GENERAL TERMS OF SERVICE
“zkipster” is incorporated in Zurich, Switzerland as a stock corporation under “zkipster AG” (zkipster Ltd) with company no. CHE-345.444.895.
These terms and conditions (the “Agreement”) set out the basis upon which zkipster will provide Services (as defined below) to you. By clicking the action button on the Account (as defined below) registration or payment page on the website or subsite of zkipster.com (the “Site”), you are declaring to have agreed for yourself and any individual or company you may represent to be bound by the Agreement (as amended from time to time by zkipster). The Agreement is legally binding and supersedes any earlier agreement provided in respect of the Services.
You agree to use the Site only for lawful purposes. You agree not to take any action that might compromise the security of the Site, render the Site inaccessible to others or otherwise cause damage to the Site, its accessibility or its content. You agree not to add to, subtract from, or otherwise modify the Site or any content, or to attempt to access any content that is not intended for you. You agree not to use the Site in any manner that might interfere with the rights of any third party.
In order to use any event management, (custom) online invitation, guest list, seating, event check-in or related service of zkipster as further described on the Site, which includes zkipster’s conduct of monitoring, recording and analytical activities as described in section 4 below (the “Service”), you have to open an account by using the Site (the “Account”). You agree that registration for an Account and therefore the use of the Service is – if not explicitly agreed otherwise – subject to this Agreement, in particular the payment of the Service Fee according to section 5 below. You agree to a fair use of the Service at all times, in particular not to share your identification as described in section 12 below.
In case you have any questions or inquiries as regards data protection and information privacy please refer to our designated contact person(s) at firstname.lastname@example.org or +41 43 550 1499. Upon request by zkipster, you shall designate and indicate to zkipster your contact person for such matters as well.
1.3a Processing of Personal Data
For the purpose of this Agreement, personal data means any information (in particular names, contact details or addresses) relating to an identified or identifiable natural person or company such as you, your clients, your employees and in particular your guests and/or your subscribers (“Data Subjects”) whereby an “identifiable natural person” is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person (“Personal Data”).
For the purpose of this Agreement, processing means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction (“Processing” or ”to Process”).
You hereby instruct zkipster to Process Personal Data of the Data Subjects for the purpose of providing the Service. zkipster will not Process Personal Data of the Data Subjects for any other purpose.
The Processing of Personal Data by zkipster is carried out on your behalf. You are and remain the controller as regards the Processing of Personal Data which means that you are determining the purposes and means of the processing of Personal Data. Therefore, you shall be responsible for the compliance with applicable data protection or information privacy laws, particularly as regards the lawful transfer of Personal Data to zkipster and/or its Sub-Processors (as defined in section 1.3c below) and the lawful Processing of Personal Data in general.
zkipster will (1) Process the Personal Data only on instructions from you as provided by this Agreement or as provided otherwise by you in written or electronical form, unless required to do so by applicable law, (2) ensure that all persons authorized to Process the Personal Data have committed themselves to confidentiality (which shall survive the termination of this Agreement) or are under an appropriate statutory obligation of confidentiality, (3) take and implement all appropriate technical and organizational security measures (including, where appropriate, disclosure control procedures like e.g. encryption of Personal Data, access control to premises and facilities, access control to systems and data, restrictive system access authorization and authentication procedures, access monitoring and logging procedures, availability control like e.g. business continuity and disaster recovery plans, and continuous system security testing and evaluation procedures) to permanently protect the confidentiality, integrity, availability and capacity of the Personal Data and the respective Processing systems and services, (4) assist you by appropriate technical and organizational measures, to the extent possible, for the fulfilment of your obligation to respond to requests for exercising the Data Subject’s rights with respect to notice, transparency, information, access to Personal Data, rectification/correction and erasure, right to object, automated individual decision-making and portability, against reasonable compensation as agreed between you and zkipster on an individual basis (5) assist you in ensuring compliance with the obligations with respect to security of Personal Data, privacy/data protection impact assessment and related consultations of data protection authorities, (6) at your explicit written request, delete, return to you or rectify Personal Data and delete existing copies unless applicable law requires storage of the Personal Data, against reasonable compensation as agreed between you and zkipster on an individual basis (7) make available to you all information necessary to demonstrate (e.g. to the competent regulatory authorities) compliance with the obligations according to this Agreement and/or applicable data protection or information privacy laws and allow for and contribute to audits to the extent required and reasonable to zkipster, including inspections, conducted by you or an auditor mandated by you and acceptable to zkipster (non-competing, subject to confidentiality, etc.) and (8) inform you immediately if zkipster becomes aware of a security breach impacting Personal Data and assist with breach investigation, mitigation, and remediation.
You hereby confirm that you will immediately and fully inform zkipster if you detect any breaches, errors or discrepancies as regards the Processing of Personal Data or as regards applicable data protection or information privacy laws.
