“Affiliate(s)” with respect to an entity, means any other entity which controls, is controlled by, or is under common control with that entity, and includes, for greater certainty, subsidiaries and parent corporations.
“Beta Features” has the meaning set out in Section 2.6.
“CAD CLNR” means the desktop application that synchronizes local 3D CAD files with the Platform.
“Client” means the individual, the company, or other entity subscribing to the Software.
“Client Data” has the meaning set out in Section 2.10.1.
“Default Payment Method” has the meaning set out in Section 5.2.
“Discloser” has the meaning set out in Section 4.1.
“Defect” means a failure in program logic or functions of the Software that prevents the Software from operating in all material respects as described in the Knowledge Base.
“Effective Date of Termination” has the meaning set out in Section 6.1.
“Feedback” has the meaning set out in Section 2.9.
“Force Majeure” means any unavailability caused by circumstances beyond Zea’s reasonable control, including natural disasters, acts of government, floods, fires, earthquakes, civil unrest, pandemics, epidemics, government-mandated quarantines, publicly declared states of emergency, terrorism, strikes or other labour problems (other than those involving Zea employees), Internet service provider failures or delays, or denial of service attacks.
“Freemium Account” has the meaning set out in Section 5.1.
“Free Trial Hub” has the meaning set out in Section 5.1.
"Free Trial Period" has the meaning set out in section 5.1
“Hub” means a specific functionality of the Software. The Software comprises various Hubs. Access to Hubs requires an active Software subscription and may be subject to SaaS Fees. Once Client subscribes to a specific Hub, that Hub is available to all Users throughout the Organization and across all Workspaces.
“Initial Term” has the meaning set out in Section 6.1.
“Intellectual Property Rights” means any and all patents, copyrights, trademarks, trade names and other proprietary rights, and all registrations or applications in relation to the foregoing.
“Knowledge Base” means the articles and explanations regarding the Software made available by Zea at https://help.zea.live.
“Organization” means Client’s primary account. The Organization is managed and controlled by the Owner. The Owner will invite Users to join its Organization on the Platform. An Organization is made up of Workspaces.
“Owner” means the individual responsible for managing a specific Organization and controlling access to the Software.
“Platform” means the website https://app.zea.live where Client accesses the Software.
“Recipient” has the meaning set out in Section 4.1.
“Renewal Term” has the meaning set out in Section 6.1.
“SaaS Fees” means the fees set by Zea for the Right of Access, in connection with the plan selected by Client, subject to any price increases, restrictions, or limitations that may be communicated by Zea to Client.
“Software” means Zea’s SaaS solution, including its Knowledge Base and its Hubs.
“Software-Generated Data” has the meaning set out in Section 2.10.2.
“Support Resources” means access to Zea’s service ticketing system via firstname.lastname@example.org and the Knowledge Base.
“Term” has the meaning set out in Section 6.1.
“Third-Party Payment Processors” has the meaning set out in Section 5.4.
“Third Party Services” means any third-party software or services necessary to use the Software.
“Updates” means modifications to the Software to fix or by-pass known Defects or to make minor changes to its functionality, including patches and bug fixes, released by Zea from time to time at its discretion, to the exclusion of Upgraded Software.
“Upgraded Software” has the meaning set out in Section 2.4.
“User(s)” means the employees, consultants or contractors of Client.
“Workspace” is the term for the way that content is organized within an Organization. Client Data and Software-Generated Data, by default, are not shared between Workspaces – each Workspace is siloed from an Organization’s other Workspaces. Users create content and produce Software-Generated Data within a Workspace
“Zea” means Zea Inc.
“Zea Data” has the meaning set out in Section 2.10.4.
“Zea Intellectual Property” has the meaning set out in Section 2.8.
CAD CLNR. In order to access the Software and exploit the Right of Access, Client will be required to download the CAD CLNR on a hard drive or server pursuant to Zea’s instructions in the Knowledge Base.
Users. Client remains fully responsible for all acts and omissions of its Users.
Support Resources. In addition to the Right of Access, Zea grants to Client access to the Support Resources throughout the Term.
Beta Features. Other than Upgraded Software, which will be specifically identified as such by Zea, Zea may also make available to Client certain beta features (the “Beta Features”) of the Software at no charge in order to obtain Client’s feedback and to test out the Beta Features. Whenever Zea makes Beta Features available to Client, it will obtain Client’s written consent prior to doing so, and such written consent may include online acceptance of such features. Client expressly agrees and acknowledges that the Beta Features (including any modifications or improvements thereto) are not ready for general commercial release and may contain bugs, errors, Defects, or harmful components and that Zea is providing the Beta Features to Client “as is”. Zea does not guarantee that the Beta Features (or any part thereof) will ever be made generally commercially available, or that any generally commercially available release of the Beta Features will contain the same or similar functionalities as the release made by Zea to Client.
Restrictions. Client agrees that it shall not itself, either directly or indirectly including through any Affiliate, agent or other person: (a) sell, white-label, lease, license, sublicense, loan, encumber or otherwise transfer the Software or its Right of Access to a third party, in whole or in part; (b) attempt to access or derive the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to any portion of the Software; (c) attempt to make modifications, corrections, alterations, enhancements or other additions to the Software; (d) make the Software available to a third party by online services, remote dial-in, virtual private network, or network or telecommunication links of any kind; (e) provide, disclose, divulge or make available to, or permit use of the Software by persons other than Users, without Zea’s prior written consent; (f) circumvent the Software’s authentication or security access control systems or assist others to do so, or attempt to do so; or (g) disclose log-in or access credentials to unauthorized parties or fail to implement reasonable security measures to prevent such an occurrence.
