Last modified: November 11, 2015 (previous version)
Welcome to zuumsocial.com (the “Site”) of Zuum (“Zuum,” “our” or “us”). Zuum offers a subscription-based social media tool to analyze online activity for marketers and provides through the Site data analysis based on information collected from different social media websites (the “Service”). The Service provides you with results known here as “Zuum Output.”
The terms “you” and “your” refer to anyone using your subscription to visit the Site and/or use the Service and/or Zuum Output. If the subscription is for a corporate entity, then those terms refer to that corporate entity and all users of that subscription.
Please read this TOS (the “Agreement”) carefully. By your access to the Site and/or use of the Service you agree that you will be bound by the terms of this Agreement.
- Your Subscription
Your Responsibility. To access your subscription you will use a Zuum user account with a username and password. You are solely responsible for any actions under your user account or subscription, whether authorized by you or not. You agree that you will immediately notify us of any unauthorized use of your user account or subscription or any other breach of security.
- Your Information
- Intellectual Property
The Service. Zuum hereby grants you the right to use the Service offered through the Site during the term of your subscription, provided that your use is at all times in accordance with this Agreement, any instructions and guidelines posted on the Site and all applicable laws, rules and regulations. The Service is for your use and is not for resale or other transfer or disposition to any other person or entity except as provided in this Agreement.
Once you download a copy of Zuum Output, your rights arising from the license grant in this Agreement in such copy are indefinite but subject to continued compliance with this Agreement for the use of such copies. Your liability for use continues for as long as such Zuum Output is used by you or any sublicensee (e.g., a client). Your right of access to the Services and the data accessible through those Services will terminate when your Subscription terminates.
Reservation of Rights. Except for the limited license expressly granted, you acknowledge and agree that Zuum shall own all right, title and interest in and to the Site, the Service and Zuum Output, including without limitation all intellectual property rights therein. Zuum reserves all such rights.
Each of Zuum and you agrees that it shall: (i) not disclose any Confidential Information (defined below) to any third parties except as required by law or to those advisors or independent contractors who have a reasonable need to access such information to perform certain activities in the delivery of the Service and who are bound by confidentiality obligations ; (ii) not use Confidential Information except to fulfill its obligations pursuant to this this Agreement; and (iii) keep Confidential Information confidential using the same degree of care it uses with its own confidential information. These obligations shall survive termination of this Agreement for a period of three years.
- Disclaimer of Representations and Warranties
The Site, the Service and the Zuum Output, and any other features or functionalities associated therewith, are provided “as is” and “as available” with all faults and without warranty of any kind. To the fullest extent permitted by law and in addition to other disclaimers elsewhere in this Agreement, Zuum disclaims all warranties, including, but not limited to, the warranties of merchantability, fitness for particular purpose, title and non-infringement. Zuum does not guarantee, represent, or warrant that your use of the Service and/or the Zuum Output and the data included in the Zuum Output will be uninterrupted or free from error or other defect, interruption, loss, corruption, attack, viruses, interference, hacking, or other security intrusion. Zuum makes no representations of warranties about the accuracy, reliability, completeness, availability or timeliness of the Site, the Service or the Zuum Output and Zuum disclaims any liability with respect thereto. You agree that Zuum may eliminate or otherwise modify any or all aspects of the Site, the Service, the Zuum Output, including any features of the foregoing, without liability, compensation or notice to you.
Except as expressly stated otherwise, you are not relying on any representation, warranty, guarantee, or statement made by or on behalf of Zuum with respect to the Site, the Service and/or the Zuum Output. No oral or written information, opinion or advice given by Zuum, its directors, officers, employees, licensors, suppliers, agents or anyone else in any form or manner will create a representation, condition, or warranty, and you may not rely on any such information or advice.
- Limitation of Liability
You understand and agree that your use of Site and/or the Service is at your own discretion and risk and that you will be solely responsible for any damages that arise from such use including, without limitation, for loss of data and or any type of malfunction to your computer.
