Terms of Service

Introduction

These Terms of Service (the "Agreement") set forth the terms and conditions upon which Zamzar Limited ("we" or "our company") makes available its file conversion services ("Services") to you ("Customer" or "You"). For the purposes of this Agreement: (a) "Customer" (or "you") means the individual or business entity that is using or registering to use the Services, including its employees and agents; Your use of the Services is expressly conditioned on your compliance with these Terms of Service.

By clicking, accessing or using the Services, you are indicating that you agree to be bound by these Terms of Service. You acknowledge and agree that Zamzar may revise these Terms of Service from time to time. If we make changes, we will indicate at the top of this page the Terms of Service modified date. By continuing to access or use the Services after Zamzar makes any such revision, you agree to be bound by the revised Terms of Service.

If you are a consumer, any personal data you provide to us will be processed in accordance with our Privacy Policy. If you are a business customer, any personal data you provide to us will be processed in accordance with our Data Processing Agreement (DPA), which we require you to enter at the same time as these Terms of Service. If, as a business customer, you sign up to or use our Services in a personal or individual capacity, but intend to use the Services for your end-users, Zamzar is required to process the personal data of your end-users in accordance with the DPA. You should inform Zamzar if that is the case, and review and accept the terms of the DPA in order to understand how such personal data will be processed.

Zamzar is registered in England as a limited company (number 6463494).

1. Definitions

• 1.1 "Effective Date"

  Means the date which you commence using the Services.

• 1.2 "Services"

  Means the provision of services as selected by you during the ordering process whether free of charge or for a Subscription Fee.

• 1.3 "Subscription Fee"

  For the paid services, the "Subscription Fee" means the recurring monthly or annual fee, as set out at developers.zamzar.com/pricing, payable by you in advance in respect of the provision of the Services, and as may be varied by Zamzar on notice to you from time to time. The Subscription Fee is exclusive of Valued Added Tax (VAT) or other sales tax which, if applicable to you, shall be payable by you at the then prevailing rate.

• 1.4 "Subscription Period"

  Means the period from the Effective Date until this Agreement is terminated in accordance with these terms or in accordance with your statutory rights.

  You can terminate the Agreement at any time by either emailing our support team to cancel your account at api-support@zamzar.com, or by cancelling it from your account section once you have logged in. Subject to the withdrawal provisions in section 22 below, you won’t be charged for your next billing cycle and you’ll be able to keep using the account until the end of the period you’ve already paid for.

• 1.5 "Overage Charges"

  For the paid services, means the fee payable by you for any conversion credits used above and beyond your monthly allowance. Overage Charges are exclusive of Valued Added Tax (VAT) or other sales tax which, if applicable to you, shall be payable by you at the then prevailing rate.

2. Description of services

The Services provide a user the ability to transform a file (a "User File") or multiple files ("User Files") from their original file format to a user-selected file format. The Services operate by storing the uploaded User File(s) on a Zamzar server, converting it/them into a new file format ("Converted File(s)"). The recipient can then access and download the Converted File(s) by making a request to the Zamzar API to download it, or by choosing to download it via their "user dashboard".

Zamzar provides four levels of service; "Test", "Startup", "Growth" and "Scale". See https://developers.zamzar.com/pricing for more information about each level of service. You acknowledge and agree that Zamzar may, where it has a valid reason, establish general practices and policies concerning use of the Services, including, without limitation, the maximum number of files that a user may upload through the Services, the maximum size of the files that a user may convert through the Services, the maximum number of hours or days that a file will be stored by the Services, and the maximum number of times a user may access the Services in a given period of time. Zamzar reserves the right, where it has a valid reason, to change or discontinue any of the Services at any time.

Subject to all the terms and conditions of this Agreement, Zamzar shall supply the Services to you and grant you a personal, non-transferable, revocable licence to use the Services from the Effective Date for the Subscription Period. You may request and Zamzar may agree to change to a different type of service ("Startup", "Growth", "Scale" or "Custom") and the Subscription Fee payable will be amended accordingly for the next recurring payment.

