Terms of Use

Last Updated: May 3, 2023

Alphabet®, the entity behind Zembaly^™ (“Zembaly^™”, “us”, “we”, “our”) owns and operates the website located at https://www.zembaly.com (“Website”), the Zembaly^™ campaign management platform (the “Platform”) and provides the Zembaly^™ services described on the Website (collectively with the Website and Platform, the “Services”). These Terms of Use (“Terms”) apply to all users of the Services, including Zembaly^™ customers with a starter Platform subscription (“Starter Customer”), customers with a professional Platform subscription (“Professional Customer”), enterprise customers (“Enterprise Customer” and together with “Starter Customer” and “Professional Customer”, “Customer”), and other users who access, browse, and use the Services (“Users”). The terms “you” and “your” means the person or entity entering into these Terms and refers to Customers and Users collectively.

By using the Services, you indicate that you have read and accepted these Terms, which constitute a binding legal agreement between you and Zembaly^™. If you do not accept these Terms, then do not use the Services. If you are accepting these Terms on behalf of a corporation or other entity, you represent and warrant that: (i) the individual accepting these Terms is duly authorized to accept the Terms on such entity's behalf and to bind such entity; and (ii) such entity has full power, corporate or otherwise, to enter into these Terms and perform its obligations hereunder.

Please note that the collection, use and disclosure of your personal information will be governed by the Zembaly^™ Privacy Policy, the latest version of which can be found here (“Privacy Policy”).

These Terms may be amended or updated by Zembaly^™ from time to time at Zembaly^™’s sole discretion. If we make changes to these Terms, we will notify you by updating the “Last Updated” date at the top of these Terms, posting a notice on the Website or Platform, and/or by sending you an email (as appropriate). Any revisions to these Terms shall become effective thirty (30) days following the date of the notice and your acceptance of the revised Terms or decision to continue using the Services thereafter (as applicable) shall constitute your acceptance of the revised Terms. Zembaly^™ may require you to provide consent to the updated Terms in a specified manner before continuing to use the Services. If you do not agree to any such change(s), you shall stop using the Services. Otherwise, your continued use of the Services constitutes your acceptance of such change(s).

About the Services. Zembaly^™ is a service provider that combines multiple communication tools in order to help you build and manage advocacy campaigns geared to public constituents and government bodies. We provide a Platform that enables you to customize, manage, and share marketing campaigns. If you are a Customer, the following terms apply depending on your Platform module:
1. Starter Customers and Professional Customers. Starter Customers and Professional Customers must accept these Terms and pay Fees (as set out in Section 5 below) to receive access to the Platform.
2. Enterprise Customers. Enterprise Customers must accept these Terms and may be required to enter into a separate agreement with Zembaly^™, which will detail applicable Fees, scope of engagement, and any other commercial terms (“Services Agreement”) to receive access to the Platform.
Registration and Access
1. Account. To use the Platform, you will be required to register for a Platform account (“Account”). You agree to (a) provide accurate, current and complete information as may be prompted by any Account registration forms (“Registration Data”); (b) maintain the security of your Account credentials; and (c) promptly update the Registration Data as necessary. If you think the security of your Account or Registration Data has been compromised, please contact us immediately. In the event of a dispute regarding the Account owner, we reserve the right to request documentation to determine Account ownership, including but not limited to a government-issued ID. If we are unable to reasonably determine the rightful Account owner, Zembaly^™ reserves the right to temporarily disable an Account until a resolution has been determined.
2. Authorized Users. Enterprise Customers may allow authorized users, such as employees, agents, directors, or officers(“Representatives”) of Enterprise Customer, to access and use the Platform (“Authorized Users”) using its Account credentials subject to the restrictions in these Terms. The applicable Account owner shall be responsible for Authorized Users’ compliance with the Terms. Any act or omission relating to these Terms by any Authorized User shall be deemed an act or omission of the applicable Account owner.
Intellectual Property Rights.
1. User License. Subject to your compliance with these Terms, Zembaly^™ grants you a non-transferable, non-exclusive, limited license to (i) use the Website; and (ii) to access and use the Platform solely for your internal use.
