LEGAL

Terms of Use

Last modified: June 24th, 2024

BACKGROUND

These terms of use (the “Terms” or “Terms of Use”) govern your access and use of (a) the Zella Mobile App and (b) zella.io (the “Website”); (individually and collectively, (a) and (b) are the “Service”), as owned and operated by Zella Systems Inc., a company located in London Ontario (referred to in these Terms as “we”, “us” the “Company”, “Zella” or “Zellasys”). These Terms govern the use of all persons using the Service (“You” or the “User”), who have registered for the use of the Service, and are binding on any use of the Service, and apply to You from the time that You access the Service. For clarification, “You” includes terms such as “your” and “yourself”.

APPROVAL OF THE TERMS

It is important that You read these Terms carefully. If You do not agree to these Terms, please do not use the Service. By accessing or using the Service, You represent, warrant and signify that: (a) You are at least 18 years of age; (b) You have read, understood and agree to be bound by these Terms as they may be amended from time to time; and (c) You have read and understand our Privacy Policy, which can be accessed at zella.io/privacy[INSERT URL] (the "Privacy Policy"), the terms of which are incorporated herein by reference, and agree to abide by the Privacy Policy.

You may not use the Service nor accept these Terms if you are not of a legal age to form a binding contract with us. If You accept these Terms, You represent that You have the capacity to be bound by them, or if You are acting on behalf of a company or entity, that You have the authority to bind such company or entity (and in which case “You” will also refer to the company or entity).

AMENDMENT

We may add to, discontinue or revise these Terms or any aspect, mode, design, or service provided under the Service, which include but are not limited to the:

Effective date: June 24th, 2024

scope of the features;
timing of the features;
software/hardware required for access to the Service;
geographic locations or jurisdictions in which certain features may be available.

We may amend the Terms without notice for non-material amendments. In the event of a material change, the Service will notify you of such change in the Terms and conditions setting out:

the new or amended agreement terms;
how such terms read formerly;
the date of the coming into force of the amendment;
the means in which You can respond and the effects of not responding;
the option to either terminate the agreement or retain the existing agreement unchanged; and
the language of this provision with reference to the applicable consumer protection legislation rules for amending these terms and making any additional requirements for amendments as prescribed by law (if any).

We highly recommend that Users read any amendments carefully. Unless explicit consent is required by the law, we have the right to assume that You have accepted the change to the terms and conditions, unless You notify us to the contrary, no later than thirty (30) days after the amendment comes into force, that You desire to cancel the contract or deregister or unsubscribe from access to the Service.

We will post the most current Terms on the Website and your use of the Service will be subject to the most current Terms as posted on the Website at such time. It is your responsibility to visit this page to find any updates that may have been made to the Terms. You hereby agree that Zellasys shall not be liable to You, your employee or employer, or any other third party for any amendments to the Terms of Use.

TERMINATION

These Terms are effective on the date that You access the Service and will continue to apply until our relationship with You is terminated. Users may terminate their relationship with us by deleting their account via the delete feature found in the Profile/Settings menu within the Service and uninstalling the mobile application.

We may terminate our relationship with You immediately at any time and for any reason including, but not limited to, a breach of these Terms under the following circumstances:

if You have not adhered to any or all the provisions of the Terms (such as a failure to pay fees when due) or if it appears that You do not intend to or are unable to comply with the Terms, such determination to be made solely at our discretion;
if we have changed our Terms or Privacy Policy and have not received your required consent, subject to the amendment provision in this Agreement;
if we are required to terminate the relationship by law;
if we receive any notice of your misuse of the Service; or
if provision of the Service is no longer commercially viable for us.

Upon termination of our relationship, we will immediately revoke your license to use the Service and block all access to your account, and may delete all data and information associated with your account at our discretion, after such termination. Upon termination of this relationship, You will remain liable for any accrued charges and amounts which become due for payment prior to or following termination.

USE OF THE SERVICE

In order to use the Service, you must create & register an account within the Zella Mobile App.

