Terms of Service

The website and all sub-domains located at zite.io (the “Site”) as well as related mobile applications (the “App”) is a copyrighted work belonging to Zite (“Company”, “us”, “our”, and “we”).  Certain features of the Site may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms.

This page explains the terms in which you may use the Services. By using the Site or any services provided on the Site the Services), you acknowledge that you have read, understood, and agree to be bound by the following terms of Service and any future modifications to this agreement (collectively, the “Terms”). The Terms apply to all individuals or entities that create workspace within the Service (“Customers”), and individuals authorized by the Customer to access Customer’s workspace within the Services (“Authorized Users”). Your use of the Service indicates that you accept these Terms and to the collection and use of your information as set forth in our Privacy Policy. If you do not accept these Terms, do not use the Service.

1.         BINDING CONTRACT

1.1      These Terms and any Order Form(s) (defined below) together form a binding “Contract” between Customer and Zite. “We,” “our” and “us” refers to Zite.

2.         SUBSCRIPTION AND ACCOUNT

2.1  Subject to these Terms, Company grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Site solely for your own personal, noncommercial use.

2.2  A subscription allows the Customer to create a workspace for the Authorized Users within the Service. A subscription may be procured via an order form entered into between Customer and Zite (“Order Form”).

2.3  The Authorized User must register a user account to access the Service (“Account”). The Account grants the Authorized User permission to use the Service. The Authorized User must adhere to all policies posted within the Services. The Customer acknowledges the responsibility for all activity occurring under the Account, for maintaining the security of the Account and password. Zite will not be liable for any loss or damage that result from the failure to do so.

2.4  Zite makes no representation that usage of the Services or any related content are appropriate or available for use in your country. You acknowledge and agree that you are responsible for ensuring that your use of this service complies with all relevant local and international laws.

3. ZITE’S RESPONSIBILITIES

3.1  Zite will make the Services available to Customer and its Authorized Users as described in the Order Form. The Services will be performed materially in accordance with the Zite user manual and any support pages. Zite will not materially decrease the functionality of a Service during a subscription term. 

3.2  Zite will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, excluding planned downtime. Planned downtime is expected to be infrequent and Zite will endeavor to provide Customer and the Authorized Users with advance notice.

3.3  Zite will maintain appropriate administrative, physical, and technical safeguards that include measures for preventing unauthorized access, use, modification, deletion and disclosure of the content or information submitted to the Service by the Authorised User or Customer (“Customer Data”) by our personnel or third parties. Before sharing Customer Data with any of our third party service providers, we will ensure that the third party maintains, at a minimum, reasonable data practices for maintaining the confidentiality and security of Customer Data and preventing unauthorized access. The Customer  bears sole responsibility for adequate security, protection and backup of Customer Data when in Customer’s or its representatives’ or agents’ possession or control or when Customer chooses to use unencrypted gateways (e.g., IRC/XMPP clients) to connect to the Services. Zite is not responsible for what Customer’s Authorized Users do with Customer Data. That is Customer’s responsibility.

3.4      Zite may leverage its personnel and third party contractors in exercising its rights and performing its obligations under the Contract. Zite will be responsible for their compliance with Zite’s obligations under the Contract.

4.  CUSTOMER DATA, OWNERSHIP AND PROPRIETARY RIGHTS

4.1  You are responsible for any data or content uploaded to the Service and retain full ownership of it. In using this Service, you understand the Service allows you to share your data with others and acknowledge that Zite will not be responsible for how your data is used by others if is shared or made public. If you are collecting, processing, sharing or analyzing data through the Service you should ensure, to the extent possible, that all data was collected in a legal, ethical and responsible manner, including: a) Obtaining informed consent from individuals or communities when possible. b) When informed consent cannot be obtained, that data is gathered with appropriate safeguards, including a privacy impact assessment. c) Efforts were made to avoid duplication of data collection in order to avoid an unnecessary burden by affected individuals and communities.

4.2  We take the privacy and security of your data seriously and will make all reasonable efforts to ensure it as defined in our Privacy Policy.

4.3  Customer (for itself and all of its Authorized Users) grants Zite a worldwide, non-exclusive, limited term license to access, use, process, copy, distribute, perform, export and display Customer Data, only as reasonably necessary (a) to provide, maintain and update the Services; (b) to prevent or address service, security, support or technical issues; (c) to create analytics for distribution through the Services and other products or services reasonably related to the Services, provided that the Customer Data and usage information are not identifiable and may not be readily extracted from any analytics so distributed; (d) as expressly permitted in writing by Customer. Customer represents and warrants that it has secured all rights in and to Customer Data from its Authorized Users as may be necessary to grant this license.

4.4 The Service, all error corrections, enhancements, new releases, and any other work product created by Zite in connection with the services provided under these Terms are and shall remain the exclusive property of Zite, regardless of whether the Customer or the Authorized User, its employees, or agents may have contributed to the conception, joined in its development, or paid Zite for the development or use of the Services and are subject to the terms and conditions contained herein and in the License Agreement.

5. FEE AND EXPENSES

5.1  Subscription. The Customer will pay Zite subscription fee(s) set forth in the Order Form prior to the commencement of Service.

5.2  Additional Services. Customer shall pay Zite for any additional services as defined in the Order Form on a time and material basis at Zite’s then-prevailing rates.

