http://www.z-ah.com (“the Site”) is owned and operated by Z-Ah Holdings Limited incorporated under the Companies Acts (Registered Number 7791055) and having its registered office at 7-8 The Maltings, Station Road, Newport, Essex CB11 3RN, United Kingdom (“Z-Ah”).
A. Z-Ah operates a QR Code generation and tracking website at the Site.
The Site allows Clients to generate QR Codes (“QR Codes”) (that can be used on a variety of media) in order to direct mobile phone users (“Users”) onto a target URL (controlled by the Client) when scanned by a QR Code reading application (“the Application”). The target URLs entered by the Clients of the System are shortened using URL shortening in order to create cleaner, less cluttered QR Codes.
The Website allows Clients to set up multiple campaigns, each with multiple sources and track the number of times each code has been scanned via an analytics and reporting system (“the System”).
Transactions from the Website will be processed in British Pounds Sterling by SagePay. Payments made to Resellers will be made via PayPal.
B. Clients wishing to use the System must register an account on the Site. Registering an account is free of charge. Z-Ah require Clients to give up limited personal information in order to ensure the Client’s account is unique and secure. Only registered Clients can use the System to generate and track QR codes
TERMS AND CONDITIONS
1. Z-Ah grants to the Client (when registered with Z-Ah) a non-exclusive, non-transferable licence to use the System subject to the terms and conditions herein contained (“the Service”)
2. Z-Ah will use commercially reasonable efforts to ensure that (a) all the basic product features are available to all registered Clients at all times; (b) Z-Ah provide at least two years‟ prior notice before it terminates the Service (if for any circumstances Z-Ah has to terminate the Service) although some of the features may become unavailable at one month‟s notice; and (c) provide the basic features as part of the Service for as long as Z-Ah operates the Service generally.
An example to demonstrate this would be: if Z-Ah provides notice of termination of the Service on 1st January 2014, then it may terminate some features of the Service, for example QR code generation after one month‟s notice, but will continue tracking and providing analytics for codes already generated at that point until two years later on 1st January 2016. After the point of removal of the Website, Users will not be directed to the target URL.
3. Z-Ah has used commercially reasonable efforts to ensure that the Service operates without error but note that these terms are not a guarantee that the Service will not be interrupted for periods of time due to technical issues. Although Z-Ah makes every reasonable effort to ensure that the Service and the Site is continuous, a level of downtime on any online application is inevitable. During periods of downtime scans of QR Codes may not re-direct Users to the target website.
Although Z-Ah will make every reasonable commercial effort to limit any downtime, the System is provided “AS IS” without warranty of any kind. The entire risk arising out of the use or performance of the System rests with the Client (the System operates a “Pay Per Engagement” model so the Client can only be charged if the Service is available). Z-Ah cannot ensure that any files or other data the Client downloads from or uploads to the Service will be free of viruses or contamination or destructive features.
Z-Ah disclaims all warranties, express or implied, including any warranties of accuracy, non-infringement, merchantability and fitness for a particular purpose.
Z-Ah disclaims any and all liability for the acts, omissions and conduct of any third parties in connection with or related to the Client’s use of the Service.
The Client assumes total responsibility for its use of the Service and any linked sites.
The Client’s sole remedy against Z-Ah for dissatisfaction with the Service is to stop using the Service.
4. Z-Ah may change the Service and the terms of this Agreement at any time, including without limit: remove, modify and add features and subject features to different or additional terms and conditions. Z-Ah may also require fees for any new features and previously free features that are added.
5. If Z-Ah change this Agreement or make significant changes to the Service, then it will notify the Client one month in advance of the changes taking effect. Z-Ah will give this notice by email and by posting it on the Site. If the Client does not agree to these changes, then the Client must stop using the Service.
The Client’s continued use of the Service following notice will be deemed to be the Client’s acceptance of the changes. Z-Ah will not be liable for any costs that the Client incurs, or for lost profits or damages of any kind, related to any such changes.
6. Subject to the Client’s compliance with the terms of this Agreement, Z-Ah grants the Client a non-transferable royalty free licence to print, otherwise display, and distribute the QR Codes on the Client’s products, documentation, advertisements, marketing materials, and other printed or digitally displayed content (“Your Materials") in order for QR Code Users to scan QR Codes on such materials.
The Client understands and agrees that they are solely responsible for the use of any QR Codes produced on the Site. Z-Ah solely facilitates the ability for Clients to generate QR Codes and does not endorse any content or any opinion, recommendation, or advice expressed in the websites to which QR Codes may take Users. Z-Ah accepts no liability therefor.
Z-Ah provide guidelines on the general use of QR codes but take no responsibility for their ultimate use.
