Terms of Service

Note: If you have been invited to a Product by a Zoolibrary customer, your access and use of that Product is governed by the User Notice (and not these Terms of Service).

These Terms of Service (“Terms”) are between you and Zoolibrary (“Zoolibrary”, “we”, or “us”) and are effective from the date you first access or use a Product (“Effective Date”). “You” means the entity you represent in accepting these Terms (or, if you do not represent an entity, you personally).

By accepting these Terms, you represent and warrant that: (i) you have read and understood these Terms; (ii) you have full legal authority to bind any entity you represent to these Terms; and (iii) you agree to these Terms on behalf of any entity you represent.

If you sign up for a Product using an email address from your employer, you will be deemed to represent such employer for the purposes of these Terms.

1.1. Products, Support, and Additional Services. These Terms govern our Products, Support, and Additional Services; and include our Policies and Orders.

1.2. Additional Coverage. Certain Products (being those designated as “Professional” or “Enterprise”) are also subject to the Additional Coverage Addendum.

2.1. Consent. You will provide all required disclosures to, and will obtain and maintain all required consents from, End Users to allow Zoolibrary to provide the Products to you in accordance with these Terms. You will provide evidence of such consents upon our reasonable request.

2.2. Access. You are responsible for: (i) understanding the various roles, responsibilities, and permissions of different user types within the Products; (ii) controlling who becomes an End User; and (iii) the user type assigned to each End User (including Administrators). You agree that our responsibilities do not extend to the internal management or administration of the Products for you.

2.3. Responsibility. You are responsible for compliance with these Terms by all End Users, and for all End User activities. You must require that all End Users keep their access credentials to Products (including to End User Accounts) strictly confidential, and do not share them with any other person. You are responsible for all actions undertaken using End User Accounts, and you agree to immediately notify us of any unauthorized use you become aware of. You must ensure all End Users are at least 16 years old.

3.1. Access. During the Subscription Term, you may access and use the Products for your own internal business purposes: (i) in accordance with these Terms and the applicable Documentation; and (ii) on a non-exclusive, non-sublicensable, and non-transferable basis. If payment is required for End Users to use or access a Product, we are only required to provide the Products to those End Users for whom you have paid the applicable fees, and only such End Users are permitted to access and use the Products.

3.2. Support. During the Subscription Term, we will provide Support for the Products in accordance with the Support Policy and the applicable Order.

3.3. Restrictions. Except as otherwise expressly permitted in these Terms, you will not (and will not permit, assist, or encourage anyone else to): (i) incorporate any Products into a product or service you provide to a third-party; (ii) circumvent mechanisms in the Products intended to restrict your use; (iii) reproduce, modify, or create derivative works of the Products; (iv) sell, distribute, or sublicense, the Products; (v) reverse engineer, decompile, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, or non-public APIs to any Products, except to the extent expressly permitted by applicable law (and then only upon advance notice to us); (vi) use the Products for competitive analysis or to build competitive products; or (vii) remove or obscure any notices (proprietary or otherwise) contained in the Products.

4.1. Security. As detailed in our Trust Centre (or separately provided Security Overview), we implement and maintain physical, technical, and organizational security measures designed to protect Customer Data from unauthorized access, use, or destruction.

4.2. Privacy. As detailed in our Privacy Policy, we collect information about you and your End Users in connection with these Terms and your use of the Products (including analytics).

4.3. Legal disclosure.We may disclose Customer Data to the extent required by law, subpoenas, or court orders. We will notify you where we are permitted to do so.

4.4. Data Processing Addendum. If your use of the Products requires Zoolibrary to process personal data falling within the scope of Regulation (EU) 2016/679 (General Data Protection Regulation) or any successor legislation, you can request and complete our Data Processing Addendum.

5.1. Ownership and license.You retain all rights in, and title to, Customer Data. Subject to these Terms, you grant us a worldwide and limited license to access, use, process, copy, distribute, and display Customer Data solely to the extent necessary to provide the Products, Support, and any Additional Services to you.