Registration Information: You agree and understand that You are responsible for maintaining the confidentiality of your password, which, together with your name and mobile phone number, allows You to access the Service. Your name, mobile phone number and password, together with any other contact information You provide us at the time of signing up for the Service form your “Registration Information.” You agree that all Registration Information provided to us will be accurate and up-to-date. You agree to and are responsible for keeping your device and password secure. You are fully responsible for all use of your account and for any actions that take place using your account. We will not be liable if we are unable to retrieve or reset a lost password. If You become aware of any unauthorized use of your password or account, You agree to notify us via email at Support@zella.io as soon as possible.

Accounts: We grant you permission to download one copy of the Service per mobile device for personal, non-commercial use. You may create and register an account for your own personal use. You may not open an account if you are a competitor of Zellasys.

Your Content: In addition to Registration Information, you may choose to provide us with information, or access to information, such as contacts, messaging, phone, camera, files and other content (“your content”). In order to provide you with the Service, you grant us and our service providers a non-exclusive, worldwide, transferable right to copy, modify and use your content to provide the Services, subject to our Privacy Policy. You represent and warrant that you have the right to provide us with your content and to permit us to use and disclose your content as authorized in these Terms.

Permitted Uses: You agree to use the Service only for purposes that are permitted, both by the Terms and by any applicable law, regulation, or generally accepted practices or guidelines, in relevant local, national, and international jurisdictions. You agree to adhere to any applicable privacy of personal information laws and regulations, including as outlined in the Personal Information Protection and Electronic Documents Act, SC 2000, c 5.

Unauthorized Access: You agree to only access (or try to access) and use the Service through interfaces provided by us. You shall not access (or try to access) and use the Service through any automated means, including, but not limited to, scrapers, scripts, robots, or web crawlers. You agree not to use or attempt to use another User’s account. You agree not to impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your personal information, your contact information, or your affiliations with any person or entity.

Prohibited Uses: You may use our Website and Services only for lawful purposes. You may not use our Website or Services in any manner that:

breaches any applicable local, national or international law or regulation;
may in any way be considered harassment to another person or entity;
may in any way, is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
may in any way damage, disable, overburden, and/or impair the the Service server, or any network connected to the Service server, and/or interfere with any other party’s use or enjoyment of the Service;
is in any way abusive, defamatory, misleading, fraudulent, pornographic or otherwise explicit in nature or written in bad faith;
harms or attempts to harm minors in any way;
will reproduce, duplicate, copy, sell, resell or exploit any portion of the Service; or
will abuse either verbally, physically, written or other abuse (including threats of abuse or retribution) of any Service Users, customers, employees, members, or officers;.

and any of the foregoing will result in immediate account termination.

You represent and warrant that You will not use the Service to upload, post, link to, email, transmit, or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or any telecommunications equipment. Nor will You post or distribute any computer program that damages, detrimentally interferes with, surreptitiously intercepts, or expropriates any system, data, or personal information. You further represent and warrant that You will not disrupt the functioning of the Service, in any manner.

Moderation: You understand and agree that although Zellasys is not required to moderate your use of the Service, it may in its sole judgment review and delete any content in whole or in part, for any reason whatsoever, which without limitation, violate these Terms or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of others.

User Responsibility: You agree that You are solely responsible for any breach of your obligations under the Terms and for the consequences of any such breach. We have no responsibility to you or to any third party for such breaches or the consequences of such breaches (including losses or damage that we may incur).

You agree and understand that You are responsible for maintaining the confidentiality of your password and Registration Information. You are responsible for accurately representing yourself and your contact information within the Service. You are responsible for keeping your device and password secure. You are fully responsible for all use of your account and for any actions that take place using your account. We will not be liable if we are unable to retrieve or reset a lost password. If You become aware of any unauthorized use of your password or account, You agree to notify us via email at Support@zella.io as soon as possible.

You understand that when using the Service, You may come across material that You find objectionable, offensive or indecent and agree that You are using the Service at your own risk.

