Some terms that are used throughout these Terms and Conditions are capitalized to indicate a definition as set out below (unless stated otherwise):
“Zazu”, “We”, ”Our” or “Us”: refers to the Nette & Wilenius UG (haftungsbeschränkt), with registered office at Innocentiastrasse 31, 20144 Hamburg, Germany.
Account: means the personalized log-in credentials with which the User accesses and uses the Service pursuant to a valid Subscription.
Agreement: constitutes the entire contractual relation between Zazu and User, including, but not limited to: Terms and Conditions, relevant Order Form/Pricing Plan, and potential Annexes.
Annex: any appendix or other complementary document which is part of the Agreement.
Billing Cycle: is the interval of time from the end of one Invoice Date to the next Invoice Date – equalling one month, unless stated otherwise in the applicable Order Form or Pricing Plan.
Business Day: means any weekday other than a bank or public holiday in Hamburg, Germany.
Confidential Information: means the information of one Party disclosed to the other Party during the negotiation of this Agreement and the cooperation between both Parties under this Agreement, whether in written, oral, electronic or other form and which (i) is explicitly marked as confidential or proprietary; (ii) should reasonably be considered confidential; or (iii) is traditionally recognized to be of a confidential nature, regardless of whether or not it is expressly marked as confidential, and including but not limited to all material, papers, databases, drawings, diagrams, calculations, figures, procedures, processes, business methodologies, contracts (including these Terms & Conditions), financial, technical and legal information, budgets, sales marketing, public relations, advertising and commerce plans, ideas, strategies, projections, business plans, strategic expansion plans, products and product designs. For the avoidance of doubt, Confidential Information shall include the Software.
Data Protection Laws: refers to any and all relevant regulations concerning privacy and data protection, including but not limited to the General Data Protection Regulation (“GDPR”).
Effective Date: means the date of the last signature of the Agreement or the date of successfully purchasing an Account through Zazu’s website.
Entity Account: an Account opened on behalf of a company, organization or other legal entity.
Fees: any and all amounts payable by You to Zazu under the Agreement.
Force Majeure: is a temporary or permanent inability of a Party to fulfil its obligations, resulting from unavoidable, unforeseeable and external facts and circumstances reasonably beyond the control of that Party (including, but not limited to war or war risk, insurrection or public revolt, fire caused by an outside calamity).
Help Center: includes, but is not limited to a detailed support page where You will find FAQ and tutorials for the Service, as well as in-app support via chat or other form of communication.
Hosting Partner: Amazon Web Services (AWS) and Google Cloud Platform (GCP).
Inactive Accounts: any Account that has not been accessed by the User for more than 60 (sixty) consecutive days.
Initial Term: as Defined in “Term & Termination” 12.1.
Intellectual Property Rights: all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
Invoice Date: means the date indicated on the invoice from which the Payment Term will be calculated.
Order Form: means a written document signed by both Parties, regardless of its entitlement, indicating the nature, number and other specifics of the Services and Service subscribed to by the User, including specific conditions under which such order is made.
Party: refers to a party to this Agreement.
Payment Term: as defined in 10.2.
Personal Data: any information relating to an identified or identifiable natural person (‘data subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
Pricing Plan: refers to the pricing plan for the Services and Service available on Our website. The Pricing Plan forms an integral part of the Agreement when no Order Form is concluded between the Parties.
Renewed Term: consecutive period or periods following the Initial Term. The duration of the Renewed Term equals the duration of the Initial Term.
Response Time: Zazu will use commercially reasonable efforts to respond to all Service Tickets within two (2) Business Days.
Service: means Our professional online and/or mobile services, website, and software including, but not limited to, a Social Media- and Web Story editing, publishing and hosting tool, provided on or in connection with any other service delivered by Zazu to the User from time to time as a service via the internet and as further detailed on the Order Form or Pricing Plan.
Service Ticket: means an electronic record that is established and may be periodically updated when a problem or request is made to us. Each Service Ticket may have a unique ID.
Social Media: refers to platforms like Whatsapp, Facebook, Instagram, Linkedin and other similar services.
Software: documentation or data related to the Service.
Story: means a visual storytelling format that immerses the viewer in a tap-through full-screen experience. Stories usually include – but are not limited to – videos, images, text, shapes, GIF’s and other interactive elements.