3. Making a Contract with You

To receive the "Test", "Startup", "Growth" or "Scale" service, you need to sign up for an account, and provide your name, e-mail address and a password. At this point a contract between you and Zamzar will be formed. You will also be asked to provide your payment details for the "Startup", "Growth" and "Scale" services which will be used to make your first payment and recurring payments in accordance with these terms. If we receive your payment and accept your offer you will receive a confirmation on the signup page (at https://developers.zamzar.com/signup) acknowledging that we have received your payment and accepting your offer to subscribe for the Services. At this point a contract between you and Zamzar will be formed.

4. Responsibility for Data

While we try to ensure that the Services are error free, and without prejudice to our obligation under applicable data protection laws to take appropriate technical and organisational measures and procedures to ensure a level of security appropriate to the risk for your personal data, subject to section 17 below:

• we cannot guarantee that User Files or Converted Files will not be deleted or lost;
• you acknowledge and agree that Zamzar will not be responsible for any failure of the Services to convert a User File or store a User File or Converted File;
• you acknowledge and agree that Zamzar will not be responsible for the deletion of a User File or Converted File stored or processed during the provision of the Services, or for the corruption of or loss of any data, information or content contained in a User File or Converted File;
• you bear full responsibility for archiving and backing up your User Files and data and sole liability for any lost or irrecoverable User Files or data.

5. Privacy Policy

Zamzar respects the privacy of others. Please see Zamzar's API Privacy Policy for further information.

6. Copyright Policy

Zamzar respects the intellectual property rights of others and expects our users to do the same. Unauthorized copying, modification, distribution, public display, or public performance of a copyrighted work is an infringement of the copyright holder's rights, and expressly prohibited under Zamzar's Services.

Subject to section 17.2 below:

Users of Zamzar's services upload, convert, access and use materials and services at their own risk, Zamzar does not monitor customer content.

Zamzar will not be liable for any damages claimed by third parties as a result of any use of Zamzar's services, information, or products;

Each and every user is solely responsible for all materials stored with Zamzar, for accuracy of such materials, and for acquiring all necessary authorizations for converting the materials, including, without limitation, all hyperlinks and marketing materials; and

Zamzar makes no express or implied warranty regarding the accuracy, quality, or nature of information that may be obtained by users or participants from the internet through the use of Zamzar's Services.

Zamzar may, at its discretion, remove content, disable and/or terminate the accounts of users and/or deny users future access to Zamzar's Services, who may be infringing the intellectual property rights of others or Zamzar, or otherwise potentially expose Zamzar to civil or criminal liability. Should registered users of Zamzar's paid-for Services breach these conditions Zamzar reserves the right to terminate that user's account immediately, without recourse to refunding any monies paid. However, such rights shall in no way create an obligation for Zamzar to edit or review the website(s) or content.

If you are a copyright owner wishing to pursue any of these issues please email us at:
api-abuse@zamzar.com

7. Proprietary Rights

All right, title, and interest in and to the Services are and will remain the exclusive property of Zamzar. The Services are protected by copyright, trademark, and other laws of both the United Kingdom and foreign countries. Except as expressly permitted in these Terms of Service, you may not reproduce, modify, or prepare derivative works based upon, distribute, sell, transfer, publicly display, publicly perform, transmit, or otherwise use the Services. You acknowledge that all materials (except those uploaded by users) provided on this website, including but not limited to information, documents, products, logos, graphics, sounds, GUI, software, and services, are provided either by Zamzar or by their respective third party authors, developers and vendors (collectively "Third Party Providers") and the underlying intellectual property rights are owned by Zamzar and/or its Third Party Providers.

The password and log-on details provided to you are confidential to you and you agree that you shall not share such information with any third parties. You shall notify Zamzar immediately if you are aware of any third party having access to such information.