In no event shall Zuum or any of its shareholders, directors, officers, employees or independent contractors be liable (jointly or severally) (together, the “Zuum Group”) to you for personal injury or any special, incidental, indirect or consequential damages of any kind, or any damages whatsoever resulting from loss of use, data or profits, business interruption or any other commercial damages or loss, whether or not advised of the possibility of damage, and on any theory of liability, arising out of this Agreement or in connection with the use or performance of the Service, the Site and/or the Zuum Output.
In no event shall Zuum Group’s total liability to you or otherwise arising out of this Agreement exceed the amount paid to Zuum by you in the twelve months before the date that Zuum receives of your notice of any claim.
Some jurisdictions do not allow the limitation of liability for incidental or consequential damages so some of the above limitations may not apply to you.
The parties have accepted the disclaimers of warranties in Section 5, the limitation of liabilities and exclusion of damages of this Section 6 to allocate risk between the parties. This allocation of risk is an essential element of the basis of the bargain between Zuum and you. We can provide our pricing based in part on this allocation of risk. Each of these provisions is severable and independent of all other provisions of this Agreement.
The foregoing disclaimers and limitations in Sections 5 and 6 will apply even if the above stated remedy fails of its essential purpose. The limitations in these Sections 5 and 6 will apply notwithstanding the failure of essential purpose of any limited remedy.
To the extent permitted by applicable law, you shall defend, indemnify and hold harmless the Zuum Group from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service and/or the Site; (ii) your violation of this Agreement; or (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right. This defense and indemnification obligation will survive termination of your subscription.
- Changes to the Site, the Service, Zuum Output and This Agreement
Zuum may modify the Site, the Service and/or Zuum Output from time to time, which may include adding or discontinuing features or functionality. Zuum may also modify this Agreement from time to time. Each such modification to the Agreement becomes effective when it is posted on the Site. Your continued use of the Site and/or the Service following any such modification constitutes your agreement to be bound, for the remainder of the term of your subscription, by, and your acceptance of, this Agreement, as modified, for all use during the remainder of the term of your subscription. You also agree that if any modification is not acceptable to you, your sole remedy and recourse is to discontinue use of the Site and the Service. In addition to other rights Zuum may have, Zuum may terminate or suspend your subscription if Zuum reasonably believes that your use has violated, or may violate, this Agreement or applicable laws. Notwithstanding anything to the contrary in this Agreement, Zuum may, in its sole discretion, provide you a refund of your subscription payment prorated to the time left on your subscription if Zuum terminates that subscription.
- Third-Party Websites
Zuum does not review material made available through the websites or other online sources connected to the Site and/or the Service. Zuum has no responsibility or liability for the consequences of your visits to and use of such sites.
Dispute Resolution. This Agreement and all disputes arising from your use of the Site, Service and/or Zuum Output shall be governed by and construed in accordance with the laws of the State of California, excluding its conflicts of laws principles. If any dispute arises relating in any way to this Agreement or your use of the Site, Service and/or Zuum Output it shall be submitted to confidential arbitration in Los Angeles County, California, USA, except that, if we believe that you have in any manner violated or threatened to violate the intellectual property rights of our licensors or of Zuum, then Zuum may seek injunctive or other appropriate relief in any state or federal court in the State of California, USA and you consent to the choice of venue and exclusive jurisdiction of such courts. Arbitration under this Agreement shall be conducted under the Streamlined Arbitration Rules and Procedure of JAMS. The arbitrator’s award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other Zuum Site, Service or Zuum Output user, whether through class arbitration proceedings or otherwise.
Other Matters. The failure to require performance of any provision shall not affect our right to require performance at any time, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any portion of this Agreement is found to be unenforceable, such portion will be modified to reflect the parties’ intention and only to the extent necessary to make it enforceable and the remaining provisions of this Agreement shall remain in full force and effect. This Agreement constitutes the entire and exclusive understanding and agreement between you and us regarding this subject matter, and supersedes any and all prior or contemporaneous agreements or understandings, written and oral. An amendment or other modification is effective only if in a writing signed by both parties expressly stating that this Agreement is thusly modified. The headings are for convenience only. The parties intend that this Agreement should not be construed in favor of or against a party by reason of the extent to which a party or its advisors participated in preparing or drafting this Agreement. The United Nations Convention on Contracts for the International Sale of Products is excluded and does not apply to this Agreement.