5.2. Compliance with Terms, Policies, and Laws.You and your use of the Products (including use by End Users) must comply at all times with these Terms, Policies, and Laws. You represent and warrant that your submission of Customer Data to the Products in accordance with these Terms will not violate any Laws, third-party rights or terms governing such data.

5.3. No Prohibited Sensitive Health Information.You will not (and will not permit anyone else to) provide to the Products (or use the Products to process) any patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act or any similar health data protected under Law, unless expressly authorized by Zoolibrary in writing.

5.4. Your Indemnity.You will defend us from and against any third-party claim related to: (i) disputes brought by your End Users; or (ii) your breach (or alleged breach) of this clause 5; and you will indemnify us, and hold us harmless, against any damages or costs awarded against us (including reasonable attorneys’ fees) or agreed in settlement by you resulting from such a claim. This indemnification obligation is subject to you receiving: (i) prompt written notice of such claim (but in any event notice in sufficient time for you to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense or settlement of such claim and; (iii) all reasonable necessary cooperation by us at your expense.

5.5. Removals and Suspension.We may remove Customer Data from, or suspend your access to, the Products (with reasonable notice) if we deem such action necessary in response to a violation of these Terms. If we determine that such violation is interfering with the operation of the Product, we may take action immediately without notice.

You (including your End Users) may choose to use third-party products or services in connection with the Products. Your use of any third-party products or services (and the third parties’ use of any Customer Data) is subject to a separate agreement between you and the third-party provider. If you enable or use third-party products or services with the Products, we will allow the third-party providers to access or use Customer Data as required for the interoperation of their products and services with the Products. This may include transmitting, transferring, modifying or deleting Customer Data, or storing Customer Data on systems belonging to the third-party providers or other third parties. Any third-party provider’s use of Customer Data is subject to the applicable agreement between you and such third-party provider. You are solely responsible for your decision to permit any third-party provider or third-party product or service to use Customer Data; and you (and not us) are responsible for their access to and use of Customer Data, and for their security and privacy practices. We disclaim all liability and responsibility for any third-party products or services (whether support, availability, security, or otherwise) or for the acts or omissions of any third-party providers or vendors.

7.1. Subscription term.Unless specified in your Order, your subscription will automatically renew (at the then-current rate) for another Subscription Term of a period equal to your initial Subscription Term or 12 months (whichever is the lesser); unless either party gives the other notice of non-renewal (through the means we designate) before the end of the current Subscription Term.

7.2. Increasing use.You may increase your use of Products (including by adding End Users) by placing a new Order; the charges for which will be at our then-current rates, prorated for the remainder of your then-current Subscription Term.

7.3. Payment.All fees are payable by you: (i) in accordance with each Order; and (ii) by the due dates, payment method, and in the currency specified in the Order.

7.4. Taxes.All fees are exclusive of any taxes payable in respect of the Products. To the extent that any taxes are payable by us, you must pay us the amount of such taxes in addition to the fees owed under these Terms.

We may offer certain Products to you, such as “Free” and “Trial” accounts, at no charge (“No-Charge Products”). To the maximum extent permitted by law, and notwithstanding anything in these Terms to the contrary, we disclaim all obligations and liabilities to you with respect to No-Charge Products; and your access to such No-Charge Products may be terminated at any time, without notice.

9.1. Ownership.We retain all right, title, and interest, including all intellectual property rights, in and to our Technology (including the Products). Our Products are made available to you on a limited access basis, and no ownership right is conveyed.

9.2. Feedback.Any Feedback you provide to us with respect to our products or service is provided freely and without any obligation, royalty, or restriction (whether based on intellectual property rights, confidentiality, or otherwise).

10.1. Definition.Each party agrees that all information disclosed by one party ("Disclosing Party") to the other party (“Receiving Party”) that is designated by the Disclosing Party as confidential, or that should be reasonably understood to be confidential due to its nature and the circumstances of its disclosure, constitutes the confidential property of the disclosing party (“Confidential Information”). Our Confidential Information includes these Terms and any of our Technology, and your Confidential Information includes the Customer Data.

