Terms and Conditions
Last updated: January 19, 2020
For Advertisers T&C see here: http://zoomd.com/zoomd-advertiser-ua-tcs/
For SaaS platform T&C- see here: https://zoomd.com/zoomd-saas-ua-tcs/
For Publishers T&C see here: http://zoomd.com/zoomd-publisher-ua-tcs/
For the Search T&C see here: http://zoomd.com/zoomd-search-tcs/
These Terms and Conditions are made between yourself (“ You ”or“ your ”or“ Licensee “) and Zoomd Ltd., a company incorporated under the laws of the State of Israel (“ Us “, “ We ”,“ Our ”or “ Zoomd ”).
Your access to and use of this website constitutes your acceptance of these Terms and Conditions and any other legal notices and statements contained on this website. Your use of the Zoomd website is governed by the version of the Terms and Conditions in effect on the date this website is accessed by You.
Scope of Services . These Terms and Conditions cover the entire scope of services provided by Zoomd including, but not limited to, the use of our website, the use of search add’s services on your websites and the use of Zoomd’s marketing platform (including the self-serve version thereto ), Zoomd’s Software, data collection and storage practices, downloadable material from our website, content or services that We may add in the future (collectively, the “ Services ”).
Definitions: “ Zoomd’s Software ”shall mean the software licensed by Zoomd to You in connection with the Services provided hereunder. Zoomd’s Software shall include form time to time modifications or additions made available by Zoomd to You, if any. Such modifications or additions may include significant changes to the Software and/or Services (collectively, the “ Major Modification ”) and minor additions, changes, security patches, fixes and improvements (collectively, the “ Minor Modifications ”). “ Properties ” shall mean any software to which Zoomd’s Software and/or Services is incorporated to, including websites, content, application, toolbar.
Grant of License . Subject to your compliance with the Terms and Conditions, Zoomd grants you a non-exclusive, non-sub licensable, non-transferable, fully revocable license to install, display and use the executable form of the Zoomd Software to enable You to make use of the Services provided therein. Zoomd may automatically update the Zoomd Software from time to time, in its sole discretion. Zoomd reserves all rights in the Zoomd Software not expressly granted to You in these Terms and Conditions and disclaims any implied license, including implied licenses to copyrighted materials, Zoomd’s trademarks and patents.
You grant to Zoomd a non-exclusive, non-transferable, revocable, royalty free license to display on and distribute by using the Zoomd Services all trademarks, service marks, and/or copyrighted material derived or related to your website, application or any other Properties (the “Content“) that You provide to Zoomd through the Services for the limited purpose of providing You with the Services. Such license granted hereunder may be sub-licensable by us to our affiliates/partners for the sole purpose of providing You the Services. We shall not otherwise copy or modify any Content that You have made available through and pursuant to the foregoing license, except as necessary to for the purpose of providing the Services hereunder.
Restrictions. Except as expressly specified in these Terms and Conditions, You may not use or allow any other third party to use Zoomd’s Software or Services for any purpose other than that expressly permitted under these Terms and Conditions. Without limiting the foregoing, You shall not and shall not permit any third party to: (i) modify, adapt, translate, prepare derivative works of, decompile, reverse engineer, disassemble or otherwise attempt to derive any code from Zoomd Software or Services, (ii), reproduce, display, sublicense, sell, lease or otherwise transfer or distribute the Zoomd Software, except as expressly permitted in these Terms and Conditions, (iii) remove, modify or obscure any proprietary notice, or legend from Zoomd’s Software or Services, (iv) use Zoomd’s Software or Services for the purpose of developing a product that would compete with Zoomd’s Software, products or Services, (v) crawl, index or in any other non-transitory manner store, encrypt, or cache information obtained from the Zoomd’s Software or Services, (vi) use the Software in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms and Conditions. Zoomd’s Software and Services, including any component thereof, are licensed hereunder and not sold to You, (vii) fraudulently or purposely manipulate the content of Zoomd’s Software or Services, (viii) generate fraudulent impressions, automated and/or fraudulent clicks in connection with Zoomd’s Software or Services, or fictitious downloads or installations made in connection with Zoomd’s Software or Services, or any other method that may lead to artificially high numbers of queries, impressions, downloads, or clicks, or (ix) incentivize Your end users to click on any links related to Zoomd’s Software or Services.