2. Reservation of Rights. The Services, including without limitation (i) any software or code embedded in or located on the Platform; and (ii) the information and materials made available to you via the Services, are the property of Zembaly^™ and its licensors and are protected from unauthorized copying and dissemination by copyright law, trademark law, and other intellectual property laws. You acknowledge and agree that you have no right, license, or authorization with respect to any of the technology underlying the Services except as expressly set forth in these Terms. The Services are licensed to you and not sold. Nothing in these Terms gives you a right to use the Zembaly^™ names, trademarks, logos, domain names, and other distinctive brand features without Zembaly^™'s prior written consent.
3. User Content License. By sharing any information via the Services (including personal information, logos and trademarks) or submitting any content or links to content (collectively, “User Content”) on or through the Services, you grant Zembaly^™ (and our affiliated companies and our and their agents) a non-exclusive, royalty-free, paid-up, perpetual, irrevocable, transferable, worldwide license (with the right to sublicense) to use, copy, modify, transmit, display, distribute and otherwise exploit such User Content: (i) to the extent necessary to provide the Services and meet our obligations to you; (ii) to create aggregated and anonymized statistics and insights; and (iii) to improve the Services and other Zembaly^™ Offerings (defined below). Further, Customer grants Zembaly^™ (and our affiliated companies and our and their agents) a non-exclusive, royalty-free, paid-up, perpetual, irrevocable, transferable, worldwide license (with the right to sublicense) to use, copy, modify, transmit, display, distribute and otherwise exploit User Content on the Website and in Zembaly^™’s (and its affiliates’) marketing materials to advertise that Customer is a customer of Zembaly^™.
4. User Content Restrictions. You represent and warrant that you have all the rights, power, and authority necessary to grant the rights granted in these Terms to any User Content that you submit via the Services. You are solely responsible for (i) obtaining all necessary licenses, permissions, and consents to ensure User Content can be shared with Zembaly^™ as contemplated herein; (ii) the accuracy, quality, integrity, legality, reliability, and appropriateness of User Content; (iii) the consequences of submitting, posting, or publishing User Content via the Services; and (iv) ensuring that submitting, posting or publishing User Content via the Services does not violate any applicable laws, including, but not limited to, Canada’s Anti-Spam Legislation, the Personal Information Protection and Electronic Documents Act (Canada), and applicable Canadian provincial privacy legislation (collectively, “Privacy Laws”), applicable provincial language laws or the rights of any third party. Zembaly^™ does not control or actively monitor User Content and, as such, does not guarantee the accuracy, integrity, or quality of User Content. Under no circumstances will Zembaly^™ be liable in any way for any User Content or your reliance thereon, including, but not limited to, any errors, omissions, defects, or inaccuracies in any User Content. Although Zembaly^™ does not monitor all User Content, we reserve the right to edit, modify or remove any User Content or refuse to host or distribute any User Content which we reasonably consider to be in breach of applicable laws or our policies.
5. Feedback. If you provide Zembaly^™ with any suggestions, comments or other feedback relating to any aspect of the Services (“Feedback”), Zembaly^™ may use and incorporate such Feedback in the Services or in any other Zembaly^™ products or services (collectively, “Zembaly^™ Offerings”). Accordingly, you agree that: (i) Zembaly^™ is not subject to any confidentiality obligations in respect to the Feedback; (ii) the Feedback is not Confidential Information of you or any third party and you have all of the necessary rights to disclose the Feedback to Zembaly^™; (iii) Zembaly^™ (including all of its successors and assigns and any successors and assigns of any of the Zembaly^™ Offerings) may freely use, reproduce, publicize, license, distribute, and otherwise commercialize Feedback in any Zembaly^™ Offerings; and (iv) you are not entitled to receive any compensation or re-imbursement of any kind from Zembaly^™ or any Customers or Users in respect of the Feedback.
6. Usage Data. We may collect and process certain statistical and technical information that is generated when you use the Services (“Usage Data”). You grant Zembaly^™ (and our affiliated companies and our and their agents) a non-exclusive, royalty-free, paid-up, perpetual, irrevocable, transferable, worldwide license (with the right to sublicense) to use, copy, modify, transmit, display, distribute and otherwise exploit such Usage Data to (i) create aggregate statistics; (ii) analyze market trends; (iii) develop or improve the Services or other Zembaly^™ Offerings; and (iv) for benchmarking purposes.