7. Z-Ah has implemented a pricing policy that is outlined in detail on the Site. Z-Ah reserves the right to alter the pricing structure at any stage giving the Client one month’s notice of any changes.
8. For the purposes of this Clause, "Content" means any information that may be generated or encountered through use of the Service, such as media files, metadata, graphics, images, photographs and other like materials for use in the System. The Client understands that all Content whether publicly posted or privately transmitted using the QR Codes designed via the Service is the sole responsibility of the person from whom such Content originated. This means that the Client, and not Z-Ah, is solely responsible for any Content the Client makes available through use of the Service.
Z-Ah does not control the Content to which the QR Codes designed via the Service link, nor does it guarantee the accuracy, integrity or quality of such Content. The Client understands and agrees that its use of the Service and any Content is solely at its own risk.
The Client agrees that it will NOT use the Service to:
(a) Make available any Content that is unlawful, harassing, threatening, harmful, delictual, defamatory, libellous, abusive, violent, obscene, vulgar, invasive of another’s privacy, hateful, racially or ethnically offensive, or otherwise objectionable;
(b) Harass, threaten or harm another;
(c) If the Client is an adult, request personal or other information from a minor (any person under the age of 18 or such other age as the law defines as a minor) who is not personally known to the Client;
(d) Pretend to be anyone, or any entity, the Client is not or otherwise misrepresents the Client’s affiliation with a person or entity;
(e) engage in any copyright infringement or other IPR infringement, or disclose any trade secret or confidential information in violation of a confidentiality, employment, or non-disclosure agreement (Z-Ah reserves the right to reject or block any information which could be deemed to be in violation of copyright or IPR infringement); and/or
(f) plan or engage in any illegal activity.
The Client acknowledges that Z-Ah is not responsible or liable in any way for any Content provided by others and has no duty to pre-screen such Content. However, Z-Ah reserves the right at all times to determine whether Content to which QR Codes designed via the Service link is appropriate and in compliance with this Agreement, and may refuse, modify and/or remove the Client’s Licence at any time, without prior notice and in its sole discretion, if such Content is found to be in violation of this Agreement or is otherwise objectionable.
The Client acknowledges and agrees that Z-Ah may access, use, preserve and/or disclose the Client’s account information and Content if legally required to do so or if Z-Ah have a good faith belief that such access, use, disclosure, or preservation is reasonably necessary to:
(a) Comply with legal process or request;
(b) Enforce this Agreement, including investigation of any potential violation thereof;
(c) Detect, prevent or otherwise address security, fraud or technical issues; or
(d) Protect the rights, property or safety of Z-Ah, its Clients or Users as required or permitted by law.
9. Z-Ah and the Z-Ah logo are trademarks of Z-Ah. Other trademarks, service marks, graphics, and logos used in connection with the Service may be the trademarks of their respective owners. The Client is granted no right or licence in any of the aforesaid trademarks, and further agree that the Client shall not remove, obscure, or alter any proprietary notices (including trademark and copyright notices) that may be affixed to or contained within the Service.
10. This Agreement shall be governed, construed and enforced in accordance with the law of England
11. This Agreement constitutes the entire and only agreement between Z-Ah and the Client. No agreement altering or supplementing the terms hereof may be made except by means of a written document signed by the duly authorised representatives of Z-Ah and the Client.
12. The Client shall comply with all applicable local laws, regulations, and ordinances in connection with its activities pursuant to this Agreement.
13. Failure of Z-Ah to enforce a right under this Agreement shall not act as a waiver of that right or the ability to later assert that right.
14. If any provision of this Agreement shall be found by a court to be void, invalid or unenforceable, the same shall be reformed to comply with applicable law or stricken if not so conformable, so as not to affect the validity or enforceability of this Agreement.
WHAT Z-AH COLLECT
Z-Ah only collects limited information pertaining to the Client that is required in order to enable the Client to keep an account on the Site (name, email address and password). When the Client creates campaigns and sources these, they will be stored in the Client’s account as being unique to the Client.
Controlling your personal information
Z-Ah will not sell, distribute or release Clients‟ personal information to third parties unless Z-Ah are required by law to do so.
Account holders will be notified by email (to their registered address) regarding information pertinent to the operation of the System (upgrades, issues, changes in terms etc). Occasionally Z-Ah will send out marketing or survey materials to Clients‟ account emails. The Client will be given the opportunity to opt out of these types of email.
Z-Ah is committed to ensuring that Clients‟ information is secure. In order to prevent unauthorised access or disclosure, Z-Ah has put in place suitable physical, electronic and managerial procedures to safeguard and secure the information that is collected online.