer 10, Firefox 20, Safari 5 or Google Chrome 30 is required. Additionally, a stable connection to the Internet is required. The Services may work in a limited manner on other web browsers (such as earlier versions of the previously mentioned browsers), but the Services were not designed for use on web browsers other than those recommended above.
9. Banner that you publish through the Services may generate abuse complaints from recipients. You are responsible for ensuring that your banner campaigns do not generate a number of abuse complaints in excess of industry norms. Zuuvi, in its sole discretion, shall determine whether your level of abuse complaints is within industry norms, and its determination shall be final, binding and conclusive for all purposes under this Agreement.
9.1 Zuuvi, at its own discretion, may immediately disable your access to the Services without refund if Zuuvi believes in its sole discretion that you have violated any of the practices listed above. Zuuvi will inform You beforehand, and provide reasonable time to adjust content – should this situation occur.
You will not violate or attempt to violate the security of our website or the Services. You will not hack into the website, Zuuvi’s computer systems or the computer systems of other users of the Services. Hacking means unauthorised access, malicious damage and/or interference and includes, without limitation, mail bombing, propagating viruses, worms or other types of malicious programs, deliberate attempts to overload a computer system, broadcast attacks or any other method designed to damage or interfere with the operation of a computer system or website.
11. Website and Services availability
From time to time down-time, either scheduled or unscheduled, may occur. Zuuvi will work within reason to ensure this amount of down-time is limited. Zuuvi will not be held liable for the consequences of any down-time.
Zuuvi cannot guarantee that any file or program available for download and/or execution from or via the Services is free from viruses or other conditions which could damage or interfere with data, hardware or software with which it might be used. You assume all risk of use of all programs and files associated with the Services, and you release Zuuvi entirely of all responsibility for any consequences of its use.
12. Force Majeure
Zuuvi will not be liable by reason of the failure in the performance of obligations under this Agreement by reason of strikes, riots, fire, explosions, acts of God, war, governmental action, or any other cause which is beyond Zuuvi’s reasonable control.
13. Overseas Access
The Services may be accessed throughout Denmark and overseas. Zuuvi makes no representations that the Services comply with the laws (including intellectual property laws) of any country outside Denmark. If you access the Services from outside Denmark, you do so at your own risk and are responsible for complying with the laws in the place where you access the site.
14.1. Fees for Services. You agree to pay to Zuuvi any fees for each Service you purchase or use (including any overage fees), in accordance with the pricing and payment terms presented to you for that Service. Where applicable, you will be billed using the billing method you select through your account management page. Fees paid by you are non-refundable, except as provided in these Terms or when required by law.
14.2. Subscriptions. Some of our Services are billed on a subscription basis (we call these “Subscriptions”). This means that you will be billed in advance on a recurring, periodic basis (each period is called a “billing cycle”). Billing cycles are typically Monthly, Quarterly, Bi-Annual, or annual, depending on what subscription plan you select when purchasing a Subscription. Your Subscription will automatically renew at the end of each billing cycle unless you cancel auto-renewal through your online account management page, or by contacting our customer support team. While we will be sad to see you go, you may cancel auto-renewal on your Subscription at any time, in which case your Subscription will continue until the end of that billing cycle before terminating. You may cancel auto-renewal on your Subscription immediately after the Subscription starts if you do not want it to renew.
14.3. Taxes. Unless otherwise stated, you are responsible for any taxes (other than Zuuvi’s income tax) or duties associated with the sale of the Services, including any related penalties or interest (collectively, “Taxes”). You will pay Zuuvi for the Services without any reduction for Taxes.
14.4. Price Changes. Zuuvi may change the fees charged for the Services at any time, provided that, for Services billed on a subscription basis, the change will become effective only at the end of the then-current billing cycle of your Subscription. Zuuvi will provide you with reasonable prior written notice of any change in fees to give you an opportunity to cancel your Subscription before the change becomes effective.
14.5. Overage Fees. Unless otherwise stated, any overage fees incurred by you will be billed in arrears on a monthly basis. Overage fees which remain unpaid for 30 days after being billed are considered overdue. Failure to pay overage fees when due may result in the applicable Service being limited, suspended, or terminated (subject to applicable legal requirements), which may result in a loss of your data associated with that Service.