ZEA SaaS Terms

By using Zea Software you agree to these terms
(the “Terms of Use”)

By creating an account with Zea, you hereby accept to be bound by these Terms of Use without any reservations, modifications, additions, or deletions. If you do not agree to all the provisions contained in the Terms of Use, you are not authorized to use the Software. The Terms of Use are a legal and binding agreement between you and Zea.

If you (“Client”, as defined below) accept or agree to these Terms of Use on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms of Use and, in such event, “Client” as used in these Terms of Use will refer and apply to that company or other legal entity.

Section 1 | Definitions

  1. “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.

  2. “Beta Features” has the meaning set out in Section 2.6.

  3. “CAD CLNR” means the desktop application that synchronizes local 3D CAD files with the Platform.

  4. “Confidential Information” means (i) any and all non-public, confidential or proprietary information of a party, including any information relating to the content of these Terms of Use and a party’s business, products, services, activities, operations, business affairs, customers and prospects, intellectual property, technology, know-how, design rights and trade secrets, whether such information is provided orally, in writing, in computer readable form or otherwise and whether or not it is specifically identified as confidential; and (ii) any copies, extracts or reproductions, in whole or in part, of any of the foregoing.

  5. “Client” means the individual, the company, or other entity subscribing to the Software.

  6. “Client Data” has the meaning set out in Section 2.10.1.

  7. “Default Payment Method” has the meaning set out in Section 5.2.

  8. “Discloser” has the meaning set out in Section 4.1.

  9. “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.

  10. “Effective Date of Termination” has the meaning set out in Section 6.1.

  11. “Feedback” has the meaning set out in Section 2.9.

  12. “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.

  13. “Freemium Account” has the meaning set out in Section 5.1.

  14. “Free Trial Hub” has the meaning set out in Section 5.1.

  15. "Free Trial Period" has the meaning set out in section 5.1

  16. “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.

  17. “Initial Term” has the meaning set out in Section 6.1.

  18. “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.

  19. “Knowledge Base” means the articles and explanations regarding the Software made available by Zea at https://help.zea.live.

  20. “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.

  21. “Owner” means the individual responsible for managing a specific Organization and controlling access to the Software.

  22. “Platform” means the website https://app.zea.live where Client accesses the Software.

  23. “Recipient” has the meaning set out in Section 4.1.

  24. “Renewal Term” has the meaning set out in Section 6.1.

  25. “Right of Access” means the right to obtain remote access to the Software, along with the specific Hubs selected by Client, as described in Section 2.1 of these Terms of Use.

  26. “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.

  27. “Software” means Zea’s SaaS solution, including its Knowledge Base and its Hubs.

  28. “Software-Generated Data” has the meaning set out in Section 2.10.2.

  29. “Support Resources” means access to Zea’s service ticketing system via help@zea.live and the Knowledge Base.

  30. “Term” has the meaning set out in Section 6.1.

  31. “Third-Party Payment Processors” has the meaning set out in Section 5.4.

  32. “Third Party Services” means any third-party software or services necessary to use the Software.

  33. “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.

  34. “Upgraded Software” has the meaning set out in Section 2.4.

  35. “User(s)” means the employees, consultants or contractors of Client.

  36. “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

  37. “Zea” means Zea Inc.

  38. “Zea Data” has the meaning set out in Section 2.10.4.

  39. “Zea Intellectual Property” has the meaning set out in Section 2.8.

Section 2 | Right of Access

  1. Permitted Access. Subject to acceptance of these Terms of Use and, if applicable, payment of the applicable SaaS Fees, Zea grants to Client a personal, non-exclusive, non-transferable and non-assignable right to allow Client’s Users to access and use the Software on a non-concurrent (named user) basis in accordance with the parameters set out in these Terms of Use. Such access is for the sole purpose of Client’s use of the Software and, for clarity and without limitation, is not for the purposes of offering the Software or the services of the Software to others.

  2. 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.

  3. Users. Client remains fully responsible for all acts and omissions of its Users.

  4. Updates and Upgrades. Updates to the Software are mandatory, will be implemented automatically, and are included in the Right of Access pursuant to these Terms of Use. Upgrades to the Software, which may include new features, tiers or Hubs and new material functional capabilities (“Upgraded Software”), may be available to Client subject to additional SaaS Fees.