Story Views: means the page load events triggered in the back-end of the Application when a Web Story is loaded by a viewer.
Subdomain: a more specific portion of a domain name that is used to divide up web domains without registering a new domain name. Subdomains can be used to display Web Stories on the domain of the User instead of the domain of Zazu.
Subscription: means the payable subscription to Us by You, and which shall consist of a subscription: (a) to the Service, (b) for the agreed number of Users, (c) for the agreed number of Workspaces, (d) for the agreed number of Story Views, (e) for the agreed number of Subdomains (f) for the agreed size/amount of User Content, (g) for the agreed functionalities and features, and (h) for the agreed number of Teams, all of which shall be detailed in the relevant Order Form(s) or Pricing Plan, as applicable. The notion “Subscribe” and “Subscribed” shall be interpreted accordingly.
Support Hours: Monday to Friday during the hours of 9:00 am through 5:00 pm Central European Time (CET), with the exclusion of official holidays in Hamburg, Germany.
Support Service: support offered by Us to You – depending on the applicable Order Form or Pricing Plan. Support Service can include, but is not limited to: set-up/onboarding, maintenance, best-practices, bug-fixing, Response Time, tailored Support Hours and dedicated communication channels.
Team: a group of Users creating and collaborating within a Workspace.
Team Owner: the creator or controller of a Team.
Terms and Conditions: constitutes the present Zazu terms and conditions – including all Annexes – by which You may use Our online and/or mobile Services, website, and Software provided on or in connection with the Service.
Third-Party: any natural or legal person who is not a Party.
Third-Party Content: the Service may contain Links to Third-Party apps to install and use on Zazu as well as links to Third-Party websites, advertisers, services, special offers, or other events or activities.
User: means an individual that is allowed to access and use the Service and has an Account. If the User opens a Zazu Account on behalf of a company, organization, or other entity, then “User” includes User and that entity.
User Content: any materials a User submits, posts, displays or otherwise makes available on or via the Service.
User Data: means all data proprietary of, held by or entered by the User when using the Service and as processed or stored by Zazu as a result of the User using the Service. The User Data shall also include output data resulting from the processing by the Service of the entered data by the User.
Web Stories: Web Stories are a special type of Stories. Web Stories are web pages in Story format that are searchable, shareable and linkable in the open web.
Workspace: means a cohesive entity and work-environment that enables a company, brand, organisation, entity or more generally a group of Users to logically group stories, Users, files and other resources.
Workspace Owner: User who is the creator and owner of that particular Workspace. The Workspace Owner will be the one who is charged if any Fees apply to that Workspace.
Visitor: individuals or entities using the Service without being a User.
You: synonym for User.
Using Our Service
Overview of Our Service: We provide an online design and editing platform, called Zazu, that allows its Users to design and collaborate on content that includes, but may not be limited to, Google AMP-Stories (“Web Stories”) and all its functions, social media content and video/image files, as well as analyzing the performance of all the aforementioned. We may establish and maintain Our Service from time to time at Our sole discretion.
Eligibility: The Service may be used only if You can form a binding contract with Zazu, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules, and regulations. You must be a natural person of at least 13 years or older to use or access the Service. Any use or access to the Service by anyone under 13 is strictly prohibited and in violation of this Agreement. The Service may not be available to any Users previously removed from the Service by Us. By using the Service, You represent and warrant that You have the full right, power, and authority to enter into this Agreement and to fully perform all of Your obligations hereunder.
License to use the Service: Subject to the Terms and Conditions of this Agreement, You are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Service as permitted by the applicable Order Form or Pricing Plan. Sublicensing the license You have been granted is not permitted under any circumstances. Zazu reserves all rights not expressly granted herein in the Service.
Contact Consent: By accessing and/or using Our Service You consent to Zazu using Your email address to contact You to send You Service-related notices or any notices required by law. We may also contact You to inform You about new features/changes to the Service or other offerings of any kind. You may opt out of these email messages. Opting out might prevent You from receiving updates and or Service-related notices.