If Data Subjects address themselves to zkipster for exercising their rights with respect to information, rectification and/or erasure as regards their Personal Data, zkipster will direct the Data Subjects to you, to the extent that an allocation of the Data Subject to you is possible. zkipster will immediately forward such a request to you.
You hereby authorize zkipster to engage any other zkipster group company (currently zkipster UK Ltd, London, United Kingdom; zkipster Asia Ltd., Hong Kong and zkipster USA Inc., Delaware, USA) and/or zkipster’s external contractors and/or third party web host providers as stipulated in section 8 below as zkipster’s sub-processors of Personal Data (“Sub-Processors”). zkipster has the right to assign the Processing of Personal Data to the Sub-Processors for the purpose of providing the Service in whole or in part. Before adding further Sub-Processors to the ones mentioned above, zkipster shall – by amending this Agreement as provided by section 17 below – obtain your consent which you shall not refuse except for important data protection or information privacy concerns.
zkipster shall make sure that the Sub-Processors are subject to the same data protection obligations as set out in this Agreement and that they provide for an adequate level of protection.
You hereby confirm and guarantee that all Personal Data you upload, import, store, access and otherwise make available to zkipster and/or any Sub-Processor for the provision of the Service is exclusively data that you have obtained with valid and effectual permission as required by applicable law (e.g. explicit and informed consent) from the Data Subjects for the Processing of such Personal Data by you, zkipster and/or the Sub-Processors for the purpose of the Service.
To the extent your Personal Data is concerned and/or to the extent Personal Data of Data Subjects is concerned and you are empowered to represent such Data Subjects, you hereby agree for yourself and any individual or company you may represent that zkipster and/or any Sub-Processor Process(es) Personal Data for the purpose of providing the Service and you confirm that you had adequate information to understand the consequences of your consent.
All users of the Service must follow the rules of conduct and acceptable use policy stipulated by this section 1.4 (“Policy”). If you violate this Policy or any other provision of this Agreement, we are entitled to suspend or terminate your Account immediately and without prior warning which shall have no impact on your obligations according to this Agreement.
You hereby agree not to send or cause to be sent (by using the Service) any emails to unsolicited addresses/recipients including any individual or company who/which has communicated that your emails and/or text messages are unwanted. You confirm and guarantee that all email-addresses, telephone numbers or other contact details (of your guests, clients, subscribers or any third party), that are used in conjunction with the Service, were obtained specifically for the purpose of receiving correspondence from you, and are being used with valid, effectual and unrevoked permission (as required by applicable law) for that purpose. zkipster is not responsible for the content of emails and text messages sent to guests, clients, subscribers and to any third party by using the Service. zkipster offers reasonable effort with respect to the delivery of your emails and text messages when using the Service. However, zkipster offers no guarantees to the deliverability of your emails and text messages. zkipster is not responsible for any actions of those who receive emails and/or text messages, issued by using the Service. Specifically, consider the following restrictions when using our Service: do not use the Service to send anything to the email or text message recipients that:
– constitutes unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate or illegal; or
– constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”) as defined by applicable law; or
– contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of zkipster or any third party; or
– that puts into your email any material that was not created by you, provided to you for respective use, or that would violate any third party’s rights (including text, photos, graphics, and other content); or
– impersonates any person or entity, including any employee or representative of zkipster; or
– includes anyone’s identification documents, Personal Data or other sensitive information; or
– provides for uploads or transfers to any purchased lists, rented lists, or third-party lists of any kind.
This Agreement is effective for an unlimited period unless and until earlier terminated as set forth herein. zkipster may terminate this Agreement with immediate effect if you fail to comply with any of the terms and conditions described herein.
3. Intellectual Property Rights
The Site and its content including the brand and the Service are protected by the respective copyright, trademark and other intellectual property laws, and belong to zkipster. You agree and understand that zkipster reserves complete title and intellectual property rights in the Service and the Site and in all information, writings, images and other works that you use, see, hear or otherwise experience on the Site and/or when using the Service. Unless explicitly provided otherwise by this Agreement, you are not allowed to copy or otherwise use any such content or information belonging to the Service and/or the Site.
4. Monitoring, Information Collection and Data Usage
All actions performed while using the Service and the Site are subject to monitoring, recording and analytical activities (such as developing rating algorithm/rules and predictive analytics or incorporating social networks research) by zkipster. All user sessions, emails and text messages sent may be recorded and logged with the respective Account information, IP addresses and time/day stamps. zkipster will only share your data (e.g. guest lists, log in information and invite lists etc.) with any third parties within the limits stipulated in section 1.3c above and always subject to your directions. Any collected data will only be used to control the general usage of the Service and to improve the quality of Service (e.g. new features).