  5. Support Resources. In addition to the Right of Access, Zea grants to Client access to the Support Resources throughout the Term.

  6. 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.

  7. 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.

  8. Intellectual Property. Client recognizes and agrees that all trademarks (registered or not), inventions (whether patentable or not), patent applications, patents, industrial designs, works protected by copyright or related rights (registered or not), trade secrets, know-how or other intellectual property in or related to the Software or the Platform, including ZCAD file production, (the “Zea Intellectual Property”) are the exclusive property of Zea or are otherwise controlled by Zea. While these Terms of Use are in effect, Client and its Affiliates shall not take any action that challenges the Zea Intellectual Property.

  9. 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.

  10. Data. By using the Software, Client recognizes and agrees that Zea collects, uses and has specific rights (including ownership rights) to the following data:

    • Client Data. Zea accesses various Client-owned data by connecting, via the CAD CLNR, to Client’s systems in order to access the data and files found there. This data is unique to Client, is generated by and hosted on Client hardware and software, and includes, but is not limited to, 3D visualization files of engineering 3D CAD models, images and PDF files and does not include Zea Data (the “Client Data”). Client Data also includes any other data that Client may transfer to Zea during the Term. Client owns all rights, title, and interest in and to Client Data, including all Intellectual Property Rights related thereto. Client is responsible for maintaining back-ups of Client Data and for the post-termination storage, use, processing, and anonymization (if any) of Client Data.
    • Software-Generated Data. Using the Software with its Client Data, Client will produce and create new data (the “Software-Generated Data”). Software-Generated Data includes digital content created by Client while working on the Platform and does not include Zea Data. Client owns all rights, title, and interest in and to Software-Generated Data, including all Intellectual Property Rights related thereto. For greater certainty, Software-Generated Data is stored in the Platform and is only accessible using the Software and on the Platform itself, although Client can create exportable files of the Software-Generated Data that can be viewed in third-party applications.
    • License to Zea. Client grants Zea a royalty-free, worldwide and non-exclusive license to host, access, use, copy, reproduce, display, save, process and transmit Client Data and Software-Generated Data for the purposes of, and only to the extent necessary for, the provision of the Software and the Platform. More specifically, Client Data and Software-Generated Data are used by Zea to allow for, improve and enhance Client’s user experience, and the general performance of the Software and the Platform. Zea recognizes and agrees that it has no right to sell, share or disclose Client Data or Software-Generated Data to any third party, and no right to use Client Data or Software-Generated Data other than for the purposes described in this Section 2.10.3.
    • Zea Data. Zea Data means all data other than Client Data and Software Generated Data and, for greater certainty, includes data gathered, purchased, or licensed in whole or in part by Zea (the “Zea Data”). Client recognizes and agrees that Zea Data is part of the Zea Intellectual Property and shall remain fully owned by Zea.
    • Client Data Retention and Deletion. Zea will retain any Client Data and Software-Generated Data in its possession until deleted in accordance with these Terms of Use. Except as otherwise required by applicable law, Zea will delete: (i) any or all copies of Client Data or Software-Generated Data after receiving Client’s written request in respect thereof; and (ii) all copies of Client Data and Software-Generated Data no sooner than 90 days following the termination of Client’s Right of Access (as detailed in Section 6.3). It is Client’s responsibility to download or export its Client Data and Software-Generated Data prior to termination of its Right of Access. Zea offers no guarantee as to the usefulness or proper functionality of the Software-Generated Data once exported and accessed outside of the Software.
  11. Reservation of Rights. All rights, titles, and interests that are not expressly granted to Client in these Terms of Use are hereby reserved by Zea.

  12. Location of Server. The Software will be hosted in facilities located in the United States.

  13. No Access to Source Code. These Terms of Use do not grant Client the right to access or obtain the source code of the Software nor any programming documentation.

  14. 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.

  15. Suspension of Access Right. Zea may suspend Client’s Right of Access if: (i) Client fails to comply with any material obligation under these Terms of Use and such failure is not remedied within 5 days of Client receiving written notice from Zea; (ii) Zea detects fraud, a security breach, a denial of service attack, or any other similar threat that causes or that could cause, in Zea’s reasonable opinion, damage to the Software, the Platform, the Client Data, the Software-Generated Data or the Zea Data; or (iii) Zea is undertaking scheduled maintenance. Zea will use commercially reasonable efforts to restore the access to or use of the Software and the Platform as soon as possible after the suspension. Any suspension by Zea of the Software and the Platform in application of this Section 2.15 shall not release Client from its payment obligations.

