Welcome, and thank you for your interest in Zircel (“Zircel” or “We” or “Us”), which operates the web site located at https://zircel.com and related application programming interfaces (API’s), mobile applications and online services (the “Application”). The following Terms of Service are a legal contract between you (“You”) and Zircel regarding your use of the Application. Visitors and users of the Application are referred to individually as “User” and collectively as “Users”.
THE APPLICATION IS NOT AVAILABLE TO ANY USERS PREVIOUSLY SUSPENDED OR REMOVED FROM THE APPLICATION BY ZIRCEL. By clicking the “I Agree” button or by otherwise using or registering an account for the Application, You represent (a) that You have not been previously suspended or removed from the Application by Zircel; and (b) that your registration and your use of the Application is in compliance with any and all applicable laws and regulations.
In order to use the features of the Application, you must register for an account. You may be asked to provide a password in connection with your account. You are solely responsible for maintaining the confidentiality of your account and password, and You agree to accept responsibility for all activities that occur under your account or password. You agree that the information You provide to Zircel, whether at registration or at any other time, will be true, accurate, current, and complete. You also agree that You will ensure that this information is kept accurate and up-to-date at all times. If You have reason to believe that your account is no longer secure (e.g., in the event of a loss, theft or unauthorized disclosure or use of your username or password), then You agree to immediately notify Zircel at firstname.lastname@example.org. You may be liable for the losses incurred by Zircel or others due to any unauthorized use of your Application account.
Zircel reserves the right, at our discretion, to change, modify, add, or remove portions of the Terms at any time. For any material changes to the Terms, Zircel will make reasonable effort to provide notice to you of such amended Terms, such as by an email notification to the address associated with your account or by posting a notice on the Application, and such amended Terms will be effective against You on the earlier of (i) your actual notice of such changes and (ii) thirty days after Zircel makes reasonable attempt to provide you such notice. Therefore, please check the Terms periodically for changes. Your continued use of the Application after the posting of changes constitutes your binding acceptance of such changes. Disputes arising under these Terms will be resolved in accordance with the version of the Terms in place at the time the dispute arose.
Zircel may permit the posting and/or publishing by You of a conversational model which includes text, images, videos and other audio-visual materials (collectively, “User Content”). You understand that whether or not such User Content is published, Zircel does not guarantee any confidentiality with respect to any submissions.
You are solely responsible for your User Content and the consequences of posting, creating, or publishing them. You represent and warrant that: (1) You are the creator and owner of or have the necessary licenses, rights, consents, and permissions to use and to authorize Zircel to use and distribute your User Content as necessary to exercise the licenses granted by You in these Terms and in the manner contemplated by Zircel and these Terms; (2) your User Content does not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right or (b) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; and (3) your User Content does not contain any viruses, adware, spyware, worms, or other malicious code.
The Application is owned and operated by Zircel. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), software, services, content, and all other elements of the Application (the “Application Materials”) are protected by Switzerland law and international copyright, patent, and trademark laws, international conventions, and other applicable laws governing intellectual property and proprietary rights. Except for any User Content provided and owned by Users and except as otherwise set forth in this Section 5, all Application Materials, and all trademarks, service marks, and trade names, contained on or available through the Application are owned by or licensed to Zircel, and Zircel reserves all rights therein and thereto not expressly granted by these Terms.
Content created by Users through the Zircel Application is owned by the User himself. Zircel permits the use of this User Content for commercial use and profit-making.
Zircel as well as its Users may collect data through a conversational model (the “Collected Data”) which is not owned by either of those two. Collected Data is the property of the person which provided this data. However, to provide the services, Zircel must make copies of this data to store and transmit it. For such usage in connection with the services of Zircel or its Users, You grant Zircel a non-exclusive, perpetual, worldwide, royalty-free, freely-transferable right to copy, cache, publish, display, perform, distribute, translate and store Your data, solely for the purpose of providing services and any other activities expressly agreed to by You.
The Application may include links or references to other web sites or services solely as a convenience to Users (“Reference Sites”). This may be social media channels as Facebook, Twitter and such or links to explain certain terms that are included in a conversational model. Zircel does not endorse any such Reference Sites or the information, materials, products, or services contained on or accessible through Reference Sites. ACCESS AND USE OF REFERENCE SITES, INCLUDING THE INFORMATION, MATERIALS, PRODUCTS, AND SERVICES ON OR AVAILABLE THROUGH REFERENCE SITES IS SOLELY AT YOUR OWN RISK.
Zircel, in its sole discretion, for any or no reason, and without penalty, may terminate any account (or any part thereof) You may have with Zircel or your use of the Application and remove and discard all or any part of your account, User profile, and User Content, at any time. Zircel may also in its sole discretion and at any time discontinue providing access to the Application, or any part thereof, with or without notice. You agree that any termination of your access to the Application or any account You may have, or portion thereof, may be affected without prior notice, and You agree that Zircel will not be liable to You or any third party for any such termination. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Zircel may have at law or in equity. As discussed herein, Zircel does not permit copyright, trademarks, or other intellectual property infringing activities on the Application, and will terminate access to the Application, and remove all User Content or other content submitted, by any Users who are found to be repeat infringers.