All use of the Zoomd Services, whether by You or by visitors and/or end-users of Your site, including, without limitation, making phone calls or sending emails if available, is subject to fair use limitations, at our absolute and sole discretion. Use of our Services in breach of these Terms and Conditions might bring to the immediate termination of your subscription and/or the charging of extra fees for the use of the Services, as shall be determined by us at our absolute and sole discretion. We reserve the right to impose limitations upon the use of the Services at any time and/or to terminate the provision of any part of the Services at any time, all at our absolute and sole discretion.
Payment Policy. Use of the Service may require opening a Zoomd account (the “Account”). The Account is subject to, among other things, a satisfactory credit review, and may be required to be funded with a pre-paid balance and maintained with a valid credit card. You will be billed for your spending, as well as for your usage of optional features and functionalities. Fees for optional features and functionalities are provided in the Account interface at the time such features are utilized.
Your minimum investment (if applicable) for setting up the Account is defined during the registration process. The Service will be charged on the basis defined during the registration process and will include the cost of the Service. You will receive monthly invoices from Zoomd or any of its affiliates/partners. All payments to Zoomd shall be made in the currency of the invoice, and are quoted exclusive of any applicable tax which shall be payable at the time and in the manner required by the applicable law. Unless otherwise agreed, the agreed price shall be regarded as net of any deductions regarding taxes, expenses, duties, rights or withholdings, present or future, of any nature or kind, imposed by the authorities or any applicable regulations your country of residence. Zoomd may set up some credit limits at its own discretion and will notify You accordingly. Zoomd shall be entitled to charge interest and recovery costs on overdue amounts as specified by the applicable law. Any claim on the invoice can only be raised within one month of receipt. Unless stated otherwise in the registration process, all invoices shall be payable solely by You.
Proprietary Rights. All our intellectual property assets (the “IP”) including but not limited to all copyrights, trademarks, patents, service marks, trade names, software code, icons, logos, characters, layouts, trade secrets, buttons, color scheme and graphics related to the Software and/or the Services are Zoomd’s sole and exclusive IP and are all protected by local and international intellectual property laws and treaties including all copyright laws and regulations. Under no circumstances shall You remove any copyright notification from any of our IP or unlawfully use Our website and/or Software and/or Services. The use of our Services does not grant You any rights other than those granted to You by the license hereunder. We own or are licensed to use all the images, graphics, video, audio, software code, user interface design or logos, and/or content displayed on our website and/or any software used therein and/or useable there through. You may not use these images in any way other than the manner which We provide them. Nothing contained on Our website and/or the Software and/or the Services shall be construed as granting, by implication or otherwise, of any license or right to use any trademark without either our written permission or the permission of the proprietor of such trademarks. If You link our Software and/or Services to your website, application or any other Properties, such Properties as well as the link itself, may not, suggest that We endorse, sponsor or are affiliated with any non-Zoomd website, entity, service or product, and may not make use of any of our IP other than the use permitted hereunder.
Representations and Warranties. You represent and warrant that (a) you have all rights to provide the Content to Zoomd for the Services and that the Content does not violate any law or regulation governing false or deceptive advertising, sweepstakes, gambling, or trade disparagement and/or does not contain or link to any form of illegal activity, (b) that the use and display of such Content through the Software and/or the Services does not infringe the intellectual property, privacy or publicity rights of any third party, (c) that such Content does not contain any: misrepresentations or content that is defamatory or violates any rights of privacy or publicity; gratuitous displays of violence, obscene or vulgar language, and abusive content or content which endorses or threatens physical harm; promoting any type of hate-mongering (i.e., racial, political, ethnic, religious, gender-based, sexuality-based or personal, etc.),. You represent and warrant that you are responsible for all activity related to the Content provided on Your website or application and Zoomd disclaims any and all liability relating thereto. You expressly agree that Zoomd does not monitor content provided or made available in or through Your Properties, nor does it screen or has any control over such content. You shall be solely responsible for all Content provided on or by your Properties and in no event shall Zoomd be liable for any damages or loss whatsoever, whether direct, indirect, general, special, compensatory, punitive, consequential, and/or incidental, arising out of or relating the use of Your Properties.