Restrictions on Use of the Services.
1. Our Rights. Zembaly^™ reserves the right, at all times and at its sole discretion (but will have no obligation), to terminate or reclaim Accounts, or to limit an Account’s access to some or all aspects of the Platform. We also reserve the right to access, read, preserve, and disclose any information available to us via the Services that we reasonably believe is necessary to: (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce these Terms, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to user support requests; or (v) protect the rights, property or safety of our Users and the public.
2. User Restrictions. In using the Services, you shall not: (i) copy any information, materials, or User Content unless expressly permitted to do so herein; (ii) upload, submit or otherwise make available any materials or User Content through the Services that: (I) is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, libelous, invasive of a third party’s rights, hateful, or racially or ethnically objectionable, encourages criminal behavior, gives rise to civil liability, or (in Zembaly^™’s sole discretion) is otherwise objectionable (II) you do not have a right to make available under any law (including Privacy Laws) or under a contractual relationship; (III) infringes any patent, trademark, trade secret, copyright, or other proprietary rights of a third party; (IV) is or contains unsolicited or unauthorized advertising, solicitations for business, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation; (V) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of the Services, any computer software or hardware, telecommunications equipment, or that compromise anyone’s privacy; (VI) contain any falsehoods or misrepresentations or creates an impression that you know is incorrect, misleading, or deceptive, or (VII) could damage or harm minors in any way; (v) impersonate any person or entity or misrepresent your affiliation with a person or entity; (vi) interfere with or disrupt the Services or servers or networks connected to the Services, disobey any requirements, procedures, policies or regulations of networks connected to the Services, probe, scan, or test the vulnerability of any system or network, or breach or circumvent any security or authentication measures; (vii) intentionally or unintentionally violate any applicable local, state, provincial, national or international law or regulation; (viii) license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services; (ix) modify, translate, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services and any software provided as part of the Services, except to the extent the foregoing restrictions are expressly prohibited by applicable law; (x) create more than one Account to circumvent the restrictions set out herein; and (xi) access the Services in a manner that utilizes the Services’ resources more heavily than would be the case for an individual person using the Platform on a conventional device.
3. Competitors. No employee, independent contractor, agent, affiliate, or representative of any business or organization that offers a product or service that competes with Zembaly^™ is permitted to view, access, or use any portion of the Services without express written permission from Zembaly^™. By viewing, using, or accessing the Services, you represent and warrant that you are not a competitor of Zembaly^™ or any of its affiliates, or acting on behalf of a competitor of Zembaly^™ in using or accessing the Services.
Billing and Fees. Except as otherwise stated in a Services Agreement or any invoice issued to you by Zembaly^™, the terms regarding fees charged by Zembaly^™ for use of the Services, including Subscription Fees (“Fees”) are as follows:
1. Fees. Users are not charged Fees for accessing and using some aspects of the Services. Users wishing to become Customers and to access the Platform shall pay Fees as follows:
  1. Starter Customers. Starter Customers must pay a one-time Fee to receive access to the Platform.
  2. Professional Customers. Professional Customers must pay a recurring subscription Fee (“Subscription Fee”) to receive access to the Platform.
  3. Enterprise Customers. Fees for Enterprise Customers’ access to the Platform will be set out in the applicable Services Agreement.
2. Payment.
  1. One-Time Fees. One-time Fees will be made available to you on the Website at the time of purchase of the applicable Platform module.
  2. Subscription Fees. Subscription Fees will be made available to you on the Website at the time of subscription. Subscription Fees require a valid credit card and are billed monthly on the first day of the Subscription (defined below) term. You will be responsible for maintaining accurate payment information and notifying us of any changes to your payment information. If your credit card expires, is invalid, or is otherwise not able to be charged for Subscription Fees for any reason, you must provide a valid credit card within ten (10) days of a missed Subscription Fee payment to continue your Subscription without interruption. We will provide you with at least thirty (30) days’ prior notice of any changes to Subscription Fees through the Services or via email, and all such changes will be effective thirty (30) days following posting or sending (as applicable) of the notice.