Technical Requirements: Use of the Service requires internet access through your mobile device.

Please note that You are responsible for internet access and any associated fees or charges by your internet and/or wireless service provider.

PRIVACY

Your privacy is very important to us. Please review our Privacy Policy. Our Privacy Policy applies to the collection, use, disclosure, retention, protection and accuracy of your personal information collected for the purposes of the features offered through the Service.

You are responsible for protecting and maintaining a separate record of all your content. Zellasys will not be held liable for any loss or corruption of your content, for backing up or restoring any of your content.

THIRD PARTY LINKS

The Service may link to third-party websites or resources. Such links are provided as a convenience to You only and do not imply an endorsement, warranty or guarantee by us of any such linked Website or the company it purports to represent. We do not assume any responsibility or liability for their availability, accuracy, the related content, products or services. You are solely responsible for use of any such websites or resources and compliance with their policies. Should You elect to enter into a binding contract with any such website, You agree to hold us harmless and hereby release us from any liability whatsoever, whether arising out of contract, tort or otherwise, for any liability, claim, injury, loss or damage suffered as a result of your actions or the actions of any user associated with your account, offering to accept or having accepted any Services or services that are available from those.

INTELLECTUAL PROPERTY AND RIGHTS

Rights to content provided by us: You acknowledge and understand that we own all right, title and interest in: (a) the Service and any associated data files; and (b) all computer software; advertisements; sponsored content; and intellectual property associated with the Service (all such information, individually and collectively, being the “Service Content”), which You may have access to when using the Service.

Except as set forth in the Agreement, all rights not expressly granted to You are reserved. You agree not to decipher, decompile, disassemble, reconstruct, translate, reverse engineer, or discover any of the intellectual property or ideas, algorithms, file formats, software, programming, or interoperability interfaces underlying the Service. You may not modify, rent, lease, loan, sell, distribute or create any derivative products or services (or parts of products or services) based on the Service Content that You do not own or to which You have rights, or to create derivative works based on the Service. You may not infringe upon our intellectual property or adapt, reproduce, publish or distribute copies of any information or material found in the Service in any form (including by email or other electronic means), without our prior written consent.

You are not required to provide Zellasys with any comments, suggestions, recommendations, requests or any other feedback (“Feedback”). In the event that you do provide Zellasys with Feedback, we may use such feedback to improve the Service or for any other purpose. Furthermore, Zellasys shall own such Feedback and Zellasys and its affiliates, licensees, clients, partners, third-party providers and other authorized entities may use, license, distribute, reproduce and commercialize the Feedback, and You hereby assign, irrevocably, exclusively and on a royalty-free basis, all such Feedback to Zellasys.

Limited license: We grant You a non-exclusive, non-transferable, revocable, limited license to use the Service in accordance with these Terms. When fees are applicable, this limited license is subject to full payment of fees, when due. This license may be revoked upon breach of these Terms by You and shall automatically be revoked upon termination or expiration of this Agreement.

The Company may, now or in the future, own rights to trade-marks, trade names, services marks, logos, domain names and other distinctive brand features which we use in connection with the operation of the Service (each such feature being a “Brand Right” and collectively being the “Brand Rights”). We do not grant you any right or license to use any Brand Right other than as expressly set out in these Terms and in other licenses between You and us.

Rights to content provided by you: Through Your registration and use of the Service, information will be provided, inputted or uploaded to the Service (“User Data”). You agree that You will defend, indemnify and hold harmless us and our officers, directors, shareholders, employees, agents and representatives, from and against any and all claims, damages, judgments, liability, costs and expenses (including without limitation any reasonable legal fees), in whole or in part arising out of or attributable to the ownership of User Data.

You also understand that in order for us to operate the Service, User Data may be transmitted by You or us over various public networks and in various media in compliance with our security protocols and we may make changes to User Data to meet the technological requirements of such networks and media. You are responsible for ensuring that User Data is protected and your rights in User Data are enforced; we have no responsibility to protect or enforce your rights on your behalf with respect to User Data.

