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EULA (End- User License Agreement)

This End User License Agreement (the ” Agreement ” or ” License ” or ” EULA “) shall be considered a legally binding agreement between You (an individual or an entity, hereinafter ” Licensee ” or ” You ” or ” Your “) and Zumbido Limited for the use of specified software/ platform Zumbido Express , zumbidoexpress.com and its associated subdomains (“Website” or “Websites”), along with Our android applications and Our iOS applications (“Application” or “Applications”) which may include Updates, Upgrades, related printed material, media, and any other part, components and/or software modules, including but not limited to required drivers (the “Product”). Other aspects of the Product may include, but are not limited to, software updates and upgrades that Zumbido Limited or its affiliates or subcontractor(s) may supply to You or make available to You, or that You obtain after the initial copy of the Product, and as such are not accompanied by a separate license agreement or terms of use.

BY WAY OF CLICKING ON THE “I ACCEPT” BUTTON, INSTALLING, DOWNLOADING, ACCESSING, OR OTHERWISE USING THIS PRODUCT, YOU ARE AGREEING THAT YOU HAVE CAREFULLY READ AND UNDERSTOOD THE TERMS OF THIS EULA, AND AGREE TO BE LEGALLY BOUND BY THE HEREIN CONTAINED TERMS OF THIS EULA. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS EULA, YOU WILL HAVE NO RIGHTS TO THE PRODUCT AND SHOULD THEREFORE NOT INSTALL, COPY, DOWNLOAD, ACCESS NOR USE THE PRODUCT IN ANY MANNER/FORM.

FURTHERMORE, BY ACCEPTING THE TERMS OF THIS EULA, YOU HEREBY WAIVE ANY RIGHTS OR REQUIREMENTS UNDER ANY LAWS OR REGULATIONS IN ANY JURISDICTION THAT REQUIRE AN ORIGINAL (NON-ELECTRONIC) SIGNATURE OR DELIVERY OR RETENTION OF NON-ELECTRONIC RECORDS, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, AND YOU HEREBY ACKNOWLEDGE THAT YOU ARE FAMILIAR WITH AND AGREE TO THE TERMS OF THE COMPANY’S PRIVACY POLICY, AVAILABLE AT zumbidoexpress.com , WHICH PRIVACY POLICY IS INCORPORATED AS AN INTEGRAL PART OF THIS EULA.THIS PRODUCT IS PROTECTED BY COPYRIGHT LAWS, AS WELL AS ANY OTHER APPLICABLE INTELLECTUAL PROPERTY LAWS. THIS PRODUCT IS LICENSED AND NOT SOLD.

Definitions and Interpretations

  • "Agreement" or "License" or "EULA" shall mean this End User License Agreement.
  • "Licensee " or "You " or “Your” shall mean You, the individual or business entity licensing the Product under the terms of this Agreement.
  • "Intellectual Property " means current and future worldwide rights under patent law, copyright law, trade secret law, trademark law, moral rights law, and other similar rights.
  • "Update " means maintenance of, or a fix to, a version of the Product, including, but not limited to a hotfix, patch, or enhancement, none of which function as a standalone service or other software packages.
  • "Upgrade " means a major, standalone version of the Product, which may include additional applications, features, or functionality.
  • An individual or business entity or person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality), and that person's legal representatives, successors, and permitted assigns.
  • Words in the singular shall include the plural and vice versa.
  • A reference to one gender shall include a reference to the other genders.
  • A reference to a statute, statutory provision, or subordinate legislation is a reference to it as it is in force and may be amended from time to time and includes any statute, statutory provision, or subordinate legislation which it amends or re-enacts; provided that, as between the Parties, no such amendment or re-enactment shall apply for the purpose of this Agreement to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any party.
  • A reference to writing or written includes e-mail.
  • Any obligation in this Agreement on a person not to do something includes an obligation not to agree or allow that thing to be done.
  • Any phrase introduced by the terms "including", "include", "in particular " or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
  • References to articles, sections, or clauses are to the articles, sections, and clauses of this Agreement.
  • “We”, “Us”, “Our” and “Zumbido”, means Zumbido Limited.

