VinZero Content on Demand - Terms of Service
By using the VinZero Content on Demand Site you represent that you are lawfully able to enter into this Agreement (e.g., you are of legal age and not barred from entering such agreements) with VinZero and if you are entering into this Agreement for an entity, you represent that you have legal authority to bind that entity.
1.0 Ability to enter an Agreement
2.0 Term of Service Offering
This Agreement shall commence when you click ‘Register” by creating a User Account to access or use our Services. You agree that by clicking “Register” or similar, by creating an account (“User”) or by otherwise joining, accessing, or using our Services you specifically acknowledge and agree that you have read, understood, and agree to these Terms in full and you understand that you are entering into a legally binding contract with VinZero Terms.
3.0 Service Offering
In accordance with this Agreement, VinZero will establish an account and login procedure for you on the website vinzerocod.com. These Service Offering terms govern your access to the content, services and solutions offered on the website at any given time
4.0 Changes to Service Offering
We may improve, change, or modify any of the Service Offering or change features or functionality of the Service Offering from time to time using commercially reasonable efforts to maintain or improve the Service Offering when compared to the Service Offering provided at the commencement of this Agreement. We will notify you of any material change to the Service Offering. You have the right to terminate this Agreement at any time if we make any of the changes contemplated hereby which you can demonstrate have or could adversely affect your position financially in relation to this Agreement.
5.0 Use of the Service
6.0 Acceptable Use
You agree to use the Service Offering for lawful purposes only. It is prohibited to use the Service Offering in a manner which contravenes regulations or laws in the State or Country where the Service Offering is used. This includes, but is not limited to: storage, transmission, distribution, or display of any information, data or material in violation of applicable laws or information protected by copyright, trademark, trade secret, or other intellectual property rights.
7.0 Your Responsibilities
You acknowledge and agree that the content and services offered by VinZero Content on Demand are the sole responsibility of the Manufacturer from which the content originated and that VinZero has no obligation to host content on the vinzerocod.com website. VinZero reserves the right at its sole discretion to review, modify, refuse, or remove any content from the site but does not undertake any obligation to do so.
You are solely responsible for allowing Users to access your Account, your Content and the use of the Service Offering. You will ensure that all Users comply with your obligations under this Agreement.
8.0 Fees and Payment
8.1 Service Fees for paid services
You will pay us the applicable fees and charges for use of the Service Offering as described in this Agreement where stipulated on vinzerocod.com and using the payment method as stipulated.
8.2 Taxes for paid services
All fees and charges stated in this Agreement are exclusive of any form of tax and duties including taxes applicable through the business transaction, including but not limited to Goods and Services Tax, Value Added Tax and Sales Tax (TAX).
Any TAX amounts payable by You shall be increased or decreased by such amount as required by law. If you are legally entitled to an exemption from TAX, you are responsible for providing us with legally sufficient TAX exemption documentation.
9.0 Temporary Suspension
9.1 Suspension or cessation of Service Offering
We may immediately suspend your or any User’s right to access or use any portion or all of the Service Offering in whole or in part at our sole discretion without prior written notice. You acknowledge and agree that if access to your account is disabled by VinZero, you may be prevented from accessing the vinzerocod.com site, your account and any files or other content which is contained in your account. You further agree and acknowledge VinZero has no obligation to store, archive or otherwise preserve your information.
10.Effect of Termination
10.1 End of Term
These Terms of Service continue to apply to the parties (in addition to any assignee) despite any permitted assignment of any rights under the Agreement or the completion or termination of the Agreement.
(a) you remain responsible for all fees and charges you have incurred until the date of termination;
(b) Your Content will be erased 30 days after termination unless alternative arrangements are agreed upon for your content to be stored for retrieval at a later date and all appropriate charges are paid in full
(c) If you are using the Services and do not or at any time cease to agree to the Terms, you should immediately stop using or accessing the Services. If you wish to terminate this Contract at any time you can do so by closing your Account (in the case of a registered User) and/or otherwise by simply stop accessing or using our Services
10.2 Termination for Cause by either Party
Either party may terminate this Agreement at any time for cause upon 30 days advance written notice to the other party if there is any material default or breach of this Agreement by the other party, unless the defaulting party has cured the material default or breach within the 30-day notice period.
10.3 Termination by VinZero
We may terminate this Agreement immediately upon notice to you (A) if any act or omission by you or any User results in a suspension pursuant to Clauses 5.0 and 13.3, or (B) in order to comply with the law or requests of governmental entities.
11.0 Proprietary Rights
11.1 Service Offerings License
VinZero or our affiliates or licensors own and reserve all right, title, and interest in and to the Service Offering and any improvements or suggestions that you may provide to VinZero. We grant you a limited, revocable, non-exclusive, non-sub-licensable, non-transferrable license for the Term to access and use the Service Offering solely in accordance with these Terms of Service. You obtain no rights from VinZero or our affiliates or licensors to the Service Offerings, including any related intellectual property rights other than those stated in this Agreement.