Section 3 | Client Responsibilities

  1. Third Party Services. The Software may use Third Party Services. Such use of Third Party Services is subject to these third parties’ terms and conditions. To the fullest extent possible while still complying with these Terms of Use and all applicable laws, Client shall use the Software in accordance with such Third Party Services’ terms and conditions and privacy policies. These Third Party Services remain the property of their respective creators and are products and services separate from Zea’s and are not governed by these Terms of Use. Client hereby understands and acknowledges that Zea has no control whatsoever on such Third Party Services, and that it is Client’s sole responsibility to ensure that it understands, agrees and complies with the terms of use and other policies applicable to these Third Party Services.

  2. Other Client Responsibilities. Client acknowledges that its Right of Access is conditional on respecting the following terms:

    • Procuring and maintaining all of the hardware, connections, telecommunication services and other products or services required to remotely access the Software and exercise the Right of Access. The parties agree that Zea has no obligation to provide any such hardware, connections, telecommunications services, etc., under these Terms of Use;
    • Cooperate with Zea’s reasonable requests in order to assist Client with Support Resources, technical support, issue escalation, new feature deployment, backups and recovery, 3D file processing and installing or making Updates available;
    • Keep the log-in and access credentials required to exercise the Right of Access strictly confidential and ensure that its Users do the same, take reasonable steps to prevent their disclosure to third parties, and ensure that any internal disclosure is on a need-to-know basis. Client shall be responsible for any damages suffered by Zea as a result of the disclosure or misuse of Client’s and its Users’ log-in or access credentials;
    • Maintain security measures in conformity with best industry practices and promptly inform Zea upon becoming aware of unauthorized access to the Software, or the unauthorized disclosure or misuse of log-in or access credentials;
    • Promptly inform Zea of all issues or errors involving the Software of which it becomes aware;
    • Share any personal information and other data about or relating to identifiable individuals (including Users) with Zea only in conformity with privacy laws, regulations and binding guidelines to which Client is subject, that may be applicable to client’s activities in Canada or any other jurisdiction where Client operates; and
    • Use the Software and Right of Access only in conformity with laws, regulations and binding guidelines to which Client is subject, as well as any other laws, regulations and binding guidelines that may be applicable to Client’s activities in Canada or any other jurisdiction where Client operates.

Section 4 | Confidentiality

  1. Obligation of Confidentiality. The party (“Recipient”) receiving from the other party (“Discloser”) any Confidential Information, or otherwise obtaining any Confidential Information, shall keep confidential Discloser’s Confidential Information and shall protect Discloser’s Confidential Information with the same degree of care as Recipient employs in the protection of its own confidential and proprietary information, but at least with a reasonable degree of care. Without limiting the scope of the foregoing, Recipient shall not copy, reproduce, disclose, circulate or publish Discloser's Confidential Information or permit such action, except as reasonably required for the purpose of the Terms of Use and to comply with applicable laws, directives, policies or procedures. Recipient shall disclose Confidential Information only to those of its employees, consultants and subcontractors who have a need to know said Confidential Information for the purposes of the Terms of Use or as otherwise permitted herein. Recipient remains liable for any breach of the terms of this Section 4 by its employees, consultants or subcontractors (including Client’s Users).

  2. Use of Confidential Information. Recipient may not use Discloser's Confidential Information in any manner except as reasonably required for the purpose of the Terms of Use or as permitted herein.

  3. 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.

  4. 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.

  5. 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.

Section 5 | Fees and Payment Terms

  1. 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.

  2. 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.

  3. Payment Terms. Client shall pay Zea for the applicable SaaS Fees at the beginning of the Initial Term and each Renewal Term. By signing up for access to the Software and accepting these Terms of Use, Client authorizes Zea to charge the payment method provided by Client on the Platform (the “Default Payment Method”) for the SaaS Fees owed to Zea on a recurring basis (pursuant to the above schedule) and as indicated on Client’s “Billing” page. Client’s termination of these Terms of Use and Right of Access as per Section 6.1 below shall effectively withdraw Client’s consent to allow Zea to charge its Default Payment Method for the SaaS Fees for subsequent Renewal Term(s).