Your only remedy with respect to any dissatisfaction with (i) the Application, (ii) any term of these Terms of Service, (iii) any policy or practice of Zircel in operating the Application, or (iv) any content or information transmitted through the Application, is to terminate the Terms and your account. You may terminate the Terms at any time by deleting your login account with the Application and discontinuing use of any and all parts of the Application.
You agree to indemnify, defend, and hold harmless Zircel, its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners (“Zircel Indemnitees”) from any claims, losses, damages, liabilities, and expenses (including legal fees and expenses), arising out of any use or misuse of the Application, any violation of the Terms, or any breach of the representations, warranties, and covenants made herein by You. Zircel reserves the right, at your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify Zircel, and You agree to cooperate with Zircel’s defense of these claims. Zircel will use reasonable efforts to notify You of any such claim, action, or proceeding upon becoming aware of it.
THE APPLICATION, AND ALL DATA, INFORMATION, SOFTWARE, APPLICATION MATERIALS, CONTENT, USER CONTENT, REFERENCE SITES, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE APPLICATION, ARE PROVIDED ON AN “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ZIRCEL, AND ITS AFFILIATES AND LICENSORS, DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ZIRCEL OR THROUGH THE APPLICATION WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
ZIRCEL, AND ITS SUPPLIERS, LICENSORS, AND AFFILIATES, DO NOT WARRANT THAT THE APPLICATION OR ANY DATA, USER CONTENT, FUNCTIONS, OR ANY OTHER INFORMATION OFFERED ON OR THROUGH THE APPLICATION WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
YOU UNDERSTAND AND AGREE THAT YOUR USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAINING OF CONTENT, APPLICATION MATERIALS, SOFTWARE, OR DATA THROUGH THE APPLICATION (INCLUDING THROUGH ANY API’S) IS AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS THEREFROM.
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL ZIRCEL OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM ANY UNSUCCESSFUL COURT ACTION OR LEGAL DISPUTE, LOST BUSINESS, LOST REVENUES OR PROFITS, LOSS OF DATA, OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS OR DAMAGE OF ANY NATURE WHATSOEVER) ARISING OUT OF OR RELATING TO THE TERMS OR YOUR USE OF (OR INABILITY TO USE) THE APPLICATION OR ANY REFERENCE SITES, OR ANY OTHER INTERACTIONS WITH ZIRCEL, EVEN IF ZIRCEL OR A ZIRCEL AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, ZIRCEL’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
IN NO EVENT WILL ZIRCEL’S OR ITS AFFILIATES’, CONTRACTORS’, EMPLOYEES’, AGENTS’, OR THIRD-PARTY PARTNERS’, LICENSORS’, OR SUPPLIERS’ TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THE TERMS OR YOUR USE OF THE APPLICATION , EXCEED THE AMOUNT PAID BY YOU.
YOU ACKNOWLEDGE AND AGREE THAT ZIRCEL HAS OFFERED THE APPLICATION AND ENTERED INTO THE TERMS IN RELIANCE UPON THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND ZIRCEL, AND THAT THE DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND ZIRCEL. ZIRCEL WOULD NOT BE ABLE TO PROVIDE THE APPLICATION TO YOU ON AN ECONOMICALLY REASONABLE BASIS WITHOUT THESE LIMITATIONS.
Zircel may provide You with notices, including those regarding changes to the Terms, by email, regular mail, postings on the Application, or other reasonable means. Notice will be deemed given twenty-four hours after email is sent, unless Zircel is notified that the email address is invalid. Notice posted on the Application is deemed given 30 days following the initial posting.
The failure of Zircel to exercise or enforce any right or provision of the Terms will not constitute a waiver of such right or provision. Any waiver of any provision of the Terms will be effective only if in writing and signed by Zircel.
If any provision of the Terms is held to be unlawful, void, or for any reason unenforceable, then that provision will be limited or eliminated from the Terms to the minimum extent necessary and will not affect the validity and enforceability of any remaining provisions.
The Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by You without Zircel’s prior written consent, but may be assigned by Zircel without consent or any restriction. Any assignment attempted to be made in violation of the Terms shall be null and void.
Upon termination of the Terms, any provision which, by its nature or express terms should survive, will survive such termination or expiration, including, but not limited to, Sections 3 and 4, 5.1, and 6 through 12.
The heading references herein are for convenience purposes only, do not constitute a part of the Terms, and will not be deemed to limit or affect any of the provisions hereof.
The Application is hosted in the European Union in Germany, and the services provided hereunder are offered by Zircel; email@example.com