5. Account – Subscription – Payments – Service Access
By opening an Account (registering for a username/password), subscribing for the Service, and paying a service fee (the “Service Fee”) you are allowed to use the respective Service for a certain period of time or for a number of events (as the case may be). If you subscribe to the Service on a per-event basis, the Service Fee can only be paid by a valid credit card (Visa, Mastercard, American Express). The License can be bought either as a: 1) Starter Event, 2) Basic Event or 3) Professional Event. If you subscribe to the Professional Plan and pay annually, wire payment can be granted upon request. The default payment method for the Service Fee is a valid credit card (Visa, Mastercard, American Express). In case of payment by credit card, a third party credit card service provider is handling the payment process. The Service Fee will be charged in either USD (United States Dollars), EUR (Euro), GBP (British Pound Sterling) or HKD (Hong Kong Dollars), depending on the selection you have made and the billing country associated with your credit card or company registration. A variation of the writing “ZKIPSTER” will appear on your credit card statement. At the time of checkout, zkipster will obtain an authorization from the credit card you have provided. Once zkipster receives the credit card authorization, zkipster will grant you access to the Service. Access to the Service will generally be granted after receipt of the Service Fee. In case you have paid by wire transfer, we will check our accounts.
If you have any questions about payments, charging and Service Fee, please contact us directly at email@example.com. If you dispute any charges on your card without speaking to us first, your Account might be suspended and all data (including guest lists) may be deleted with immediate effect.
zkipster reserves the right to charge and/or increase the Service Fee for access to the Service at any time. However, in no event will you be charged for access to the Service unless zkipster obtains your prior consent to pay such charges. You shall pay all fees and charges incurred through your Account at the rates in effect for the billing period in which such fees and charges are incurred.
As part of certain event packages or the professional plan, zkipster offers professional features for which you have paid for as part of the purchase price. For details of what the services include, refer to the pricing page on our website.
6. Pricing (Service Fee) – Services
Once you have paid the Service Fee, zkipster will grant you access to the Service as follows:
6.1 Pay-as-you-Go: Limited to 1 event with a maximum duration of 72 hours.
6.2 Basic Plan: Unlimited number of events with check-in and pictures within 12 months (annually) or 4 months (seasonally).
6.3 Professional Plan: Unlimited number of events, professional services and guests within 12 months (annually) or 4 months (seasonally).
6.4 General Pricing Conditions
Alteration between Service plans is available. Users that wish to switch Service plans can ‘upgrade’ current services and subscribe for a new Service plan via the account interface. The above pricing is applicable for all zkipster customers who signed up for a paid service with a new account effective on 11/30/2015 and onwards. For all zkipster customers prior to this date, the rules that were communicated supersede the pricing listed herein, until communicated further.
zkipster is not providing a cancellation period for any subscription to the Services. Accordingly, your purchase cannot be cancelled once it was paid and will not be refunded if not used. However, if you believe that zkipster has charged you in error, you must contact us within 10 days of such charge. No refunds will be given for any charges made more than 10 days prior to your dispute notice. zkipster reserves the right to refuse a refund if you are in breach of these terms and conditions under this Agreement. This refund policy does not affect your statutory rights.
7. Active and Inactive Account, Renew of Service, Termination
Pay-as-you-Go: Account will be activated after sign-up, payment per event, billing via credit card only, Account remains active unless cancelled by client whereby Service can only be accessed by subscription and only for one event each time.
Basic Plan (Seasonal and Annual Payment): Account and Service will be activated for 4, respectively 12 months after sign-up and payment of the Service Fee, billing via credit card only, automatic renewal of Account and Service plan every 4, respectively 12 months unless cancelled by the client 5 days before the end of the respective Service plan.
Professional Plan (Seasonal and Annual Payment): Account and Service will be activated for 4, respectively 12 months after sign-up and payment of the Service Fee, billing via credit card only, automatic renewal of Account and Service plan every 4, respectively 12 months unless cancelled by the client 5 days before the end of the respective Service plan.
Once the status of the Account is inactive, you do not have access to any of your data, e.g. guest lists. zkipster may permanently delete any inactive Accounts and any thereto related data (incl. guest lists and invite lists) at any time at their sole discretion.
The early termination of the Service by you before the end of the respective subscription period is not available. Further, in the event that your Account is cancelled for violation of the terms and policies as stated in this Agreement, you will not be refunded.
zkipster shall have no liability whatsoever to you or any third party due to said deletion of data and any cancellation and/or termination. You understand that, after the termination and deletion of the data in accordance with the aforesaid, none of your data will be recoverable.
zkipster does not provide any web hosting services. The Site, its database and the Service are hosted by a third party web host provider (i.e. Windows Azure – www.azure.com). zkipster shall not be liable whatsoever for any damages incurred by or in connection with the third party web host provider or to the host platform.