8. Trademarks

Zamzar, the Zamzar logo, and all other Zamzar trademarks, service marks, product names, and trade names of Zamzar appearing on the Services are owned by Zamzar. All other trademarks, service marks, product names, and logos appearing on the Services are the property of their respective owners. You may not use or display any trademark, service mark, product name, trade name, or logo appearing on the Services without the owner's prior written consent.

9. General Prohibitions

As a condition to your use of the Services, you agree not to:

• Upload or transmit as part of a User File or otherwise any data, text, graphics, content, or material that: (i) is false or misleading; (ii) is defamatory; (iii) invades another's privacy; (iv) is obscene, pornographic, or offensive; (v) promotes bigotry, racism, hatred, or harm against any individual or group; (vi) infringes another's rights, including any intellectual property rights; (vii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (viii) spreads messages of terror or depicts torture; (viv) harm minors in any way, this includes any form of child pornography; (x) promotes illegal activity, including but not limited to, gambling and the offering for sale of illegal weapons
• Access, tamper with, or use any non-public areas of the Services or Zamzar's computer systems or the technical delivery systems of Zamzar's providers;
• Attempt to probe, scan, or test the vulnerability of the Services or any related system or network or breach any security or authentication measures;
• Attempt to decipher, decompile, disassemble, or reverse engineer any of the software used to provide the Services except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation;
• Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;
• Misuse system resources including, but not limited to, employing content which consume excessive CPU time or storage space; utilizing excessive bandwidth; or resale of access to content hosted on Zamzar servers;
• Impersonate or misrepresent your affiliation with any person or entity; or
• Sign up for multiple "Test" accounts in order to circumvent any application limitations placed on this account.
• Zamzar reserves the right to close accounts which are shared with other people.

Zamzar will have the right to investigate, prosecute or pursue civil remedies for violation of any of the above, including intellectual property rights infringement and security-related issues, to the fullest extent of the law. Zamzar may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms of Service. You acknowledge that Zamzar has no obligation to monitor your access to or use of the Services, but has the right to do so for the purpose of operating the Services, to ensure your compliance with these Terms of Service, or to comply with applicable law or the order or requirement of a court, administrative agency, or other governmental body.

Any files uploaded to the Zamzar service which appear to involve child exploitation will be reported to the US National Center for Missing & Exploited Children's CyberTipline. Additionally any users found to be uploading files which appear to involve child exploitation will be permanently banned from using Zamzar's services.

10. Fair Use Policy

Fair Use forms an integral part of the Terms of Service between you and Zamzar Ltd that govern your use of Zamzar Ltd's services. If you do not agree with this Fair Use Policy, do not use Zamzar Ltd's software or services.

To maintain optimum performance, and to ensure that the Zamzar File Conversion API is available to all our customers, the following limits are imposed on the usage of the API per rolling 1 month period:

• Exporting converted files (via FTP, SFTP and Amazon S3): 60GB of data

11. Links

The Services may make available links to third-party websites. You acknowledge and agree that Zamzar is not responsible or liable for: (i) the availability or accuracy of such websites; or (ii) the content, products, or services on or available from such websites. Links to such websites do not imply any endorsement by Zamzar of such websites or the content, products, or services available from such websites. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites.

12. Disclaimer of Warranties (Business Customers Only)

IF YOU ARE A BUSINESS CUSTOMER THE SERVICES ARE PROVIDED WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. ACCORDINGLY TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZAMZAR EXPLICITLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, CONDITIONS AND OTHER TERMS (INCLUDING WITHOUT LIMITATION, REGARDING SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT). ZAMZAR MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR WILL BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. YOU ACKNOWLEDGE AND AGREE THAT ZAMZAR WILL NOT BE RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR TO THE COMPUTER SYSTEM OF ANY THIRD PARTY THAT RESULT FROM USE OF THE SERVICES. IF WE PROVIDE ADVICE OR INFORMATION ON WAYS TO USE THE SERVICE OR WAYS IN WHICH YOUR USE OF THE SERVICES MAY BE IMPROVED, WE ARE NOT OFFERING ANY PROMISE OR GUARANTEE IN ADDITION TO THOSE EXPRESSLY STATED IN THESE TERMS OF SERVICE.