Account Definition: Your Account gives You access to the Services of Zazu. We maintain different types of Accounts for different types of users and may establish and maintain Accounts from time to time and at Our sole discretion. After concluding the relevant Order Form, We will provide the Account to You via email or another form of communication. Zazu can be accessed and used as identified in the relevant Order Form. When no Order Form is concluded, You can only access the Service in accordance with the Pricing Plan. In this case, You may create an Account yourself through Our website. If an Order Form does not list key information such as pricing for certain aspects of the Service, the closest applicable Pricing Plan price shall apply for the usage of the Service. Accounts are personal and cannot be transferred or exchanged in any way to other Users, without the prior written consent of us. By connecting Your Account on Zazu with a Third-Party service, You give Us permission to access and use Your information from that service as permitted by that service, and to store Your log-in credentials for that service. Inactive Accounts may be renamed and or permanently terminated at any time without notification.
Entity Account: If You open a Zazu Account on behalf of a company, organization or other entity You represent and warrant that You are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that You agree to this Agreement on the entity’s behalf. You further represent and warrant that You are under no legal disability or contractual restriction that prevents You from entering into this Agreement.
User responsibilities: When creating Your Account, You must provide accurate and complete information. You are solely responsible for the activity that occurs on Your Account, and You must keep Your Account password secure. You may not allow any other party to access or use the Service with Your unique username, password, or other security code. Zazu will not be liable for any losses – intentional or accidental – caused by unauthorized use of Your Account.
Team: Certain portions of the Service may allow You to create or contribute to a Team. Access to a Team will be made available only to those Users who are authorized. The Team Owner will be responsible for adding Users to the Team and for managing permissions for authorized Users within the Team. Zazu may also add Users to a Team if requested by a User/Entity Account or remove Users if they are in violation of these Terms & Conditions or at Zazu’s sole discretion.
Workspace: Certain portions of the Service may allow You to join the Workspace of another User or create your own Workspaces to invite, manage and remove other Users. There may be limitations as to how many Users You can invite or how many Workspaces You can create/join depending on the applicable Order Form or Pricing Plan. Each Workspace has a Workspace Owner. The Workspace Owner is responsible for adding Users to the Workspace, for managing permissions for authorized Users (including, but not limited to appointing a Team Owner), and otherwise for managing the Workspace as set forth in this Agreement.
Suspension or termination: Zazu may suspend or terminate – partly or wholly – Your Account or other parts of Your Subscription if We believe You to be in conflict with these Terms & Conditions or at Our sole discretion. However, the cancellation of an Account or Subscription by Us does not entitle You to any form of remuneration or reimbursement of any cost for any portion of the Service, or for anything else. You will immediately lose access to your Account and applicable features. We will bill You until the end of the then running Billing Cycle.
Rules of Service
Use of Service: You agree to use the Service only in accordance with these Terms and Conditions and in accordance with the intended purpose of the Service. Use of the Service for any purpose not expressly permitted by this Agreement is strictly prohibited. You further agree not to engage in any of the following prohibited activities: (i) copying, distributing, selling or disclosing any part of the Service in any medium; (ii) using any automated system to access the Service to spam or otherwise overload the Service; (iii) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; uploading invalid data, viruses, worms, or other software agents through the Service; (iv) collecting or harvesting any personally identifiable information, including account names, from the Service; (v) using the Service for any commercial solicitation purposes; (vi) impersonating another person or otherwise misrepresenting Your affiliation with a person or entity, conducting fraud, hiding or attempting to hide Your identity; (vii) bypassing the measures We may use to prevent or restrict access to the Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or the content therein; (viii) directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Service or any Software, ; (ix) modify, translate, or create derivative works based on the Service or any Software (except to the extent expressly permitted by Us or authorized within the Service); (x) use the Service or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; (xi) or remove any proprietary notices or labels; (xii) use the Service in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
Discrimination: You agree not to use the Service in a manner which would or would likely incite, promote or support discrimination or hate speech and You must not use the Service to incite or promote hostility or violence. If We believe – in Our sole determination – that Your use of the Service is being used to discriminate, especially if based on race, religion, sex, sexual orientation, age, disability, ancestry, or national origin, We may permanently or temporarily terminate or suspend Your access to the Service without notice and liability for any reason.