  3. Payment Processing. Any payment information we collect to process Fees will be governed by our Privacy Policy. We may collect and process Fees by sending you an invoice or by using a payment processing Third-Party Service (defined below), such as Stripe. Collection and processing of your payment information by the applicable Third-Party Service will be governed by the applicable payment processor’s terms and Section 6 below, which you should review carefully.
  4. No Refunds. Notwithstanding any rights that Customer may have under articles 2125 through 2129 of the Civil Code of Quebec, which are hereby expressly waived by Customer, all Fees are non-refundable.
3. Subscription Renewals. If you do not cancel your Professional Customer subscription (“Subscription”) in accordance with Section 12(a) below prior to the start of the Subscription’s next billing cycle, on the day your initial Subscription term expires, your Subscription will renew for a term equal in length to your initial Subscription term. The relevant Subscription Fees will be automatically processed and charged in full at the then-current price for the Subscription for each such renewed Subscription term. If you cancel your Subscription before the end of your current paid up billing cycle, your Subscription will remain in effect until the end of the then-current billing cycle, after which the cancellation will take effect and you will not be charged for the next month or be able to access Subscription features.
4. Changes to Service Tiers. If you upgrade your Platform module, this will trigger a pro-rated charge which will be processed immediately using the payment method you have provided. If you downgrade your Platform module, we will adjust your Fees down as of the next billing cycle. Downgrading your Platform module may cause the loss of User Content or access to certain Platform features, and Zembaly^™ does not accept any liability for such loss.
5. Invoicing; Late Payments. Invoiced Fees shall be due and payable in full within thirty (30) days after the date of the invoice. Any invoiced and uncontested Fees not paid within such 30-day period shall be subject to interest at the lesser of: (i) 1.5% per month; or (ii) the maximum allowed by applicable law, which interest shall be immediately due and payable.
6. Taxes. All Fees are exclusive of any taxes, duties or levies assessed by applicable governmental authorities. All such taxes, duties, and levies (exclusive of any taxes based upon Zembaly^™'s net income) shall be assumed by and paid for by you, not Zembaly^™, regardless of whether included in any invoice sent to you.
7. Suspension of Service. If (i) any of your unpaid and uncontested invoiced Fees are thirty (30) days or more overdue; or (ii) your Subscription Fee payment method is invalid and you do not provide a valid payment method within the time period set out in Section 5(b)(II) above, in addition to any of its other rights or remedies, Zembaly^™ reserves the right to suspend your access to the Services (in whole or in full) until such amounts are paid in full.
Third-Party Services. The Services may integrate with or contain links to other websites, platforms or services that are not owned or controlled by Zembaly^™ (“Third-Party Services”). In no event shall any reference to any third-party or Third-Party Services be construed as an approval or endorsement by Zembaly^™ of that third-party or Third-Party Services. Zembaly^™ is not responsible for the content of any Third-Party Services or any material available thereon. Any use of Third-Party Services is subject to the terms and conditions of those Third-Party Services, and you are solely responsible for determining those terms and conditions and complying with them. You hereby release Zembaly^™ from all liability and/damages that may arise from your use of Third-Party Services, receipt of services from any such third parties, or reliance on the information available or services provided by any such third parties.
Availability. Zembaly^™ may alter, suspend, or discontinue use or access to the Services or any parts thereof at any time, at its sole discretion, and for any reason or no reason, without notice, but will endeavor to provide notice of the same. The Services may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons. Zembaly^™ may periodically add or update information and materials available via the Services without notice. We will use commercially reasonable efforts to make the Services available to you at all times except for: (a) planned downtime, including but not limited to maintenance; or (b) any unavailability caused by circumstances beyond Zembaly^™'s reasonable control, including without limitation, malfunction of computer or network equipment, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, health pandemics, strikes or other labour problems.
Confidential Information.
1. Definition of Confidential Information. “Confidential Information” means all confidential and proprietary information of a party (the “Disclosing Party”) disclosed to the other party (the “Receiving Party”) in connection with the Services, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to Fees and other terms in these Terms or the Service Agreement, business and marketing plans, know-how, technology, technical and financial information, product designs, and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
2. Confidentiality; Protection. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, except with the Disclosing Party's prior written permission. The Receiving Party agrees to protect the Confidential Information of Disclosing Party in the same manner that it protects its own Confidential Information (but in no event using less than reasonable care).
3. Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance if the Disclosing Party wishes to contest the disclosure.
4. Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of these Terms, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.
DISCLAIMERS.
1. GENERAL. THE SERVICES (INCLUDING ANY INFORMATION OR MATERIALS PROVIDED THEREON) ARE PROVIDED “AS IS” AND ZEMBALY^™ DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS, THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE, THAT RESULTS OBTAINED FROM THE SERVICES WILL BE ACCURATE OR RELIABLE OR THAT ANY ERRORS IN THE SERVICES WILL BE CORRECTED. ZEMBALY^™ SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, STATUTORY, BY USAGE OF TRADE, COURSE OF DEALING OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. ANY USER CONTENT, INFORMATION OR MATERIALS ACCESSED, USED, OR RELIED ON THROUGH THE SERVICES IS AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES OR LOSSES THAT RESULT FROM ACCESSING, USING, OR RELYING ON ANY SUCH USER CONTENT, INFORMATION OR MATERIALS.
2. THIRD-PARTY SERVICES. ZEMBALY^™ DOES NOT WARRANT, ENDORSE, GUARANTEE, PROVIDE ANY CONDITIONS OR REPRESENTATIONS, OR ASSUME ANY RESPONSIBILITY FOR ANY THIRD-PARTY SERVICES OR YOUR USE OR RELIANCE THEREON, AND ZEMBALY^™ SHALL NOT BE A PARTY TO ANY TRANSACTION THAT YOU MAY ENTER INTO WITH ANY THIRD PARTY IN CONNECTION WITH SUCH THIRD-PARTY SERVICE.
LIMITATION OF LIABILITY. WE, OUR REPRESENTATIVES, AFFILIATES, LICENSORS, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THE CAUSE AND WHETHER ARISING IN CONTRACT (INCLUDING BUT LIMITED TO FUNDAMENTAL BREACH), TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE AND PERSONAL INJURY), OR OTHERWISE, RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM: (I) YOUR USE OF, YOUR INABILITY TO USE, OR YOUR RELIANCE ON THE SERVICES; (II) ERRORS, MISTAKES, OMISSIONS OR INACCURACIES IN OR ON THE SERVICES AND ANY INFORMATION (INCLUDING USER CONTENT) AVAILABLE THEREON; (III) YOUR USE OF OR RELIANCE ON ANY USER CONTENT OR THIRD-PARTY SERVICES; (IV) THE ACTS, OMISSIONS, OR CONDUCT OF ANY THIRD-PARTY; (V) THE COST OF PROCURING SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES; AND (VI) ANY OTHER LOSSES OR DAMAGES OF ANY KIND ARISING FROM OR RELATING TO YOUR USE OF THE SERVICES OR RELIANCE THEREON. THESE LIMITATIONS SHALL APPLY EVEN IF ZEMBALY^™ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ZEMBALY^™’S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE GREATER OF (I) FIFTY CANADIAN DOLLARS ($50); OR (II) AMOUNTS YOU PAID TO ZEMBALY^™ IN THE 12 MONTHS PRECEEDING THE EVENT GIVING RISE TO LIABILITY HEREUNDER. THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENSION PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
INDEMNIFICATION.
1. Indemnification Requirements. To the extent permitted under applicable law, you shall, at your own expense, indemnify and hold Zembaly^™ and its subsidiaries, affiliates, Representatives, successors and assigns (“Indemnified Parties”) harmless from all claims, actions, proceedings, demands, damages, losses, costs, and expenses (including reasonable attorneys’ fees), resulting directly or indirectly from: (i) any allegation that your use of the Services infringe upon or misappropriate a third party’s intellectual property rights; (ii) any information or materials (including User Content) shared or submitted by you to the Services; (iii) any bodily injury (including death) resulting from use of or reliance on the Services or any information or materials (including User Content) available thereon; (iv) any damage to or loss of any tangible personal or real property of the Indemnified Parties caused by your actions or omissions; (v) your breach of these Terms or a Services Agreement (as applicable); or (vi) your violation of any applicable law, regulation, or third party right, including but not limited to breach of a third party’s intellectual property rights or rights under Privacy Laws. For the purposes of this Section 11(a), you acknowledge that Zembaly^™ is acting as agent and trustee for Indemnified Parties.