License Grant

Subject to Your full compliance at all times with the terms and conditions set forth in this EULA Zumbido shall grant to You a limited, non-transferable, non-exclusive license for the use and/or installation of the Product subject to all the terms and conditions set forth herein. Furthermore, this EULA shall also govern any and all software Updates and Upgrades provided by Zumbido that would replace, overwrite and/or supplement the originally installed version of the Product, unless those other Updates and Upgrades are covered under a separate license, in which case the terms of that license will govern.You acknowledge and agree that We may monitor and audit Your use of the Product for compliance with this EULA at any time. In the event that such audit reveals any non-compliance with the terms of this Agreement, We shall at Our discretion have the right to impose penalties for such non-compliance. Furthermore, You shall reimburse Us for all expenses related to such audit in addition to any other liabilities/penalties You may incur as a result of such non-compliance.

Term

This EULA shall come into effect immediately on the date You have pressed the “I ACCEPT” button or You have Installed, or downloaded, or accessed, or otherwise started using the Product. This EULA will remain in effect until it is terminated in accordance with this EULA.

Termination

  • Termination for Convenience, You may terminate this EULA for any reason by giving Us one hundred and twenty (120) days prior written notice. We may terminate this EULA for any reason or for no reason by providing You with prior written notice of thirty (30) days. In case You terminate this EULA in accordance with this clause (4.1) then the Subscription Fee paid by You will be forfeited and We will have no obligation to return the same. The parties can mutually decide to terminate this EULA.
  • Termination for Cause Clause, Should You breach this EULA or occurrence of a Force Majeure Event or any current or future governmental regulations prevents the continuation of the provision of Our services or Product, Your right to use the Product will immediately terminate without any liability and notice by Us. However, all provisions of this EULA, with the exception of the License grant, shall survive termination and will remain in effect. Notwithstanding anything to the contrary, upon the termination of the License in accordance with any clause of this EULA, You MUST destroy any and all copies of the Product. Without prejudice to any other rights or remedies that We may have in law or in this EULA, You understand and agree that in case We terminate this EULA in accordance with this clause (4.2) You will not be entitled to receive any payment or refund of any Subscription Fee paid by You and the same shall stand forfeited.

INTELLECTUAL PROPERTY

  • Protected Product. The Product is protected by copyright and other Intellectual Property laws and treaties, and as such all rights, title, and interest in and to the content offered, including but not limited to, any photographs, images, video animation, text, and music, that may be incorporated as part of the offered content is protected by aforesaid laws and treaty provisions. Therefore, offered content must be treated like any other copyrighted material.
  • No Grant of Rights Including but not limited to, all trademarks, service marks, product names, and company names or logos present in the Product are Our properties and no right, title, license, or interest to any of Our trademarks is granted hereunder. For the sake of clarity, Zumbido owns all Intellectual Property rights in Product. You agree that no such right, license, or interest shall be asserted by You with respect to such trademarks. Use of any of these marks without Our prior written permission is strictly prohibited.

We will not receive any title to Your pre-existing intellectual property rights and do not grant any rights in the same to a third party. We shall not be liable for any claim of intellectual property infringement, to the extent that it does not pertain to intellectual property that We own. You shall indemnify, keep indemnified and hold Us harmless from any claim by a third party pertaining to infringement of intellectual property. You shall take over the defense of any such claim and reimburse Us for any costs, penalties, etc., incurred by Us in relation to the claim

