Website Terms
This website, together with any related websites, (collectively, the “Site”) is owned and operated by Scale to Zen Limited or it’s affiliates (collectively “Scale to Zen”). Please read these Terms of Use (“Terms”) carefully before using the Site. By accessing or using the Site or any of the content on the Site you agree to be legally bound by these Terms. If you do not accept these Terms, do not use the Site or any of its Content (defined below).
You represent to Scale to Zen that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into these Terms for an entity, such as the company you work for, you represent that you have authority to bind that entity and you agree that “you” as used in these Terms includes both you personally and the entity you represent. You and Scale to Zen are collectively referred to as the “Parties” and each is a “Party”.
Master Subscription Agreement
These Terms do not govern the use of any hosted application or other services (the “Service”) operated or provided by Scale to Zen. If you are accessing or using the Service – even if you are doing so through a free trial – then you are subject to Scale to Zen’s Master Subscription Agreement or such other written contract as may be separately agreed between you and Scale to Zen.
Scale to Zen Content
The Site contains HTML, applications, messages, text, files, images, photos, video, sounds, profiles, works of authorship, data and other content (collectively, “Content”) of Scale to Zen or its licensors (“Scale to Zen Content”). The Site (including the Scale to Zen Content) is protected by copyright, trademark, trade secret and other laws; and as between you and Scale to Zen, Scale to Zen owns and retains all rights in the Site and the Scale to Zen Content. Scale to Zen hereby grants to you a limited, revocable, non-sublicensable license to access, display and perform the Scale to Zen Content (excluding any computer code) solely for your personal, non-commercial use and solely as necessary to access and use the Site. Except as expressly permitted by Scale to Zen in these Terms or on the Site, you may not copy, download, stream, capture, reproduce, duplicate, archive, upload, modify, translate, create derivative works based upon, publish, broadcast, transmit, retransmit, distribute, perform, display, sell or otherwise use or transfer any Scale to Zen Content. You may not, either directly or through the use of any device, software, online resource or other means, remove, alter, bypass, avoid, interfere with or circumvent any copyright, trademark or other proprietary notice on the Scale to Zen Content or any digital rights management mechanism, device, or other content protection or access control measure associated with the Scale to Zen Content.
Third-Party Services
The Site may make available, or third parties may provide, links to other websites, applications, resources, advertisements, Content or other products or services created, hosted or made available by third parties (“Third-Party Services”), and such third parties may use other third parties to provide portions of the Third-Party Service to you, such as technology, development or payment services. When you access or use a Third-Party Service, you are interacting with the applicable third party, not with Scale to Zen, and you do so at your own risk. Scale to Zen is not responsible for, and makes no warranties, express or implied, as to, the Third-Party Services or the providers of such Third-Party Services (including without limitation the accuracy or completeness of the information provided by such Third-Party Service or the privacy practices of any third party). Inclusion of any Third-Party Service or a link thereto on the Site does not imply approval or endorsement of such Third-Party Service. Scale to Zen is not responsible or liable for the Content or practices of any Third-Party Service or third party, even if such Third-Party Service links to, or is linked by, the Site.
Privacy
Please review Scale to Zen’s Privacy Policy (“Privacy Policy”) to learn about Scale to Zen’s information collection, usage and disclosures practices with respect to information collected by Scale to Zen through the Site.
Your Content
By posting, displaying, publishing or making available for download or use any Content on the Site (other than personal information that is subject to the Privacy Policy), you hereby grant Scale to Zen a perpetual, worldwide, nonexclusive, irrevocable, royalty-free, sublicensable (through multiple tiers) license to perform, display, reproduce, prepare derivative works from, distribute, sell, sublicense, transfer and otherwise use without restriction all or any part of such Content.
Acceptable Use
Your use of the Site is subject to acceptable use, as may be determined from time to time. Scale to Zen is not responsible or liable for any user Content or conduct on the Site. If you become aware of any misuse of the Site, please report such misuse immediately to Scale to Zen.
Compliance with Laws
You represent that, in agreeing to, and performing under, these Terms, you are not violating, and will not violate, any governmental laws, rules, regulations or orders that are applicable to your use of the Site (“Applicable Laws”).
Indemnity
You agree to defend, indemnify and hold harmless Scale to Zen, its affiliates and their respective employees, contractors, agents, officers and directors from and against any and all claims, damages, obligations, losses, liabilities, costs, debt or expenses (including without limitation attorneys’ fees) arising out of or related to any claim, suit, action or proceeding by a third party arising out of or relating to your use of the Site, breach of these Terms (including any Scale to Zen policy referenced in these Terms), violation of law, or any Content that you post, upload or cause to interface with the Site, or otherwise transfer, process, use or store in connection with the Site.