9. Disclaimer of Warranties
ZKIPSTER MAKES NO EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS, OR ENDORSEMENTS WHATSOEVER WITH RESPECT TO THE SITE, THE SERVICE OR ANY CONTENT. ZKIPSTER EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, WITH REGARD TO THE SITE, THE SERVICE, THE CONTENT, AND ANY PRODUCT OR SERVICE FURNISHED OR TO BE FURNISHED VIA THE SITE. ZKIPSTER DOES NOT WARRANT THAT THE FUNCTIONS PERFORMED BY THE SITE OR THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT DEFECTS ON THE SITE OR IN THE SERVICE WILL BE CORRECTED. ZKIPSTER DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE. ZKIPSTER DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE CONTENT, OR THAT ANY ERRORS IN THE CONTENT WILL BE CORRECTED. THE SITE, THE SERVICE AND THE CONTENT ARE ONLY PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.
10. Limitation of Liability
BECAUSE THE APPLICABLE LAW MIGHT NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY TO THE EXTENT STIPULATED ABOVE, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY. IN SUCH CASE, ZKIPSTER’S LIABILITY IS LIMITED AND WARRANTIES ARE EXCLUDED TO THE GREATEST EXTENT PERMITTED BY THE APPLICABLE LAW.
You understand and agree that you are personally responsible for your behavior on the Site, for the Processing of Personal Data of the Data Subjects as stipulated in section 1.3 above and for your use of the Service. You agree to indemnify, defend and hold harmless zkipster, its parent companies, subsidiaries, affiliated companies, joint ventures, business partners, licensors, employees, agents, Sub-Processors (as defined in section 1.3c above) and any third party information providers to the Service from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys’ fees, resulting from or arising out of your use, misuse, or inability to use the Site and/or the Service, the Processing of Personal Data of the Data Subjects or any violation by you of this Agreement.
12. Password Security
If you open an Account and subscribe for the Service that zkipster provides through the Site, you are responsible for maintaining the confidentiality of your identification (username) and password information, and for restricting access to your computer (including any telephone or tablet devices). You agree to accept responsibility for all activities that occur under your identification and password.
13. No Ownership Rights or License
You are granted no ownership rights or license to any software by this Agreement. You understand and agree not to, directly, or indirectly: reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of, remove any notices, labels or advertisement from the Site and the system. You also agree not to modify, translate, or create derivative works based on any aspect of the Site, the Service and the system. You understand that you have no rights to copy, distribute, pledge, assign, or otherwise transfer or encumber rights to the Site, the Service and the system or any of its components.
14. Links to Third Party Web Sites / Linking to this Site
Links on the Site to third party web sites or information are provided solely as a convenience to you. If you use these links, you will leave the Site. Such links do not constitute or imply an endorsement, sponsorship, or recommendation by zkipster of the third party, the third party web site, or the information contained therein. zkipster is not responsible for the availability of any such web sites. zkipster is not responsible or liable for any such web site or the content thereon. If you would like to link to the Site, you must follow the following guidelines: Unless specifically authorized by zkipster, you may not connect “deep links” to the Site, i.e., create links to this site that bypass the home page or other parts of the Site, and you may not mirror or frame the home page or any other pages of this Site on any other web site or web page.
15. Entire Agreement / Severability / No Waiver / Assignment
These terms and conditions constitute the entire Agreement of the parties with respect to the use of the Site and the Service.
If any part of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, it will not impact any other provision of this Agreement, all of which will remain in full force and effect. The invalid or unenforceable provision(s) shall be replaced by such provision(s) the parties would, acting reasonably, have agreed upon had they been aware of the invalidity or non-enforceability of the provision to be replaced.
No waiver by zkipster of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. zkipster is entitled to assign this Agreement (including the Service) to any Sub-Processor at any time without any prior notification and/or consent.
16. Correction of Errors and Inaccuracies
The Site may contain typographical errors or other errors or inaccuracies and may not be complete or current. zkipster therefore reserves the right to correct any errors, inaccuracies or omissions and to change or update the Site at any time without prior notice. zkipster does not, however, guarantee that any errors, inaccuracies or omissions will be corrected.
17. Changes to this Agreement
zkipster may change this Agreement from time to time. If we change this Agreement at some point in the future, zkipster will post the changes on the Site and by continuing to use the Site and the Service after zkipster has posted any changes, you accept and agree to the new terms and conditions, as modified.
18. Enforcement / Governing Law / Place of Jurisdiction
Any and all disputes relating to this Agreement, your use of the Site, the Service, or the content are governed by, and will be interpreted in accordance with, the material laws of Switzerland to the exclusion of its conflict of law rules and any international treaties.
Exclusive Venue for any litigation shall be Zurich, Canton Zurich, Switzerland.