Use of equipment: You are responsible for obtaining and maintaining any equipment and ancillary service needed to connect to, access or otherwise use the Service, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like. You are also responsible for maintaining the security of the equipment, user account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of user account or the equipment with or without user’s knowledge or consent.
Changes to the Service: We may, without prior notice, change the Service; stop providing the Service or certain aspects of the Service, to You or to Users generally; or create usage limits for the Service. We may permanently or temporarily terminate or suspend Your access to the Service without notice and liability for any reason, including if in Our sole determination You have violated or are violating any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, You continue to be bound by this Agreement.
Monitoring: We have the right to occasionally monitor and inspect the usage of the Service by You to ensure that the Fees to be paid by You are correct and that You abide by these Terms and Conditions.
Hosting of the Service: Parts of the Service are hosted by Our Hosting Partners. More information on Our Hosting Partners and their Hosting Terms is available under these links: https://aws.amazon.com/terms/ and https://console.cloud.google.com/terms. You acknowledge and agree to accept and comply with the Hosting Terms. Our Hosting Partners may change, update or otherwise modify the Hosting Terms at any time. Please make sure You read and agree to any and all modifications. We will use reasonable efforts to inform You about any modifications to the Hosting Terms but failure to do so is not interpreted as a breach of these Terms & Conditions.
Instagram Direct Export: Zazu may offer an export feature that allows You to directly export content to Instagram. This export is of experimental nature and not officially supported by Instagram. You are aware that the usage of this export feature happens at Your own risk. We can not and will not be held liable (a) for error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business; (b) for any indirect, exemplary, incidental, special or consequential damages; (c) for any matter beyond Our reasonable control, in each case, whether or not We have been advised of the possibility of such damages.
Definition: Some areas of the Service allow You to submit and publish User Content such as profile information, photographs, illustrations, fonts, designs, video material, and other content or information. You retain ownership of your User Content, and You understand that You are entirely responsible for all such User Content. For the avoidance of doubt, User Content does not include any Stock Media or other content provided by us.
Upload regulations: You understand and agree that any and all User Content You make available on or through the Service carries no right for compensation nor any other form of right or entitlement You can claim from Us. Furthermore You warrant, represent and affirm the following: (i) Your User Content and Our use thereof as contemplated by this Agreement and the Service will not violate any law or infringe any rights of any Third-Party in any way; (ii) We may exercise the rights to your User Content granted under this Agreement without liability for payment purposes; (iii) There is no legal or administrative proceeding now pending or threatened which might directly or indirectly affect any of your User Content; (iv) Your User Content is neither obscene, sexual or pornographic, defamatory, or otherwise objectionable; (v) to the best of Your knowledge, all Your User Content and other information that You provide to Us is truthful, not misleading and accurate; (vi) contains any information or content that You do not have a right to make available under any law or under contractual relationships; (vii) You hold Us harmless to any damages, losses or any other form of liability arising from your User Content and You agree that We are only acting as a passive conduit for Your online distribution and publication of Your User Content; (viii) You shall be solely responsible for Your User Content and the consequences of uploading and or publishing it; (ix) We have the right to contact You in written form to inform You of any breach of Your User Content with Our Terms and Conditions. Zazu takes no responsibility and assumes no liability for any User Content that You or any other User or Third-Party posts or publishes using the Service. In the event that Your User Content is alleged to be offensive, inappropriate, unlawful, or otherwise in breach of these Terms and Conditions, You agree that We may disclose such User Content to law enforcement or other government authorities. We have the right to remove, flag, or otherwise make unavailable any and all User Content that violates these provisions – at any point in time and at Our sole discretion.
User Content license grant: By uploading and or publishing any designs or content containing User Content using the Service, You expressly grant, represent, and warrant that You have all rights necessary to grant to Zazu a multi-use, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, syndicate, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in Your User Content, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service and Zazu’s business, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. You also grant Us the right to sub-license these rights to Our Hosting Partners, or any other connectivity and telecommunications service providers to the extent reasonably required for the performance of Zazu’s Service and the exercise of Zazu’s rights under this Agreement.