  4. Non-Refundable. Notwithstanding Client’s rights under articles 2125 through 2129 of the Civil Code of Quebec, which are hereby expressly waived by Client, all amounts paid or payable under these Terms of Use are non-refundable.

  5. 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.

  6. 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.

  7. Currency. All fees, unless specified otherwise, are expressed in US dollars.

Section 6 | Term and Termination

  1. Term and Client Termination. Depending on the plan selected by Client, the Right of Access is granted for either: (i) an initial term of one (1) month; or (ii) an initial term of one (1) year (the “Initial Term”). The Right of Access shall renew automatically for successive renewal terms (each, a “Renewal Term” and, together with the Initial Term, the “Term”), equal in length to the Initial Term, unless and until Client terminates these Terms of Use and its Right of Access by having its Owner send a request for termination to help@zea.live. While Client may request termination at any time, the effective date of termination of these Terms of Use shall be the end of the Initial Term or the Renewal Term then in effect (the “Effective Date of Termination”).

  2. Termination for Cause. Each party may terminate these Terms of Use in the event the other party breaches the terms of these Terms of Use and fails to remedy such breach within thirty (30) days of written notice given by such party.

  3. Effects of Termination. The Right of Access terminates upon the Effective Date of Termination or the expiry of the thirty (30) day notice period in Section 6.2 (provided there has been no remedy of the applicable breach). Following termination of the Right of Access: (i) Client will no longer have access to the Software, the Platform or the CAD CLNR; (ii) Zea shall be entitled to the payment of any accrued but unpaid SaaS Fees; and (iii) Recipient shall immediately return to Discloser all Confidential Information and all copies thereof in any form whatsoever under the possession or control of Recipient that relate to these Terms of Use, or destroy said Confidential Information and its copies, as directed by Discloser.

  4. 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.

  5. Surviving Provisions. Sections 2.7-2.10, 4 and 6 to 8 shall survive the termination or expiry of these Terms of Use.

Section 7 | Disclaimer of Warranties and Limitation of Liability

  1. Disclaimer of Warranties. OTHER THAN AS EXPRESSLY SET FORTH HEREIN, ZEA MAKES NO REPRESENTATION, WARRANTY OR CONDITION OF ANY KIND WHATSOEVER IN CONNECTION WITH THESE TERMS OF USE OR THE SOFTWARE DESCRIBED HEREIN, EITHER ON ITS OWN BEHALF OR ON BEHALF OF ITS AFFILIATES, SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBCONTRACTORS, VENDORS AND LICENSORS. ZEA HEREBY DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES, REPRESENTATIONS OR CONDITIONS, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, PERFORMANCE, ACCURACY, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS AND FITNESS FOR A PARTICULAR PURPOSE. ZEA EXPRESSLY DECLINES THE FOLLOWING AND MAKES NO REPRESENTATION OR WARRANTY IN THESE REGARDS: (I) THE FACT THAT THE SOFTWARE WILL MEET CLIENT’S OPERATIONAL REQUIREMENTS; (II) THE FACT THAT THE OPERATION OF THE SOFTWARE AND THE PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT THE RESULTS OBTAINED FROM THEIR USE WILL BE ACCURATE OR RELIABLE; AND (III) THE FACT THAT ALL PROGRAMMING OR PLATFORM SERVICE ERRORS CAN BE CORRECTED OR FOUND IN ORDER TO BE CORRECTED.

  2. 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.

  3. Effects of Termination. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT MAY ZEA, ITS AFFILIATES, AND THEIR RESPECTIVE SHAREHOLDERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUBCONTRACTORS, VENDORS AND LICENSORS BE LIABLE FOR (I) ANY INDIRECT, INCIDENTAL, EXTRAORDINARY, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES; OR (II) ANY LOSS OF REVENUE OR PROFITS, LOST OR DAMAGED DATA, LOSS OF USE, BUSINESS INTERRUPTION OR ANY OTHER FINANCIAL LOSS, ARISING DIRECTLY OR INDIRECTLY FROM THE TERMS OF USE, OR CAUSED BY THE SOFTWARE OR THE PLATFORM, OR THE MISUSE OR INABILITY TO USE THE SOFTWARE OR THE PLATFORM, EVEN IF ZEA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY WILL APPLY REGARDLESS OF THE FORM OF ACTION: WHETHER IN CONTRACTUAL LIABILITY, APPLICATION OF THE WARRANTY, TORT, NEGLIGENCE, PRODUCT LIABILITY OF MANUFACTURERS AND VENDORS, STRICT CIVIL LIABILITY OR UNDER ANY OTHER LEGAL THEORY.