Disclaimer of warranties. YOU EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” BASIS. ZOOMD EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. ZOOMD MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR NEEDS OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY OR BE FREE FROM SOFTWARE ERRORS, NOR DOES ZOOMD MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR THE ACCURACY OF ANY OTHER INFORMATION OBTAINED THROUGH THE SERVICES OR THAT DEFECTS IN THE PLUG-IN WILL BE CORRECTED. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE SERVICES. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ZOOMA OR THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU EXPRESSLY AGREE THAT ZOOMD’S SOFTWARE AND ALL CONTENT OR SERVICES PROVIDED THEREIN, THEREWITH OR IN CONNECTION THERETO ARE PROVIDED “AS IS” AND “AS AVAILABLE”. ZOOMD, ITS AFFILIATES, SUBSIDIARIES AND THIRD PARTIES THAT PROVIDE CONTENT OR SERVICES THROUGH THE SOFTWARE MAKE NO REPRESENTATION OR WARRANTIES WITH RESPECT TO SOFTWARE AND EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. ZOOMD AND ITS LICENSORS DO NOT WARRANT THAT THE ZOOMD’S SOFTWARE OR SERVICES WILL OPERATE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY DEFECTS WILL BE CORRECTED. ZOOMD SHALL NOT BE RESPONSIBLE FOR SOFTWARE OR CONTENT THAT IS SERVED THROUGH OR LINKED FROM THE ZOOMD’S SOFTWARE OR SERVICES. THE PARTIES ACKNOWLEDGE THAT THE FOREGOING DISCLAIMER IS A FUNDAMENTAL PART OF THESE TERMS AND CONDITIONS, AND ZOOMD WOULD NOT ENTER INTO THESE TERMS AND CONDITIONS ABSENT SUCH DISCLAIMER.
Indemnification. You shall indemnify, defend and hold harmless Zoomd and its parent, affiliates, officers, directors, employees, and agents from and against any and all claims, losses, damages, liabilities, costs, and expenses (including without limitation attorneys’ fees) arising out of or in connection with: (a) Your breach or alleged breach of any representation, warranty or obligation made under these Terms and Conditions or applicable laws; (b) operation or use of Your Properties; (c) your use of the Zoomd Software or Services; (d) your violation of any rights of another person or entity.
Limitation on liability. To the maximum permitted under applicable law, in no event will Zoomd be liable to You for any special, incidental, exemplary, punitive or consequential damages (including loss of use, data, business or profits) or for the cost of procuring substitute products arising out of or in connection with these Terms and Conditions or the use or performance of the Software or Services, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not Zoomd has been advised of the possibility of such loss or damage. The foregoing limitations will survive and apply even if any limited remedy specified in these Terms and Conditions is found to have failed of its essential purpose. In any case, Zoomd’s entire liability under any provision of these Terms and Conditions shall not exceed amounts paid to Zoomd, with respect to the Software and/or the Services, in the twelve (12) month period prior to the event giving rise to liability. No action arising under or relating to these Terms and Conditions and/or the Services, regardless of its form, may be brought by You more than six (6) month after the cause of action has accrued and in any event no later than three (3) months after the termination of the Software and/or the Services. The foregoing limitations shall apply notwithstanding any failure of essential purpose of any limited remedy and are fundamental elements of the bargain between the parties.
Future Services. Future versions of Zoomd Software and/or the Services may be developed and released by Zoomd in its sole discretion. Zoomd does not warrant or represent that it will develop or release any upgrades within a given timeframe. Zoomd reserves the right at any time and from time to time to make Minor Modifications, either temporarily or permanently, to the Zoomd Software and/or the Services (or any part thereof) without prior written notice. Furthermore, Zoomd reserves the right at any time and from time to time to make Major Modifications or discontinue, temporarily or permanently the Zoomd Software and/or Services (or any part thereof) with a thirty (30) days prior written notice.
Force Majeure. We will not be liable to You under any circumstances for any damage or losses that You incur due to circumstances beyond our control legally referred to as Force Majeure including, but not limited to, pursuant to any action taken by any government or regulatory body, legal authority, technical delays, technological malfunction, loss of data and records or destruction of hardware. We will not be liable to You for any such extraordinary events known as Force Majeure which may occur that We could not foresee or otherwise prevent.
Governing Law & Jurisdiction. These Terms and Conditions shall be governed by and construed in accordance with the laws of Israel notwithstanding any principles of conflicts of law. By using our Services You agree to recognize all electronic and magnetic data and documentation as admissible evidence when settling a dispute regarding any trades and investments. The competent courts in Tel-Aviv, Israel shall have sole and exclusive jurisdiction regarding any dispute or claim arising hereunder.
Severability. If any part of these Terms and Conditions is unlawful, void or determined to be unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions.
Assignment. Subject to applicable regulations, upon notice to You, Zoomd may assign these Terms and Conditions and/or any of our rights and/or obligation hereunder to another registered or authorized or unauthorized investment professional.
Contact details and customer support services. Zoomd is committed to provide the most professional customer support services: You are welcome to contact Us in any question and/or concern You may have at: email@example.com, tel: +972-72-2200555