10.2. Use.Except as expressly authorized herein, the Receiving Party will: (i) hold in confidence and not disclose any Confidential Information to third parties; and (ii) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under these Terms.

10.3. Disclosure.The Receiving Party may disclose Confidential Information to its employees, agents, contractors, and other representatives having a legitimate need to know, provided that they are bound to confidentiality obligations no less restrictive than those set out in this clause and that the Receiving Party remains responsible for their compliance.

10.4. Exclusion.The confidentiality obligations of the Receiving Party do not apply to information which the Receiving Party can demonstrate: (i) was known to it prior to receipt of the Confidential Information; (ii) has become public knowledge through no fault of the Receiving Party; (iii) was rightfully obtained by the Receiving Party from a third-party without breach of any confidentiality obligation; or (iv) was independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may also disclose Confidential Information if required to do so by law, regulation, or court order (but only to the minimum extent required and with advance notice to the Disclosing Party).

10.5. Remedies.The Receiving Party acknowledges that disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. The Disclosing Party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this clause.

11.1. Term.These Terms start on the Effective Date and continue until expiration or termination of all Subscription Terms.

11.2. Termination.Either party may terminate these Terms (including all Orders) if the other party: (i) fails to cure a material breach of these Terms (including a failure to pay fees) within 30 days of written notice; (ii) ceases operation without a successor; or (iii) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 60 days.

11.3. Effect of Termination.Upon expiration or termination of these Terms: (i) you must cease using all Products and delete all information of ours in your possession or control; and (ii) unless legally prohibited from doing so, we may delete all Customer Data. It is your responsibility to export any Customer Data you wish to retain during the applicable Subscription Term using the functionality provided in the Products.

11.4. Survival.These clauses will survive expiration or termination of these Terms: clauses 3.3 (Restrictions), 5.4 (Your Indemnity), 7.3 (Payment), 7.4 (Taxes), 8 (No-Charge Products), 9 (Product ownership and Feedback), 10 (Confidentiality), 11 (Term and Termination), 12.3 (Warranty Disclaimer), 13 (Limitation of Liability), 14 (IP Indemnification) (but solely with respect to claims arising from your use of Products during the Subscription Term), and 16 (General Terms).

12.1. Our Warranties.We warrant, for your benefit only, that the Products will perform materially as described in the Documentation and that we will not materially decrease the overall functionality of the Products during a Subscription Term (“Performance Warranty”).

12.2. Warranty Remedy.We will use commercially reasonable efforts to correct reported non-conformities with the Performance Warranty. If we determine corrections to be impracticable, either party may terminate the applicable Subscription Term. In this case (and as your sole remedy), you will receive a refund of any fees you have pre-paid for use of the Product for the terminated portion of the applicable Subscription Term.

12.3. Warranty Disclaimer.Except as expressly provided in this clause 12, all Products, Support, and Additional Services are provided “AS IS”. We make no other warranties, whether express, implied, statutory or otherwise, including warranties of merchantability, fitness for a particular purpose, title or noninfringement. Without limiting our express obligations in these Terms, we do not warrant that your use of the Products will be uninterrupted or error-free, that we will review Customer Data for accuracy, or that we will maintain Customer Data without loss. We cannot guarantee that our security procedures will be error-free, that transmissions of Customer Data will always be secure, or that unauthorized third parties will never be able to defeat our security measures or those of our third-party service providers. We will not be liable for delays, interruptions, service failures or other problems inherent in use of the internet and electronic communications or other systems outside our reasonable control. You may have other statutory rights, but the duration of statutorily required warranties, if any, will be limited to the shortest period permitted by law.

13.1. Consequential Damages Waiver.Except for Excluded Claims (as defined below), neither party (nor its suppliers) will have any liability arising out of or related to these Terms for any loss of use, lost or inaccurate data, lost profits, failure of security mechanisms, interruption of business, costs of delay, or any indirect, special, incidental, reliance or consequential damages of any kind, even if informed of the possibility in advance.