13. Severability

In the event that any provision of these Terms of Service is held to be invalid or unenforceable, the remaining provisions of these Terms of Service will remain in full force and affect. Headings in the Terms of Service are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.

14. Indemnity (Business Customers Only)

You agree to defend, indemnify, and hold harmless Zamzar, its affiliates, officers, directors, employees and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising out of or in any way connected with your access to or use of the Services, or your violation of these Terms of Service.

15. Compensation (Consumer Customers Only)

If you are a consumer you agree to compensate Zamzar in full for any and all claims, actions or demands, including without limitation reasonable legal and accounting fees, that are foreseeable, as explained below, arising out of or in any way connected with your access to or use of the Services, or your violation of this Agreement. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the Agreement was entered into, both parties knew it might happen, for example, if you discussed it with us during the sales process.

16. Limitation of Liability (Business Customers Only)

Your use of Zamzar is at your own risk. If you are dissatisfied with any aspect of our Service or with these terms of service, or any other rules or policies, please contact us at api-support@zamzar.com. If you use the "Test" level of service, you acknowledge that save for any liability we cannot exclude at law, your sole remedy is to discontinue use of the Services. Subscribers to "Startup", "Growth" and "Scale" levels of service expressly understand and agree that Zamzar shall not be liable for any indirect loss, consequential loss, loss of profits, loss of revenue, loss of business opportunity, loss of anticipated savings, loss or damage to goodwill or reputation, loss of use or data or damage to your IT equipment or systems resulting from: (I) the use or the inability to use the Service; (II) the cost of procurement of substitute Services; (III) unauthorized access to or alteration of your transmissions or data; (IV) statements or conduct of any third party using the Service; or (V) any other matter relating to the Services. If you are a Subscriber to the "Startup", "Growth" or "Scale" levels of service, our aggregate liability to you in connection with this Agreement is limited to the sum of £5,000.

17. Limitation of Liability (Consumer Customers Only)

• 17.1

  We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with this Agreement, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking this Agreement or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen, for example, if you discussed it with us during the sales process.

• 17.2

  We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; for breach of your legal rights in relation to the services including the right to receive services which are performed with reasonable care and skill.

• 17.3

  When we are liable for damage caused by defective digital content. If defective digital content which we have supplied damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill we will either repair the damage or pay you compensation. However, we will not be liable for damage which you could have avoided by following our advice to apply an update offered to you free of charge or for damage which was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.

• 17.4

  We are not liable for business losses. If you are a consumer we only supply the products for to you for domestic and private use. If you use the products for any commercial, business or re-sale purpose our liability to you will be limited as set out in section 16.

18. Notice

Zamzar may provide you with notices, including those regarding changes to the Services by postings on the Services.

If you have provided your consent, Zamzar will send you an email newsletter publication from which you will be able to unsubscribe at any point. Please see our Privacy Policy for further information.

19. Enforcement of this Agreement

The failure of Zamzar to enforce any right or provision of this Agreement will not be deemed as Zamzar having given up the right to enforce such right or provision.

20. Miscellaneous

• 20.1 Relationship

  Customer and Zamzar are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

• 20.2 Transferring Rights

  Customer may not transfer any of its rights, or delegate any of its duties, under this Agreement, and any attempted transfer will be null and void.

• 20.3 Events Outside Our Control

  Operation of our Services may be interfered with by numerous factors outside of our control and we shall not be liable to you for any delay or failure in performance under this Agreement resulting directly or indirectly from events beyond Zamzar's control.