DISCLAIMERS

The Service provided as-is: The Service is provided “as-is” without warranties of any kind, either expressed or implied. You acknowledge, agree and understand that You use the Service at your own risk. We will have no responsibility for any harm to your mobile device or computer system, loss or corruption of data, or other harm that results from your access to or use of the Service.

Downtime: The Service may be temporarily unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, inaccuracy, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communications between You and the Service.

No endorsement as to accuracy: We accept no responsibility for the accuracy of any User Data provided by or created using the Service except as otherwise set out in these Terms. The provision or storage of User Data through the Service does not constitute our endorsement or warranty as to the compliance of such User Data with applicable privacy legislation, nor to the accuracy, timeliness, materiality, completeness, or reliability of such User Data. You are responsible for ensuring that the information you have entered into our system is accurate, reliable and complete.

Monitoring: We do not accept any liability for monitoring the Service or for unauthorized or unlawful content in the Service or use of the Service by users.

No warranty as to non-infringement: Except in the manner provided for in these Terms, we disclaim, and expressly do not provide any direct or indirect, express or implied representation or warranty as to title and non-infringement of intellectual property in relation to the Service.

Damage to hardware: Any material downloaded or otherwise obtained through the use of our Services is done at your own discretion and risk, and You will be solely responsible for any damage to your mobile device, computer system or other device or loss of data that results from the download of any such material.

Content provided to companies: If You are an individual providing User Data that is to be directed to your organization’s account, You agree and acknowledge that we accept no responsibility and are not liable for any damages that may arise by the organization’s use of that User Data. You further agree and acknowledge that we are not liable for any damages that may arise if the User Data is misdirected to the wrong organization due to any reason, including error on your part or a flaw in the Service.

DATA RETENTION

The Service may store your personal data as long as your account is current and active. Upon deletion of your account via the delete feature found in under Profile/Settings within the Service, we will delete your personal data as well as the contacts associated with your account.

We retain information about you and your use of the Service. We retain this information as long as necessary for our legitimate business interests, for legal reasons, for fraud prevention/detection and to enhance safety/prevent harm.

On a regular basis we create a backup of all data in our system. This backup is for use by Zellasys only in the case of disaster recovery or to maintain business operations in the case of an emergency. Zellasys will not restore data unless it determines, in its sole discretion, that a data recovery is necessary.

Please note that we may not be able to delete data that you have shared with another User of the Service.

REFUND POLICY

We are unable to provide refunds for a subscription to a plan.

LIMITATION OF LIABILITY

You hereby agree to release, remise and forever discharge Zellasys and our directors, employees, officers, and our affiliates, partners, service providers, vendors, and contractors and each of their respective agents, directors, officers, employees, and all other related persons or entities from any and all manner of rights, losses, costs, claims, complaints, demands, debts, damages, causes of action, proceedings, liabilities, obligations, legal fees, costs and disbursements of any nature whatsoever, and for any special, indirect or consequential, incidental or exemplary damages (collectively, a “Claim”), whether in contract or tort, whether known or unknown, which now or hereafter arise from, to the maximum extent allowed by law, that relate to, or are connected with:

any indirect, incidental, special, consequential, or exemplary damages, including but not limited to damages for loss of profits, goodwill, use data, or other intangible losses;
your provision of any personal information provided to us subject to our legal requirements relating to the protection of personal information;
communications received to you through your access to the Service;
sharing of information in the Service or Website including but not limited to, personal data, user data, user content, feedback, written reviews, pictures, or any other information;
the use of the Service and any related applications including third party services
the use of any software related to the Service;
viruses, spyware, service provider failures or internet access interruptions;
loss of use, loss of data, inaccuracy of data, payment failure, payment defect, inaccurate calculations, downtime, identity theft, fraud or unauthorized access; or
any content relating to the use of the Service,

even if you have been advised of the possibility of such Claim, or such Claim was reasonably foreseeable and notwithstanding the sufficiency or insufficiency of any remedy provided for herein or in any license.