Our proprietary rights: With the exception of your User Content, the Service and all materials therein or transferred thereby, including, without limitation, Software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, music and all Intellectual Property Rights related thereto, are the exclusive property of Zazu. Nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and You agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any part of Our Service and/or Software. For the avoidance of doubt: Zazu owns and retains all rights, titles, and interests in and to (a) the Service and Software, all improvements, enhancements or modifications thereto, (b) any software, services, inventions, or other technology developed or ideated in any form in connection with workshops (if applicable), Support or through any other form of contact or development, and (c) all intellectual property rights related to any of the foregoing.
Proprietary marking: You agree not to remove, suppress or modify in any way any proprietary marking, including any trademark or copyright notice, on or in the Service or Software, or visible during its operation or on media.
No compensation: We are always striving to improve the Service and Software to offer the best possible experience. In this context, You may choose to or We may invite You to give Us feedback on the Service and/or potential product ideas and improvements. You acknowledge that your disclosure to Us is gratuitous, unsolicited, and without restriction and will not place Zazu under any obligation or form of compensation and that We are free to use the disclosed information in any way We deem fit. You further warrant that any and all disclosed information is non-confidential and that your disclosed information does not keep Us from using or creating similar or related ideas to implement in Our Service or Software.
Support Services: Depending on the Order Form or Pricing Plan We offer different levels of Support Services during Support Hours. By default, support is given via the Help Center. Certain Order Forms or Pricing Plans may include Support Services that go beyond the default support.
Refusal of support: Subject to the timely payment of all Fees, the Support Services will be performed as set out in the respective Order Form or Pricing Plan.
Service Tickets: Service Tickets can be issued at any time directly in the Service (via the “Report a bug” function or via live chat).
Billing: The usage of certain aspects of Our Service requires You to pay a Fee. By using these paid aspects of Our Service You agree to the pricing and payment listed on the Order Form or Pricing Plan. You understand and agree that, as a Workspace Owner, You incur all Fees relating to the Workspace – including, but not limited to, any and all Users that join the Workspace which may lead to an increase in pricing. You further understand and agree that We might – at Our sole discretion – change these prices from time to time and that We might add new services or amend certain aspects of the Service for additional Fees. Any such changes will be communicated to You by Us in a timely manner (at least 14 days before taking effect). We will bill You at the beginning of each Billing Cycle.
Payment Term: All invoices are payable within 14 calendar days unless stated otherwise on the applicable Order Form or Pricing Plan.
Disputes: If You dispute an invoice (or any portion thereof), You must notify Us in writing of the nature of such dispute within five (5) Business Days, after the Invoice Date. Failure to notify Us within such period shall result in the invoice deemed accepted by You. The undisputed portion of the invoice shall be paid as set forth in the Agreement. Any amounts of undisputed invoices or any and all unpaid Fees that have not been paid within thirty (30) days after the Invoice Date shall automatically and without notice be subject to a late payment interest equal to the interest rate at the rate of 1-month EONIA (or, if replaced, the applicable substitute) but at least zero, whichever is the higher, plus 5% p.a. The interest shall be compounded daily as of the due date until receipt of full payment by Us. In addition, You will pay all costs incurred by Us as a result of the (extra)judicial enforcement of Your payment obligation under this Agreement.
No Refunds: All payments made by You to Zazu under the Agreement shall be final and non-refundable. We can – at Our sole discretion – decide whether or not We refund or otherwise reimburse You for any part of the Service or otherwise.
No set-off or counterclaim of Fees: All Fees payable to Zazu under the Agreement shall be paid without the right to set-off or counterclaim and are free and clear of all deductions or withholdings whatsoever unless the same is required by law, in which case You undertake to pay Zazu such additional amounts as are necessary in order that the net amounts received by Zazu after all deductions and withholdings shall not be less than such payments would have been in the absence of such deductions or withholding.
Payment Information: You represent and warrant that any and all information You provide in relation to a purchase or transaction or other interaction with the Service is accurate, current, and complete. Any charges that are incurred by Users of your credit card, debit card, or other payment methods in connection with a purchase or transaction or other interaction with the Service at the prices in effect when such charges are incurred are paid by You. Any and all applicable taxes in relation to the purchase or transaction or other interaction with the Service, including but not limited to sales taxes, value-added taxes, etc., are – to the extent of the law – carried by You.