• 20.4 Zamzar Confidential Information

  You represent and promise to Zamzar that (a) you are not a competitor of Zamzar, (b) you shall keep publicly unannounced information and materials pertaining to Zamzar, pre-release software, testing or testing procedures strictly confidential and (c) you shall not use any information gained from access to the Zamzar website or use of the Zamzar Services to compete with Zamzar in its business.

21. Fee

• 21.1 Payment

  In consideration for the provision of the Services, you shall pay Zamzar the Subscription Fee and any Overage Charges which may be owed.

• 21.2 Invoices

  Zamzar shall issue invoices in respect of the Subscription Fee and/or Overage Charges and shall collect the Subscription Fee from your payment method in advance on a monthly or annual schedule, as applicable.

• 21.3 Tax

  The Subscription Fee and any Overage Charges are exclusive of VAT or other sales tax which, if applicable to you, shall be payable by you at the then prevailing rate.

• 21.4 Non-payment

  In the event that the Subscription Fee and any Overage Charges, as appropriate, are not collected in accordance with these terms, Zamzar may deny you access to the Services without notice.

22. Cancellation Rights (Consumer Customers in the UK and European Economic Area ("EEA") Only)

If you are purchasing the Services as a consumer, based in the UK or the EEA, then you have the right to cancel this Agreement for any reason during the 14 day cooling off period from the date you subscribe. In order to cancel this Agreement, please let us know by emailing us at api-support@zamzar.com. You can use the Model Cancellation Form included in Schedule 1 at the end of this Agreement, but you are not obliged to use this form. Once you have cancelled the Agreement you will no longer be able to use your account. If you are entitled to a refund under UK or EEA consumer legislation, we will refund you the price paid by the method you used for payment within 14 days of your telling us you have changed your mind. We may deduct from any refund an amount for the supply of the Services for the period for which they were supplied, ending with the time when you told us you had changed your mind. The amount will be in proportion to what has been supplied, in comparison with the full coverage of this Agreement.

23. Controlling Law and Jurisdiction

• 23.1

  Where you are a business customer, these Terms of Service and any action related thereto will be governed by the laws of England without regard to its conflict of law provisions. The English courts shall (subject to the section 23.3 below) have exclusive jurisdiction to settle any dispute which may arise out of, under, or in connection with these terms and conditions, and for those purposes irrevocably submit all disputes to the jurisdiction of the those courts.

• 23.2

  Where you are a consumer customer, these terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.

• 23.3

  For the exclusive benefit of Zamzar and to the extent possible in the applicable jurisdiction, Zamzar shall retain the right to bring proceedings as to the substance of the matter in the courts of the country of your residence or, where these terms and conditions are entered into in the course of your trade or profession, the country of the place of business in which you agreed to these terms and conditions or (if different) the country of your principal place of business.

24. Entire Agreement

These Terms of Service are the entire and exclusive agreement between Zamzar and you regarding the Services, and these Terms of Service supersede and replace any prior agreements between Zamzar and you regarding the Services. You also may be subject to additional terms and conditions that may apply when you use or purchase certain other Zamzar services, affiliate services or third-party content software or services. Please be aware that Zamzar reserves the right to cancel any transmission they find in violation of any of the above terms.

If you have any questions about these Terms of Service, please contact Zamzar at legal@zamzar.com.

Complaints about violators of the Terms of Service should be sent via e-mail to api-abuse@zamzar.com. Each complaint will be investigated and may result to immediate cancellation of Services without prior notice.

Schedule 1 – Model Cancellation Form

(Complete and return this form only if you wish to withdraw from the contract)

To Zamzar Limited, The Courtyard Shoreham Road, Upper Beeding, Steyning, West Sussex, BN44 3TN, and accounts@zamzar.com

I/We [*] hereby give notice that I/We [*] cancel my/our [*] contract of sale of the following goods [*]/for the supply of the following service [*],

Ordered on [*]/received on [*],

Name of consumer(s),

Address of consumer(s),

Signature of consumer(s) (only if this form is notified on paper), Date

[*] Delete as appropriate