In the event that we become liable for any damages whatsoever, you agree that such damages shall be limited in the aggregate to the amount of fees or charges which You have paid for the Service in the previous invoice.

INDEMNIFICATION

To the extent permitted by applicable laws, You agree that You will defend, indemnify and hold harmless us and our officers, directors, shareholders, employees, agents and representatives, from and against any and all damages, judgments, liability, costs and expenses (including without limitation any reasonable legal fees), in whole or in part arising out of or attributable to: (a) generally, your breach of these Terms; your access to and/or use of the Service; and any loss of, or damage to, any property, or injury to, or death of, any person (including you) caused by your access to and/or use of the Service; and (b) specifically, your breach of the intellectual property rights of any third party to these Terms.

You agree that You will be solely responsible for all activities that occur under your account, whether You are aware of them or not. You agree to hold us harmless and release us from any loss or liability whatsoever that You may incur as a result of someone other than You using your password or account, either with or without your knowledge. You agree to indemnify us for any damages, third party claims or liabilities whatsoever that we may incur as a result of activities that occur on or through your account, whether or not You were directly or personally responsible.

GOVERNING LAW AND FORUM OF DISPUTES

By visiting the Website or using the Service, You agree that the laws of the province of Ontario, without regard to the principles of conflict of laws, will govern these Terms and any dispute of any sort that may arise between You and us. With respect to any disputes or claims, You agree not to commence or prosecute any action in connection therewith other than in the province of Ontario, and You hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the provincial courts of Ontario. You agree to pay reasonable attorneys' fees and court costs incurred by us to collect any unpaid amounts owed by You.

Expenses: Each party shall be responsible for its own legal fees and other expenses incurred in connection with the performance of any of its obligations hereunder.

FORCE MAJEURE

You agree that we are not liable for a delay or failure in performance of the Service or the provisions of these Terms caused by reason of any occurrence of unforeseen events beyond our reasonable control, including but not limited to, acts of God, natural disasters, power failures, server failures, third party service provider failures or service interruptions, embargo, labour disputes, lockouts and strikes, riots, war, floods, insurrections, legislative changes, and governmental actions.

SEVERABILITY

If any portion of these Terms is deemed unlawful, void or unenforceable by any arbitrator or court of competent jurisdiction, these Terms as a whole shall not be deemed unlawful, void or unenforceable, but only that portion of these Terms that is unlawful, void or unenforceable shall be stricken from these Terms.

HEADINGS

The insertions of headings are for convenient reference only and are not to affect the interpretation of these Terms.

ASSIGNMENT OF AGREEMENT

You may not, without our prior written consent, assign the Agreement, in whole or in part, either voluntarily or by operation of law, and any attempt to do so will be a material default of the Agreement and will be void. We may assign this Agreement to a third party at any time in our sole discretion. The Agreement will be binding upon and will insure to the benefit of the respective parties hereto, their respective successors in interest, legal representatives, heirs and assigns.

WAIVER

You agree that if we do not exercise or enforce any legal right or remedy which is contained in these Terms or which we have the benefit of under any applicable law, this will not be taken to be a formal waiver of our rights and that those rights or remedies will still be available to us. Waivers must be in written form and signed by an authorized representative of the Company.

SURVIVAL OF AGREEMENT

All covenants, agreements, representations and warranties made in these Terms shall survive your acceptance of these Terms and the termination of our relationship.

ENTIRE AGREEMENT

The Agreement will constitute the entire agreement between us and You with respect to the subject matter hereof and all prior oral or written agreements, representations or statements with respect to such subject matter are superseded hereby. In the event of a conflict between these Terms and the Privacy Policy, the terms and conditions found herein shall prevail.

CONTACT

You agree to receive all required notices electronically, by mobile notifications and messages via the Service.

If You have any questions or comments regarding these Terms please contact our head office via our contact us form or by email at Support@zella.io.

2024 Zella Systems Inc