Free trial: We offer free trials for certain aspects of Our paid Service. We reserve the right to set the eligibility requirements and may vary the length for such free trials at Our sole discretion. We have the right to cancel the free trial at any time and at Our sole discretion and without need for reason or cause. At the end of the free trial period, We will charge the relevant Fee for the next Billing Cycle to Your nominated payment method, unless You cancel Your Account beforehand.
Account and data Property: Subject to any legal provision stating otherwise (including, but not limited to Data Protection Laws), You do not own the Account You use to access the Service nor do You possess any rights of access or rights to data stored by or on behalf of Zazu on Zazu servers. All data on Our servers (including, but not limited to Account history, Account content, published Web Stories) is subject to deletion, alteration, or transfer – notwithstanding any value attributed to such data by You or any Third-Party – at the sole discretion of Zazu and at any time for any reason or no reason and with or without notice and with no liability of any kind. Zazu does not guarantee or provide any value, cash, or other compensation attributed to any data on Zazu’s servers.
Term and Termination
Term: The Agreement is entered into for the duration as stated in the applicable Order Form or Pricing Plan, the “Initial Term”, and commences on the Effective Date.
Renewal: After the Initial Term, the Agreement shall be automatically and tacitly renewed for a Renewed Term, unless a Party provides a written notice to terminate at least two (2) months before the end of the Initial Term or the then running Renewed Term. Renewal does not guarantee the same price as set in the Initial Term. All applicable changes in pricing that happened during the Initial Term or the then running Renewed Term take effect when the Initial Term or the then running Renewed Term is renewed.
Termination by Zazu: Zazu may, at its sole discretion, suspend or terminate the Agreement and the running Subscription, partially or wholly, by written notice to You, if You fail to pay to Us any amount due under the Agreement and You fail to cure such failure to pay within sixty (60) days from the date of a written notice of default from Us to You.
Termination: Either Party may immediately terminate the whole or any portion of the Agreement without any judicial intervention, without being liable for compensation, and without prejudice to its rights to damages and any other rights, remedies, and/or claim to which it may be entitled by law, upon providing the other Party with written notice of termination if: (i) the other Party performs a material breach to any provision of the Agreement and fails to cure such material breach within thirty (30) calendar days after receipt of written notice of the material breach, or (ii) the other Party becomes insolvent, is subject to voluntary or involuntary bankruptcy, insolvency or similar proceeding or otherwise liquidates or ceases to do business.
Effects of Termination
Effects of Termination: Upon termination of the Agreement: (i) Your right to use the Service will automatically cease and all licenses and Subscriptions granted to You pursuant to the Agreement shall automatically terminate; (ii) each Party will return, within reasonable time of such termination or expiration, all Confidential Information, except as required to comply with any applicable legal or accounting record-keeping requirement; (iii) We will delete all Your Personal Data and all other applicable data stored by Us in the Service; (iv) You shall promptly pay Us all Fees and other amounts due to Us in respect of the Service, up to and including the date of termination, except in case of termination triggered by a material breach proven to be attributable to Us.
Termination as per 12.3: If the Agreement is terminated for reasons stated in 12.3, Zazu is entitled to all Fees up to the end of the then running Initial Term or Renewed Term which shall be payable on the date of termination of this Agreement.
Personal information: You acknowledge that You provide your personal information at Your own risk. We deeply care about the security and integrity of Your personal information but We cannot guarantee that any unauthorized Third-Party will never be able to defeat Our security measures and put Your personal information at risk.
Third-party links and apps
Third-party Content: The Service may contain the ability to install, use or access Third-Party Content on or via Zazu. This Third-Party Content is not controlled or owned by Us.
No liability: We assume no responsibility for any Third-Party Content and are not responsible for any loss or damage of any sort that You incur by using Third-Party Content. You understand and agree that You are accessing and using this Third-Party Content at Your own risk and that these Terms & Conditions do not apply for the Third-Party Content. You expressly relieve Zazu from any and all liability arising from Your use of any Third-Party Content.
Applicable terms & conditions: Please ensure You read and agree to the terms and conditions of any Third-Party Content.
Payment: Any interaction, participation, or dealings with Third-Party Content (including, but not limited to delivery of goods or payment) is solely between You and the Third-Party and does not affect Your Agreement with Us.