  4. Amount Limitation. THE TOTAL LIABILITY OF ZEA IN RESPECT OF THE CLAIMS OF CLIENT OR ANY OTHER PERSON ARISING UNDER THESE TERMS OF USE SHALL BE LIMITED TO THE AGGREGATE SUMS PAID BY CLIENT TO ZEA UNDER THE TERMS OF USE DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT FROM WHICH THE LIABILITY ARISES. THE OCCURRENCE OR FILING OF MULTIPLE CLAIMS SHALL NOT INCREASE THIS AMOUNT.

  5. Allocation of Risk. It is agreed that the limitation of remedies/liability set forth in this Section 7, and elsewhere in these Terms of Use, allocates the commercial risks between Zea and Client arising out of or in connection with these Terms of Use and that the financial terms of Section 5 and the other terms and conditions of these Terms of Use reflect this allocation of risk.

Section 8 | Miscellaneous

  1. Amendment. Zea reserves the right, at any time and without prior notice, to modify or replace any of the Terms of Use. Any changes to the Terms of Use can be found at the following link: https://zeaengine.com/legal. It is Client's responsibility to check the Terms of Use periodically for changes. Client’s use of the Software following the posting of any changes to the Terms of Use constitutes acceptance of those changes. If there are any significant changes to the Terms of Use that materially affect Client’s relationship with Zea, Zea will use commercially reasonable efforts to notify Client by sending a notice to Owner’s email address, which shall include a link to the updated Terms of Use. Client’s continued use of the Software following such notice will constitute an: (i) acknowledgment of the amended Terms of Use; and (ii) agreement to abide by and be bound by the amended Terms of Use.

  2. Successor and Assigns. Client shall not sell, transfer or assign any right, title or interest it has in these Terms of Use, without the prior written consent of Zea. Any assignment not in accordance with this Section 8.2 shall be void. Zea may, upon notice to Client, sell, transfer or assign these Terms of Use or any right, title or interest it has in these Terms of Use, to any third party at its sole discretion.

  3. Subcontracting. Zea may subcontract any or all of its obligations under the Terms of Use to any third party.

  4. Entire Agreement. These Terms of Use, in conjunction with the Privacy Policy, shall constitute the entire agreement between the parties with respect to the subject matter hereof and merge all prior, contemporaneous, or collateral agreements, representations, warranties, and communications, including marketing materials, advertisements, and any other documents emanating from Zea or otherwise.

  5. Governing Law; Forum. These Terms of Use shall be governed and construed in accordance with the laws in force in the Province of Quebec, Canada. The courts sitting in the district of Montreal in the Province of Quebec shall have exclusive jurisdiction in respect of any dispute related to these Terms of Use. The foregoing choice of jurisdiction and venue shall not prevent either party from seeking injunctive relief with respect to a violation of Intellectual Property Rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods and any legislation implementing such Convention shall not apply to these Terms of Use nor to any dispute arising therefrom.

  6. Independent Contractors. These Terms of Use do not make either party the partner, employee, trustee, agent or legal representative of the other for any purpose whatsoever. Neither party is granted any right or authority to assume or to create any obligation or responsibility, express or implied, on behalf of or in the name of the other party.

  7. Contact and Notices. For the purposes of any notice required under these Terms of Use, Zea shall send an email to the Owner’s email address. Client agrees to immediately notify Zea of any change to the name and email address of the Owner. All notices sent by Client should be sent to help@zea.live.

  8. Governing Law; Forum. No default, delay or failure to perform on the part of either party shall be considered a breach of these Terms of Use where such default, delay or failure is due to a Force Majeure.

  9. Language. The parties have expressly requested that these Terms of Use be drawn up in English and that all modifications thereof can be made in this language. Les parties ont expressément demandé que ce contrat soit rédigé en anglais et que toute modification à celui-ci puisse également être rédigée dans cette langue.