Restriction on Use

As a Licensee, You may not: (a) You may not sell, resell, assign, share, distribute, lend, lease, license, sublicense or otherwise make available, in any manner whatsoever, to any third party the offered content; (b) Modify, adapt, create derivative works from or translate any part of the offered content other than what may be used within Your work in accordance with this License; (c) Reverse engineer, decompile or disassemble the offered content, nor attempt to locate or obtain its source code; (d) Attempt to alter or remove any trademark, copyright or other proprietary notice contained within the offered content; or (e) create Internet link(s) to the Product or frame(s) or mirror(s) any content thereof on any other server, wireless or internet-based device; or (f) access the Product in order to (i) build a competitive product or service or software, (ii) build a product/software using similar ideas, features, functions, or graphics of the Product, (iii) copy any ideas, features, functions, or graphics of the Product, (iv) circumvent the copy protection technology that may be included in the Product, including features that automatically disables or limits use of the Product upon expiration of a License, (v) make copies of the Product (or any part of the Product); or (g) Make use of any offered content in any manner not stipulated within this EULA or the documentation accompanying the offered content.

You may not, in the course of Your use of the Product (a) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; or (b) send or store infringing, obscene (including pornography, violence, terror, etc.), threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; or (c) send or store material containing software viruses, worms, trojan horses, or other harmful computer code, files, scripts, agents or programs; or (d) attempt to gain unauthorized access to the Product or its related systems or networks; or (e) violate or cause Us to violate applicable law; or (f) use the Product other than for Your reasonable internal business purposes

Furthermore, You acknowledge that We assume no responsibility for monitoring Your use of the Product for inappropriate content or conduct. We will have a right to immediately suspend Your usage of the Product if it comes to Our attention that You have indulged in any of the activities mentioned in this clause.

UPDATES / UPGRADES

Zumbido may find the need to make available Updates or Upgrades for the Product, in accordance with the herein contained terms and conditions of this EULA. These shall be at the sole discretion of Zumbido to make conditional releases of said Updates or Upgrades to You upon Your acceptance of another EULA or execution of another separate agreement. Should You elect to install and make use of these updates, You are therefore agreeing to be subject to all applicable license, terms, and conditions of this EULA and/or any other agreement. We reserve the right to levy an additional charge for any Upgrades/Updates.

If We make any Upgrades/Updates mandatory, it is Your responsibility to ensure that You install the same. We will not be liable for Your use of an older version and will not be liable to fix any issues that come in the older version of the Product. You shall indemnify, keep indemnified and hold Us harmless from any actions or claims pertaining to infringement of any intellectual property arising out of Your use of an outdated version of the Product.

Zumbido reserves the right to modify, suspend or discontinue, temporarily or permanently the Product or any services to which it connects, with or without notice and without any liability to You.

YOUR RESPONSIBILITIES. You shall be solely responsible:

  • For compliance with all applicable local, state, national and foreign laws, treaties, and regulations relating to Your use of the Product, including those related to the protection of intellectual property, data privacy, international communications, and the transmission of technical or personal data. Furthermore, You shall be solely responsible for maintaining the secrecy, security, privacy, etc., of Your username and passwords. Under no circumstances shall We be liable for any unauthorized use of Your username and/or password. We shall have the right to suspend the use of Your account if we suspect unauthorized use. You shall notify Us immediately of any unauthorized use of any password or account or any other known or suspected breach of security at support[at]zumbido[dot]biz and use reasonable efforts to stop immediately any copying or distribution of content that is suspected to have been breached.
  • For using the Product only for lawful purposes. Accordingly, You shall not do anything that encourages conduct that would constitute a criminal offense, or which encourages or may encourage "hacking" or "cracking," or which gives rise to civil liability or otherwise violates any applicable local or international law.
  • For all activity occurring with the use of the Product provided to You, whether such activity is done by You or any other person on Your behalf or any person who receives services from You.
  • For obtaining or providing, at Your sole expense, all telephone, internet service and/or leased or dedicated access lines, telephone, and computer equipment, including connection equipment and modems and any other hardware or software necessary to enable the operation of the Product. You understand and acknowledge that We will not be liable for network/hardware/software related problems attributable to the operation of the Product and that internet and network configuration changes may affect the Product's performance and accessibility. As the use of the Product involves hardware, software, and internet access, Your ability to use the Product may be affected by the performance of these factors. You acknowledge and agree that such system requirements, which may be changed from time to time, are Your responsibility.
  • To any person who is aggrieved because of Your use of the Product. You acknowledge that We assume no responsibility whatsoever towards them.
  • In case You are a business entity or corporate or unincorporated body (whether or not having separate legal personality) You can have users to use the Product on Your behalf (“Authorized Users”) subject to their compliance with this EULA which will be applicable to them as it is applicable to You. You shall make sure that Your total Authorized Users shall not at any point of time exceed the maximum number of Authorized Users allowed under the subscription plan that you have bought/subscribed, unless You have (in addition to your subscription plan) bought/subscribed for such additional Authorized Users, from Us. You will be solely responsible for any acts or omissions of the Authorized Users along with their compliance with this EULA and You shall indemnify, keep indemnified and hold Us harmless for the same.