Intellectual Property Rights: You shall indemnify, defend and hold Zazu harmless from and against any and all damages, losses, costs, and expenses (including but not limited to reasonable attorneys’ fees) suffered or incurred arising out of: (i) Your infringement of any Third-Party’s Intellectual Property Rights or any other Third-Party’s rights; (ii) Your use of and access to the Service, including any data or content transmitted or received by you; (iii) Your violation of any applicable law, rule or regulation; (iv) Your violation of any term of this Agreement; (v) any other party’s access and use of the Service with Your Account. You agree and warrant to inform Zazu of any such case described above without timely delay – and at latest 24 hours after having become aware of it yourself.
The Service: The Service is provided on an “as is” and “as available” basis. You understand and agree that the use of the Service (including, but not limited to the download of any content from the Service or any form of distribution of the created content) happens at your own risk and You agree to hold Zazu harmless against any and all damages, losses, costs, and expenses suffered or incurred in relation to Your usage of the Service. To the maximum extent permitted by the applicable law, the Service (and any exported content thereof) is provided without warranties of any kind. We do not warrant that: (i) any content within or arising from the Service is accurate, reliable, complete, or correct; (ii) the Service will meet your requirements or expectations; (iii) the Service is or will be uninterrupted or secure; (iv) the Service is free of viruses or other harmful components; (v) any errors or defects will be corrected. The Service may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Us or by Third-Party providers, or because of other causes beyond Our reasonable control. We will use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled Service disruption.
Third-Party Content: Zazu does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a Third-Party through the Service or any hyperlinked website or service.
Limitation of Liability
Definition: To the maximum extent permitted by applicable law, in no event shall Zazu, or any of its directors, employees, suppliers or licensors be liable for any direct, indirect, punitive, incidental, special, consequential, or exemplary damages, including without limitation damages for loss of profits, goodwill, use, data or other intangible losses, that result from the use of, or inability to use, this Service, including without limitation, Your submission of User Content. Under no circumstances will We be responsible for any damage, loss or injury resulting from hacking, tampering, or other unauthorized access or use of the Service or Your Account or the information contained therein. To the maximum extent permitted by applicable law, Zazu assumes no liability or responsibility for any (i) errors, mistakes, or inaccuracies of content; (ii) personal injury or property damage, of any nature whatsoever, resulting from Your access to or use of Our Service; (iii) any unauthorized access to or use of Our secure servers and/or any and all personal information stored therein; (iv) any interruption or cessation of transmission to or from the Service; (v) any bugs, viruses, trojan horses, or the like that may be transmitted to or through Our Service by any Third-Party; (vi) any errors or omissions in any content or for any loss or damage incurred as a result of the use of any content posted, emailed, transmitted, or otherwise made available through the Service; and/or (vii) User Content or the defamatory, offensive, or illegal conduct of any Third-Party; (viii) for discontinuing an older release of the Service; (ix) any loss, damages or modification to User Data. Each Party shall have the duty to mitigate damages.
Liability: To the maximum extent permitted under applicable law, Zazu’s liability under the Agreement shall per event (or series of connected events) not exceed the Fees paid by You to Us under the Agreement for a period of twelve (12) months prior to the date of the event (or last of the series of connected events) giving rise to the claim.
Timeframe: No action, regardless of form or nature, arising out of this Agreement may be brought by or on behalf of You more than one (1) year after the cause of action first arose.
User Content: Notwithstanding anything to the contrary contained herein, Zazu shall not be liable for any damages, costs, or losses arising as a result of modifications made to User Content or other content, any additions or combinations of User Content with other content, or the context in which the User Content or other content is used by You.
Applicability: Some countries or states do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages, so the limitations or exclusions may not apply to You. This Agreement gives You specific legal rights, and You may also have other rights which vary depending on your jurisdiction. The disclaimers, exclusions, and limitations of liability under this Agreement will not apply to the extent prohibited by applicable law.
Applicable law & jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of Germany and exclusive jurisdiction shall lie with the competent courts in Hamburg, Germany.