11.2 License Restrictions
You represent and warrant that You will not attempt to:
(a) modify, alter, tamper with, repair, or otherwise create derivative works of any Service Offering,
(b) apply any process or procedure to derive the source code of any software included in the Service Offering,
(c) access or use the Service Offering in a way intended to avoid incurring fees or exceeding usage limits or quotas, or
(d) assign this Agreement, or delegate or sublicense any of your rights under this Agreement without our consent.
(e) You agree that content will be downloaded and used solely for the purpose of inclusion in drawing and project documentation used or intended to be used in a built environment project to which you are a party as a professional adviser and that outside of this use you will not reproduce, duplicate, copy, sell, trade or resell any content from vinzerocod.com for any purpose and/or upload downloaded content to any external third party platform or site excluding without a prior written approval from VinZero
(You will indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses arising out of or relating to any third-party claim concerning content or other downloadable applications derived from vinzerocod.com including any claim involving alleged infringement of third-party rights by downloaded content or applications or by the use of downloaded content or applications. We will promptly notify you of any claim against VinZero relating to your use of the Service Offering. You will also reimburse us for reasonable legal fees calculated on an indemnity basis as well as our employees’ and contractors’ time and materials spent responding to any compulsory legal order arising from a claim against VinZero in relation to your use of the Service Offering.
13.0 Warranty Disclaimers
(You acknowledge that the Service Offering can be subject to interruption for many reasons and agree that your use of the Service Offering shall be at your own risk. VinZero make no representations or warranties of any kind, whether express, implied, statutory, or otherwise that the Service Offering will be uninterrupted, error-free or free harmful components or about accuracy, reliability, integrity, quality or suitability or use of any content, file or application type. VinZero will not be held liable for any damage displayed content may cause, including but not limited to any errors or omissions in any piece of displayed content. VinZero will not be held liable for any loss or damages of any kind incurred as a result of the use of any displayed content regardless if downloaded from the vinzerocod.com site, a third party application or otherwise.
14.0 Limitations of Liability
(VinZero will not be liable to you for any indirect, incidental, special, consequential, or exemplary damages (including damages for loss of profits, goodwill, use, or data) resulting from the use or the inability to use the Service Offering.
15.0 Confidentiality and Publicity
(The recipient may only use Confidential Information in connection with the provision and use of the Service Offering. The recipient will not disclose Confidential Information during the Term or at any time during the 5-year period following the end of the Term. The recipient will take all reasonable measures to secure the Confidential Information and avoid disclosure, dissemination, or unauthorized use of Confidential Information.
16.0 Force Majeure
VinZero will not be liable for any delay or failure to provide the Service Offering where the delay or failure results from any cause beyond our reasonable control, including acts of God, labour disputes or other industrial disturbances resulting in significantly disrupted operations, systemic electrical, telecommunications, or other serious utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
17.0 U.S. Government Rights
If you use the Service Offerings on behalf of the U.S. Government, You are responsible for confirming that the Service Offering meets the U.S. Government’s needs and are consistent in any respect with federal or U.S. Government law.
18.0 Waivers and Severability of Terms
The failure of VinZero or you to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the other provisions of this Agreement remain in full force and effect.
19.0 Successors and Assigns
Either party shall have the right to assign this Agreement to any successor (whether direct or indirect, by purchase, amalgamation, arrangement, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the party.
20.0 Third Party Rights
Except as provided by Clause 23.0, no person other than a party to this Agreement shall have any rights to enforce any term of this Agreement.
21.0 Governing Law
This Agreement and the relationship between you and VinZero shall be governed by the laws of the State of Queensland, Australia.
“Agreement Term” means the period of time stated in this Agreement commencing from the Effective Date that the Service Offering is made available to you.
“Confidential Information” means all non-public information provided by a Discloser that is designated as confidential or that, given the nature of the information reasonably should be understood to be confidential, including information regarding the Service Offering, Your Content, business activities, customer lists, business plans, promotional and marketing activities, finances, and other business affairs.
“Content” any material accessible, viewable, or downloadable from the vinzerocod.com site in all file formats and its associated product information or relate images, materials, or photos
“Downloadable Application” any application downloaded from the vinzerocod.com site
“Discloser” means a party to this Agreement who makes Confidential Information available to a Recipient.
“Effective Date” means the date this Agreement is executed by you.
“Manufacturer” means a building product manufacturer who has paid or unpaid content creation representing their products displayed on the vinzerocod.com site
“Service Offering” means the access to vinzerocod.com website through the Account login procedure to use the VinZero Content on Demand content, services, and other downloadable applications
“VinZero Content on Demand Site” means https://vinzerocod.com and any successor or related site designated by us.
“Term” has the meaning given to it in Clause 2.0.
“User” means any individual or entity that directly or indirectly through another user accesses or uses the Service Offerings or uses Your Content under your Account.