Disclaimer of Warranty

Zumbido shall use commercially reasonable efforts to maintain Product in a manner that minimizes errors and interruptions.you agree that the use of the product is at your sole risk and the zumbido does not warrant that product will be uninterrupted or error-free; nor does it make any warranty as to the results that may be obtained from use of product. to the fullest extent permitted by applicable law, except as expressly provided for herein and notwithstanding anything to the contrary, neither party nor any officer, director, subsidiary, affiliate, or employee of either party, makes any other warranty of any kind, whether express, implied, statutory or otherwise, including, but not limited to, warranties of merchantability, fitness for a particular use, and noninfringement. neither zumbido nor any officer, director, subsidiary, affiliate, or employee of zumbido makes any representation or warranty about any content or information made accessible by or through product. zumbido reserves the right to alter, modify, suspend or discontinue, temporarily or permanently the product ( in whole or in part) (at any time, and any reliance on the software or its quality or performance is at your sole risk.

limitation of liability and remedies. neither us nor anyone on our behalf nor anyone involved in creating, producing, marketing or distributing the software, shall be liable for any direct, indirect, incidental, special or consequential damages resulting from use of or inability to use the software due to any cause whatsoever. in case we are liable due to any applicable law, our entire liability and/or any liability of our suppliers, howsoever arising shall be limited to the amount paid by you for the product in the twelve (12) months preceding the date of the claim. under no circumstances will we be liable for any indirect, consequential, or punitive damages including but not limited to loss of profits, loss of revenue, loss of data, (each whether direct or indirect). this clause captures your exclusive remedy with regards to any claims. the aforementioned limitations, exclusions, and disclaimers shall apply to the maximum extent permitted by law, even should any proposed remedy fail its essential purpose.

Indemnity

Notwithstanding anything to the contrary, You will defend, indemnify, keep indemnified, and hold Us, Our affiliates, suppliers, licensors, and each of their/Our respective employees, officers, directors, and representatives harmless from and against any claims, damages, losses, liabilities, costs, and expenses (including but not limited to, reasonable attorney’s fees) arising out of or relating to (i) Your download, installation, use, reproduction or distribution of the Product (including in combination with devices, software, or other items), (ii) unauthorized use of the Product, or (iii) any breach of this EULA or violation of any applicable laws (iv) in connection with the Product; or (v) violation of any rights of any third-party.

Export Controls

By installing the Product, You hereby agree that You will comply with any and all applicable export laws, restrictions, and all regulations that are applicable to You in any jurisdiction and specifically of the U.S. Department of Commerce, U.S. Department of Treasury, and any other U.S. or foreign agency or authority with regards to this provision of the EULA. You expressly agree not to export or re-export, nor allow the export or re-export of the offered content either in accordance with or in violation of any such law, restriction, or regulation, including without limitation, export or re­ export to any country subject to any and all applicable U.S. trade embargoes or any other prohibited destination.