5.3  Fee Changes. Zite reserves the right to change the fees at any time, effective with the next renewal date, provided that: (i) Zite gives Customer at least ninety (90) days prior written notice of any such change. 

5.4  Outstanding Fees. Upon termination of these Terms, the Customer will reimburse Zite for all reasonable costs and non-cancelable commitments incurred in the performance of the Service and for which the Customer has not yet paid.

6.  TERM AND TERMINATION

6.1  Term.  These Terms shall commence on the Commencement Date stated in the Order Form and continue for an initial period defined in the Order Form (“Initial Term”).  These Terms shall thereafter renew for successive periods as defined in the Order Form (“Renewal Term”), unless terminated by either party pursuant to Section 7.2 below.  All terms and conditions of these Terms shall apply during the Renewal Term, except for the fees.

6.2  Termination.  These Terms shall be terminated (i) by the Customer at any time through use of the online account management services, in which case termination will be effective upon the expiration of the subscription period; (ii) by the Customer at any time by written notice to Zite, in which case termination will be effective upon the expiration of the subscription period; (iii) by Zite at any time by written notice to the Customer, effective 30 days after the receipt of such notice by the Customer; (iv) by the Customer or Zite upon thirty (30) days advance written notice if the other party has breached the Contract and has not cured such breach within such notice period.

7.  DISCLAIMER AND LIMITATION OF LIABILITY

7.1  Zite disclaims all responsibility and liability for the availability, timeliness, security or reliability of the Services or Site, or any software provided through the site. The site and the services are provided on an "as is" and "as available" basis without warranties of any kind, either express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, or otherwise. Without limitation, we disclaim any and all warranties regarding the accuracy, security, reliability, timeliness, and performance of all services associated with use of the site and the services. We make no warranty, express or implied, that your use of the site and the services will be uninterrupted, timely, or error-free. We will not be responsible for any harm to your computer, loss of data or other harm that results from your use of the services.

To the extent not prohibited by applicable law, we will not be liable for any damages of any kind arising from the use of or inability to use the site or the services. You expressly agree that your use of the site and the services is solely at your own risk. Under no circumstances shall we be liable for any direct, indirect, special, or consequential damages, including but not limited to loss of profits, income, business opportunities, and any other injury regardless of the nature of the claim or the form of action, arising out of or connected with the site (including but not limited to its operation, its contents, or the information or materials contained therein, or the use or inability to use the services or any other site linked to the site, or any content contained in any such site) even if we, or our suppliers or licensors have been notified of the possibility of any damages.

8.  GENERAL

8.1  Publicity. Customer grants us the right to use Customer’s company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to Customer’s standard trademark usage guidelines as provided to Zite from time-to-time. Customer may send an email to Zite at [email protected] stating that it does not wish to be used as a reference

8.2  Force Majeure. Neither us nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.

8.3  Assignment. The Customer may not subcontract, assign, or transfer its rights, duties or obligations under these Terms to any person or entity, in whole or in part, without the prior written consent of Zite. 

8.4  Waiver. The waiver or failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right hereunder.

8.5  No Third Party Beneficiaries. The parties are independent contractors. The Contract does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to the Contract.

8.6  Modifications. Zite may change these Customer Terms and the other components of the Contract (except any Order Forms). If Zite makes a material change to the Contract, we will provide Customer with reasonable notice prior to the change taking effect by emailing the email address associated with Customer’s account. Customer can review the most current version of the Customer Terms at any time by visiting this page and by visiting the most current versions of the other pages that are referenced in the Contract. The materially revised Contract will become effective on the date set forth in the notice, and all other changes will become effective upon posting of the change. If Customer (or any Authorized User) accesses or uses the Services after the effective date, that use will constitute Customer’s acceptance of any revised terms and conditions.

8.7  Entire Agreement. The Contract, including these Customer Terms and all referenced pages and Order Forms, if applicable, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Without limiting the foregoing, the Contract supersedes the terms of any online agreement electronically accepted by Customer or any Authorized Users. However, to the extent of any conflict or inconsistency between the provisions in these Customer Terms and any other documents or pages referenced in these Customer Terms, the following order of precedence will apply: (1) the terms of any Order Form (if any), (3) the Customer Terms and (4) finally any other documents or pages referenced in the Terms. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order, vendor onboarding process or web portal, or any other Customer order documentation (excluding Order Forms) will be incorporated into or form any part of the Contract, and all such terms or conditions will be null and void.

8.8   Electronic Communications.  The communications between you and Company use electronic means, whether you use the Site or send us emails, or whether Company posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.

8.10  Copyright/Trademark Information.  Copyright © 2020 Zite. All rights reserved.  All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

9. Dispute Resolution

9.1 Informal Negotiations. To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Use (each "Dispute" and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

9.2 Binding Arbitration. If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association ("AAA") and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website www.adr.org. Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. If such costs are determined by the arbitrator to be excessive, we will pay all arbitration fees and expenses. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except where otherwise required by the applicable AAA rules or applicable law, the arbitration will take place in Denver, Colorado. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Denver, Colorado, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms of Use.
In no event shall any Dispute brought by either Party related in any way to the Site be commenced more than one (1) years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

9.3  Restrictions. The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

9.4  Exceptions to Informal Negotiations and Arbitration. The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations and binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.