Disclaimer
THE SITE AND ALL CONTENT AND OTHER ITEMS MADE AVAILABLE BY Scale to Zen ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. Scale to Zen ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (i) ERRORS, MISTAKES OR INACCURACIES OF DATA OR INFORMATION POSTED, DISPLAYED, PUBLISHED OR MADE AVAILABLE FOR DOWNLOAD OR USE ON THE SITE, (ii) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM USE OF THE SITE, (iii) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, OR (iv) THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF ANY THIRD PARTY NOT UNDER Scale to Zen’s CONTROL.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (a) IN NO EVENT SHALL Scale to Zen, ITS AFFILIATES OR THEIR RESPECTIVE EMPLOYEES, CONTRACTORS, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES ARISING OUT OF OR RELATING TO THE SITE; AND (b) IN NO EVENT SHALL Scale to Zen’S CUMULATIVE AND AGGREGATE LIABILITY UNDER THESE TERMS EXCEED TWO HUNDRED U.S. DOLLARS. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION APPLY WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER BASIS, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
Responsibility for End Users
You are responsible for violations of these Terms by anyone using the Site with your permission or using your account on an unauthorized basis. Your use of the Site to assist another person in an activity that would violate these Terms if performed by you is a violation of these Terms. These Terms applies to anyone accessing or using the Site; however, each provision in these Terms shall be interpreted to include, and apply to, any action directly or indirectly taken, authorized, facilitated, promoted, encouraged or permitted by a user of the Site, even if such person did not themselves violate the provision.
Termination and Monitoring
If you violate these Terms, Scale to Zen may suspend or terminate your use of the Site. Scale to Zen’s right to suspend or terminate your use of Site applies even if a breach is committed unintentionally or without your authorisation if Scale to Zen believes that suspension or termination is necessary to ensure compliance with Applicable Laws or to protect the rights, safety, privacy, security or property of Scale to Zen, its customers or third parties.
Scale to Zen reserves the right, but does not assume the obligation, to investigate any violation of these Terms or misuse of the Site. Scale to Zen has the right in its sole discretion to edit, refuse to post or remove any Content posted, displayed, published or made available for download or use on the Site that Scale to Zen finds to be in violation of these Terms. Scale to Zen may report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Such reporting may include disclosing appropriate customer data. Scale to Zen also may cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct.
Electronic Communications
When you visit the Site or send emails to Scale to Zen, you are communicating with Scale to Zen electronically; and you consent to receive communications from Scale to Zen electronically. Scale to Zen will communicate with you by email or by posting notices on the Site. You agree that all agreements, notices, disclosures and other communications that Scale to Zen provides to you electronically satisfy any legal requirement that such communications be in writing.
Modifications
Scale to Zen may modify these Terms at any time by posting a revised version on the Site. By accessing the Site, you agree to the latest version of these Terms.
Governing Law
This Agreement will be interpreted, construed and enforced in accordance with the laws of Hong Kong.
Miscellaneous
These Terms constitute the complete and exclusive statement of the agreement between the Parties and supersede all proposals, oral or written, and all other communications between the Parties relating to the subject matter of these Terms. In the event any information posted on the Site from time to time conflicts with any provision of these Terms, the applicable provision of these Terms shall control. Any terms and conditions of any other instrument issued by you in connection with these Terms which are in addition to, inconsistent with or different from these Terms shall be of no force or effect.
These Terms do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and Scale to Zen. You may not assign, transfer or sublicense all or any of your rights or obligations under these Terms without Scale to Zen’s express prior written consent. Scale to Zen may assign, transfer or sublicense all or any of Scale to Zen’s rights or obligations under these Terms without restriction. The failure of Scale to Zen to exercise or enforce any condition, term or provision of these Terms will not operate as a waiver of such condition, term or provision. Any waiver by Scale to Zen of any condition, term or provision of these Terms shall not be construed as a waiver of any other condition, term or provision.
If any provision of these Terms is held invalid or unenforceable, the remainder of these Terms shall continue in full force and effect. You agree that a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Scale to Zen will not be responsible for failures to fulfill any obligations due to causes beyond its control. Non-English translations of these Terms may be provided for convenience only. In the event of any ambiguity or conflict between translations, the English version is authoritative and controls.