Privacy Policy. The terms of the privacy policy are incorporated herein by reference to form a part of this agreement and can be found at zumbido.ca

SUBSCRIPTION FEES AND MODELS.

  • We offer multiple types of subscriptions for Our Product [Zumbido Express] . The subscription models are captured on zumbidoexpress.com . Fees for the subscription model applicable to You will be the one that is selected while entering into this Agreement (“ Subscription Fees ”). You understand and agree that We have the right to modify Our subscription models and subscription fees upon our sole discretion.
  • Your License to use the Product is subject to the full payment of the agreed Subscription Fees. The entire Subscription Fee shall be paid to Us in advance and shall be non-refundable even if You stop using the Product at any point in time.
  • You shall provide Us with complete and accurate billing and contact information. This information includes Your legal company/organization name (if applicable), street address, telephone number, fax number (if applicable), email address, and name of an authorized billing contact. You agree to update this information within 10 days of any change. If the contact information You have provided is false or fraudulent, We reserve the right, without prejudice to any other rights or remedies available to Us under applicable law, or this EULA, to immediately suspend Your access to the Product and subsequently terminate this EULA.
  • You are solely responsible for payment of any taxes applicable by any law. resulting from Your acceptance of this EULA and/or Your use of the Product. You agree to indemnify, keep indemnified and hold Us harmless from all claims and liability arising from Your failure to report or pay such taxes.
  • In case of termination of this EULA for whatever reason You agree that We may charge Your credit card, or any other means of payment provided by You to Us, with any unpaid fees, or any other outstanding payment obligation You have with Us.

MISCELLANEOUS

  • SUCCESSORS AND ASSIGNS. This EULA, in its entirety, shall be legally binding upon and inure to the benefit of Zumbido and You, Our respective successors, and permitted assigns.
  • SEVERABILITY. If any provision of this Agreement is held to be illegal, invalid, or unenforceable by a court of competent jurisdiction, the remaining provisions shall not be affected.
  • WAIVER. If there is any waiver of any breach or failure to enforce any of the provisions contained herein, it shall not be deemed as a future waiver of said terms or a waiver of any other provision of this EULA.
  • AMENDMENTS. Any waiver, supplementation, modification, or amendment to any provision of this EULA, shall only be effective when done so in writing and signed off by Zumbido and You, either by way of physical signatures, electronic signatures or by You pressing the “I Accept” button on the updated EULA.
  • GOVERNING LAW. This EULA shall be governed solely by the laws of Canada. Should any action arise out of or in relation to this EULA, such action may be brought exclusively in the appropriate federal or state court in Ontario, Canada, and as such, You and Zumbido irrevocably consent to the jurisdiction of said court and venue for Ontario, Canada.
  • ASSIGNMENTS. You may not assign or transfer any part of this Licensee without the written consent of Zumbido, except that, if a change of control occurs (including a sale or merger), the party experiencing the change of control may ensure this License remains in full force and effect by providing written notice (Publication on website to suffice) to the other party within thirty (30) days after the change of control.
  • VALID AND BINDING. This Agreement constitutes a valid and legally binding obligation of the parties, enforceable against the parties in accordance with its terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and other laws relating to or affecting creditors' rights generally and general equitable principles
  • EFFECT OF TITLE AND HEADINGS. The title of the Agreement and the headings of sections and clauses are included for convenience and shall not affect the meaning of the Agreement or the section.
  • FORCE MAJEURE. Except for payment obligations, if either party is prevented from performing or is unable to perform any of its obligations under this License due to causes beyond the reasonable control of the party invoking this provision, including but not limited to acts of God, acts of civil or military authorities, riots or civil disobedience, wars, strikes or labor disputes, pandemics, epidemics, relapse of a pandemic or epidemic, etc. (each, a "Force Majeure Events"), such party's performance shall be excused and the time for performance shall be extended accordingly provided that the party immediately takes all reasonably necessary steps to resume full performance.