Feedback. Zea shall own all rights, title and interest in and to any suggestions, requests or recommendations for modifications, improvements, new features or enhancements to the Software and the Platform that Client (including any of its Affiliates) may, alone or jointly with Zea, propose or make during the Term (collectively, “Feedback”). Client hereby irrevocably (i) assigns all rights, title and interest in and to the Feedback to Zea; and (ii) waives in favour of Zea, its successors and assigns any and all moral rights that Client has or may have in the Feedback in each jurisdiction throughout the world, to the fullest extent that such rights may be waived in each respective jurisdiction.
Data. By using the Software, Client recognizes and agrees that Zea collects, uses and has specific rights (including ownership rights) to the following data:
Location of Server. The Software will be hosted in facilities located in the United States.
Software and Platform Amendments. Client acknowledges and accepts that Zea, from time to time and at its sole discretion, may amend or update the Software and the Platform.
Other Client Responsibilities. Client acknowledges that its Right of Access is conditional on respecting the following terms:
Legal Communication. In the event Recipient becomes legally compelled to disclose any portion of Discloser’s Confidential Information, Recipient immediately shall give notice thereof to Discloser and shall collaborate with Discloser reasonably and in good faith to prevent or limit the disclosure or obtain a protective order or other recourse. In the event that disclosure cannot be prevented, that the protective order or other recourse fails, or that Discloser waives compliance with this provision, Recipient shall disclose only that portion of the Confidential Information which it is legally bound to disclose (as reasonably determined by Recipient) and exercise all reasonable efforts to obtain a reliable guarantee that the confidentiality of the disclosed Confidential Information will be ensured in accordance with the terms hereof.
Injunctive Relief. Each party acknowledges that the restrictions contained in this Section 4 are reasonable and necessary to protect the other party’s legitimate interests. Each party understands and agrees that the remedies at law for the violation of any of the undertakings or provisions of this Section 4 are insufficient, that such violations will cause irreparable harm within a short period of time, and that the other party shall be entitled to preliminary injunctive relief or other injunctive relief against any such violation without the necessity of proving actual damages. Such injunctive relief shall be in addition to, and in no way in limitation of, any and all other remedies the other party shall have at law and in equity for the enforcement of these undertakings and provisions.
Assistance. Each party agrees that it shall notify the other party if it becomes aware of, or has reasonable grounds to suspect, that the unauthorized disclosure of the Confidential Information of the other party has occurred or is likely to occur.
Free Trial. Client may begin its access and use of the Software with a free trial. The free trial period lasts for 30 days, or as otherwise specified during Client’s initial sign-up for an account (the “Free Trial Period”) and gives Client access to 1 Hub (the “Free Trial Hub”), as selected by Client and communicated to Zea prior to the start of the Free Trial Period. Free trials are for new Clients only. Zea reserves the right, in its absolute discretion, to determine Client’s free trial eligibility and the Hubs and premium features available to Client during the Free Trial Period. At the end of the Free Trial Period, Client will automatically be downgraded to the free version of the Software (the “Freemium Account”). If Client wishes to continue to access and use the Free Trial Hub (and any other premium features to which Client had access to on a trial basis) following the Free Trial Period, Client will be required to pay the SaaS Fees, as more fully described below.
SaaS Fees. In consideration for the rights granted herein, and provided that Client is not accessing the Software from a Freemium Account, Client shall pay Zea the SaaS Fees for access to the Software. For greater certainty, a Freemium Account can be upgraded to a paid account at any time by contacting Zea. The total amount of SaaS Fees will be based on the number of Users, active Hub(s) and other features or functionalities requested by Client. The SaaS Fees will be specified on the Organization’s “Billing” page. The SaaS Fees may be increased or adjusted by Zea in its sole discretion. Any modifications to the SaaS Fees will be communicated to Client prior to taking effect. Zea reserves the right to charge Client additional SaaS Fees if Zea discovers that multiple Users are accessing the Platform using the same log-in and access credentials.
Third-Party Payment Processors. All payments for SaaS Fees are processed using a secure https:// connection with a valid security certificate, and payment processing is handled through Zea’s third-party payment processors (the “Third-Party Payment Processors”). The Third-Party Payment Processors currently accept certain credit and debit cards (which shall be displayed to Client upon making payment) as payment options, but these are subject to change without notice. Once transactions are accepted by the Third-Party Payment Processors, they are processed in accordance with their program rules and procedures and terms and conditions. Zea and the Third-Party Payment Processors are unaffiliated companies and Zea has no influence on the operations of the Third-Party Payment Processors. Zea shall in no way be held responsible for any losses or damages, direct or indirect, pecuniary or otherwise, resulting from any error or failure on the part of a Third-Party Payment Processor. All billing information is stored by the Third-Party Payment Processors on their own secured servers. Zea does not store any credit card information, nor can it be responsible for any breach of information caused by faulty programming or malicious users on the servers of the Third-Party Payment Processors. Non-financial information will, however, be available to Zea for record-keeping purposes.
Sales Taxes. SaaS Fees do not include sales taxes, which will be identified separately from the SaaS Fees and added to the amount charged to the Default Payment Method.
Currency. All fees, unless specified otherwise, are expressed in US dollars.
Deletion of Data. Except in the case of a written agreement to the contrary between the parties, Zea, without incurring any liability to Client or to any third party, may delete all Client Data and Software-Generated Data found in Zea’s systems or otherwise in Zea’s possession or control in accordance with Section 2.10.5.
Exclusion of Certain Damages. Zea shall not be liable and assumes no responsibility for any losses or damages arising directly or indirectly from (i) the Customer Data; (ii) the modification or alteration in any manner by Client of any part of the Software or the Platform; (iii) the use of or reliance on any Customer Data or Software-Generated Data; or (iv) any failure by Client to comply with its obligations under Section 3.2.