Disputes: Any and all disputes arising under, pertaining to, or touching upon this Agreement, shall, if not settled by negotiation, first be subject to mediation before an independent and certified mediator selected by the Parties or by the competent court on a Party’s demand. Any demand for mediation shall be made in writing to the other Party. The demand shall set forth with reasonable specificity the basis of the dispute and the relief sought. Notwithstanding the foregoing, Parties may seek preliminary judicial relief if such action is necessary to avoid irreparable damage.
Confidential Information: Parties shall treat all Confidential Information received from the other Party as confidential, keep it secret, and shall not disclose it to any Third-Party, other than its agents, employees, advisors, or consultants where such disclosure is necessary for the performance of the Agreement and only in case such agents, employees, advisors or consultants are bound by a confidentiality obligation at least as strict as included in the Agreement. Any Confidential Information disclosed shall only be used as required for the performance of either Parties’ obligations under the Agreement. Both Parties agree to take sufficient precautionary measures to maintain the confidentiality of all Confidential Information. Information shall not be considered Confidential Information if it: (i) is published or comes into the public domain other than by a breach of the Agreement, (ii) can be proven to have been known by the receiving Party before disclosure by the disclosing Party; (iii) is lawfully obtained from a Third-Party other than by a confidentiality breach of such Third-Party; or (iv) can be shown to have been created by the receiving Party independently of the disclosure. The obligations set out in this provision shall enter into force as of the start of the negotiations between the Parties and shall survive five (5) years after the termination or expiration of the Agreement. The confidentiality obligations in the Agreement replace any prior nondisclosure agreement signed between the Parties. Confidential Information can be made publicly available if both Parties agree on this in writing.
Assignment: This Agreement is assigned to You. For the avoidance of doubt, this Agreement and any rights or licenses claimed hereunder may not be transferred by You. However, Zazu may transfer or reassign this Agreement without restriction.
Notification Procedure: We may provide notifications to You (whether required by law or not). These notifications include, but are not limited to business-related purposes, marketing or legal topics. We reserve the right to choose the form and means of providing such notifications. You may, however, opt out of certain notifications. You understand and agree that opting-out of certain notifications may prohibit You to fully be aware of and benefit from all Service-related offers & topics.
Changes to the Terms & Conditions: Zazu may, in its sole discretion, modify or update the Terms & Conditions from time to time, and so You should review this page periodically. When We change the Terms & Conditions in a material manner, We will update the ‘last modified’ date at the top of this page. Your continued use of the Service after any such change constitutes Your acceptance of the new Terms and Conditions. If You do not agree to any of these terms or any future Terms and Conditions do not use or access (or continue to access) the Service.
Severability: This Agreement together with any amendments and any additional agreements shall constitute the entire Agreement between You and Zazu. This Agreement supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement. In the event that a provision of this Agreement is or becomes partly or fully invalid or unenforceable or if this Agreement contains a gap or omission, the validity of the remaining provisions of this Agreement is not affected thereby. The Parties are obliged to replace the partly or fully invalid or unenforceable provision with a valid and enforceable provision, which comes closest to the meaning of the partly or fully invalid or unenforceable provision. The same applies in the event that this Agreement contains a gap or omission.
No waiver: No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Zazu’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
Force Majeure: Neither Party will be responsible or liable for any failure or delay in the performance of its obligations under the Agreement arising out of or caused by Force Majeure. In the event of Force Majeure, the Party shall inform the other Party at least within a reasonable time about the nature of Force Majeure and the fact that it wants to rely on this provision. The Party must, within a reasonable time, provide the other Party with the evidence of the existence of the Force Majeure, the date when the Force Majeure comes or has come into effect, and also when it will have ceased to exist. In the event of failure to comply with the abovementioned procedure, the Party shall be prevented from relying on the Force Majeure event and the Force Majeure provision.
Conflict: In case of conflict between the provisions of the contractual documents executed between the Parties, the first document shall prevail on the latter: (i) the Order Form or relevant Pricing Plan, (ii) the Terms and Conditions (iii) other Annexes, unless explicitly agreed otherwise in writing between the Parties.
Publicity: Zazu shall have the right to use any trademarks, logos, or other marks of the User (including the User’s corporate name – if applicable) for client references on Zazu’s website, Service, social media announcements, and sales presentations. The User can revoke this right at any time in written form for any reason or no reason.
Contact: Please contact Us at email@example.com with any questions regarding this Agreement.