13.2. Liability Cap.Except for Excluded Claims (as defined below), each party’s (and its suppliers’) entire liability to the other in relation to these Terms will not exceed the amount actually paid by you to us for the Products and any Additional Services giving rise to the liability during the 12 months immediately preceding the claim.

13.3. Excluded Claims.“Excluded Claims” means: (i) amounts owed by you under any Orders; (ii) either party’s express indemnification obligations in these Terms; and (iii) your breach of clause 3.3 (Restrictions).

13.4. Nature of Claims and Failure of Essential Purpose.The waivers and limitations in this clause 12 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy in these Terms fails of its essential purpose.

14.1. Our indemnity.We will defend you from and against any third-party claim to the extent alleging that the Products, when used as authorized under these Terms, infringes any third-party patent, copyright, or trademark, and will indemnify, and hold you harmless, against any damages or costs awarded against you (including reasonable attorneys’ fees) or agreed in settlement by us resulting from such a claim. This indemnification obligation is subject to us receiving: (i) prompt written notice of such claim (but in any event notice in sufficient time for us to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense or settlement of such claim and; (iii) all reasonable necessary cooperation by you at our expense.

14.2. Mitigation and Exceptions.In response to an actual or potential infringement claim, if we determine necessary to avoid material liability, we may: (i) procure rights for your continued use of the Products; (ii) replace or modify the alleged infringing portion of the Products to avoid infringement without reducing the Products’ overall functionality; or (iii) terminate the affected Order and refund you any pre-paid, unused fees for the terminated portion of the Subscription Term. Our obligations in this clause 13 do not apply: (i) if the total aggregate fees we receive with respect to your subscription to a Product in the 12 months immediately preceding the Claim is less than US$50,000; (ii) if the Product is modified by any party other than us, but solely to the extent the alleged infringement is caused by such modification; (iii) if the Product is used in combination with any non-Zoolibrary product, software, service or equipment, but solely to the extent the alleged infringement is caused by such combination; (iv) to unauthorized use of Products; (v) to any Claim arising as a result of Customer Data or circumstances covered by your indemnification obligations in clause 5.4 (Your Indemnity); (vi) any third-party deliverables or components contained with the Products; or (vii) if you settle or make any admissions with respect to a Claim without our prior written consent. THIS CLAUSE 14 (IP INDEMNIFICATION) STATES OUR SOLE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH ANY PRODUCT OR OTHER ITEMS WE PROVIDE UNDER THESE TERMS.

We may identify you as our customer in promotional materials, but will promptly stop doing so upon request sent to: sales@zoolibrary.com.

16.1. Assignment.Neither party may assign these Terms without the prior written consent of the other party, except that either party may assign these Terms in connection with a merger, reorganization, acquisition or other transfer of all or substantially all its assets or voting securities. Any non-permitted assignment is void. These Terms will bind and inure to the benefit of each party’s permitted successors and assigns.

16.2. Dispute Resolution.The parties will attempt to amicably resolve any disputes through consultation and negotiation. If the parties do not reach settlement within a period of 60 days, either party may pursue relief as may be available under these Terms. Notwithstanding the foregoing, nothing in these Terms will prevent us 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.

16.3. Entire Agreement.These Terms are the entire agreement between you and us relating to the subject matter covered by these Terms, and supersede all prior or contemporaneous oral or written communications, proposals, and representations between you and us with respect to such subject matter. No provision of any purchase order or other business form employed by you will supersede or supplement the terms and conditions of these Terms, and any such document relating to these Terms will be for administrative purposes only and will have no legal effect. In these Terms, headings are for convenience only and “including” and similar terminology are to be construed without limitation. These Terms may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement.

16.4. Amendments.We may modify the terms and conditions of these Terms from time to time by posting the modified Terms on our website. Other than for: (i) No-Charge Products (modifications in respect of which will apply immediately); (ii) our Policies (modifications in respect of which will apply immediately, provided such modifications do not substantially diminish our obligations to you when considered as a whole); and (iii) Important Changes (defined below), modifications to these Terms will take effect at the next renewal of your Subscription Term and will automatically apply as of the renewal date. Notwithstanding the foregoing, in some cases (e.g. to address compliance with Laws, or as necessary for new features) ("Important Changes") we may specify that such modifications become effective during your then-current Subscription Term. Where you object to Important Changes taking effect, you may (as your exclusive remedy) terminate your affected Orders upon notice to us (which must be given within 30 days of us providing notice of the modifications), and we will refund you any fees you have pre-paid for use of the affected Products for the terminated portion of the applicable Subscription Term.

16.5. Waivers and Severability.Waivers must be signed by the waiving party’s authorized representative and cannot be implied from conduct. If any provision of these Terms is held invalid, illegal, or unenforceable, it will be limited to the minimum extent necessary so the rest of these Terms remain in effect.

16.6. Conflicts.In event of any conflict between the main body of these Terms and our Policies, these Terms will control with respect to their subject matter.

16.7. Force Majeure.Neither party will be liable to the other for any delay or failure to perform any obligation under these Terms (except for a failure to pay fees) if the delay or failure is due to events beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, internet or utility failures, refusal of government license, or natural disaster.

16.8. Independent Contractors.The parties are independent contractors, not agents, partners, or joint venturers.

16.9. Export.You agree to comply with all relevant United States and foreign export and import Laws in using the Products. You: (i) represent and warrant that you are not listed on any United States government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a United States government embargo or that has been designated by the United States government as a “terrorist supporting” country; (ii) agree not to access or use the Products in violation of any United States export embargo, prohibition or restriction; and (iii) will not submit to the Products any information controlled under the United States International Traffic in Arms Regulations.

16.10. Government End Users.If you, or your End Users, are an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Products or any related documentation of any kind, including technical data and manuals, is restricted by the terms of these Terms in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Products were developed fully at private expense. All other use is prohibited.

16.11. Governing Law.These Terms are governed by the laws of your Jurisdiction without regard to conflicts of laws provisions and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this Agreement will be the courts located in your Jurisdiction and both parties submit to the personal jurisdiction of those courts.

16.12. Notices.Any notice under these Terms must be given in writing (which shall include electronic communication). We may provide notice to you through your Notification Email Address, your account, or in-product notifications. You will provide notice to us by email to legal@zoolibrary.com, attn: General Counsel.

Certain capitalized terms are defined in this clause 16, and others are defined contextually in these Terms.

Additional Services” means other services related to the Products we may provide to you, as identified in an Order.

Administrators” means the individuals designated by you who administer the Products on your behalf.

Affiliate” means an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with a party, where “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of greater than 50% of the voting equity securities or other equivalent voting interests of the entity.

Customer Data” means any data, content, or other materials of any type that you (including any of your End Users) submit to Products, including from any third-party platforms.

Documentation” means our standard published documentation for the Products, located on our website or provided directly.

End User” means an individual you or an Affiliate permits or invites to use the Products. For the avoidance of doubt, End Users include individuals invited by your End Users and individuals interacting with a Product as your client or customer.

End User Account” means an account established by you or an End User to enable the End User to use or access a Product.

Feedback” means comments, questions, ideas, suggestions, or other feedback relating to the Products, Support, or Additional Services.

Jurisdiction” means California, if you are domiciled in the United States; British Columbia, if you are domiciled in Canada; New South Wales, if you are domiciled in Australia; or otherwise New Zealand.

Laws” means all applicable laws, regulations, and conventions, including those related to data privacy.

Notification Email Address” means the email address you used to register for a Product.

Order” means our applicable written, online, or in-Product order form describing the products and services you are ordering from us, including their scope of use.

Policies” means our Acceptable Use Policy, Privacy Policy, Support Policy, and any other policies or terms referenced in these Terms.

Products” means our proprietary cloud solutions.

Subscription Term” means your permitted subscription period for a Product, as identified in an Order.

Support” means support for the Products, as described in the Support Policy. Your Support level will be specified in the applicable Order.

Technology” means the Products (including all No-Charge Products), their “look and feel”, any and all related or underlying technology and any modifications or derivative works of the foregoing, including as they may incorporate Feedback.