2. Indemnification Conditions. Zembaly^™ will provide notice to you of any claim, suit, or proceeding requiring indemnification in accordance with Section 11(a). Zembaly^™ reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under Section 11, and you agree to cooperate with any reasonable requests assisting Zembaly^™'s defense of such matter. This Section 11(b) does not require you to indemnify Zembaly™ for any unconscionable commercial practice by Zembaly^™ or for Zembaly^™'s gross negligence, fraud, deception, false promise, misrepresentation or concealment, suppression, or omission of any material fact in connection with the Services.
Termination.
1. Termination by You. You may terminate these Terms at any time and for any reason. You may terminate your Subscription in the “Account Details” section of the Platform or by contacting us at support@zembaly.com. Following termination, you acknowledge and agree that we may permanently delete your Account and all data associated with it, including your User Content and any campaign information.
2. Termination by Zembaly^™. Zembaly^™ may, under certain circumstances and without prior notice, immediately terminate your ability to access the Services or portions thereof. Cause for termination shall include, but not be limited to: (i) breaches or violations of these Terms which have not been cured within thirty (30) days of notice to you by us; (ii) requests by law enforcement or other government agencies; (iii) a request by you; (iv) discontinuance or material modification to Services (or any part thereof); (v) unexpected technical, security or legal issues or problems; or (vi) any reason at our sole discretion. Any termination of your access to the Services by Zembaly^™ shall be in addition to any other rights and remedies that Zembaly^™ may have.
3. Effect of Termination. Your rights to use and access the Services and all licenses granted by Zembaly^™ to you herein will immediately end upon termination of your access to the Services and may result in removal of some or all of your User Content. Sections 2, 3(b)-(f), 4-6, 8-11, 12(b), and 13-15 of these Terms shall survive termination. Termination shall not release you from payment of any unpaid Fees incurred on and up to the date of termination.
Security. Information sent or received over the internet is generally unsecure and Zembaly^™ cannot and does not make any representation or warranty concerning security of any communication to or from the Services, or any representation or warranty regarding the interception by third parties of information (including User Content) you may submit to us via the Services.
Jurisdiction; Dispute Resolution.
1. Jurisdiction. Any dispute or claim arising out of or in connection with Services will be governed and interpreted by and under the laws of Ontario, Canada without giving effect to any conflict of laws principles. Subject to Section 14(b), you irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Toronto, Ontario with respect to any dispute or claim arising out of or in connection with these Terms. The foregoing choice of jurisdiction and venue shall not prevent Zembaly^™ from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms and is hereby expressly excluded.
2. Dispute Resolution. You and Zembaly^™ shall use all reasonable endeavors to discuss and resolve any dispute which may arise out of or in connection with these Terms. If you and Zembaly^™ cannot resolve the dispute within ten (10) business days, you and Zembaly^™ will attempt to settle it in good faith by mediation. To initiate mediation, either Zembaly^™ or you must give written notice requesting a mediation to the other party. A copy of the request should be sent to ADR Chambers. The mediation will take place in Toronto, Ontario and the language of the mediation will be English. The mediation shall be governed by and construed and take effect in accordance with the substantive law of Ontario, Canada. If the dispute is not settled by mediation within thirty (30) days of commencement of the mediation or within such further period as you and Zembaly^™ may agree to in writing, the dispute shall be referred to and finally resolved by binding arbitration at ADR Chambers. The arbitration shall be governed by the applicable rules of the Arbitration Act (Ontario), and arbitration proceedings shall take place in Toronto, Ontario before one (1) arbitrator. In the event you and Zembaly^™ are unable to agree as to the appointment of an arbitrator for any reason, then such arbitrator shall be selected randomly by ADR Chambers. You shall bear your own legal costs in connection with a mediation and/or arbitration under these Terms.
3. Time Limitation. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
General. These Terms, together with any Services Agreement and any other documents and guidelines incorporating these Terms by reference, constitute the entire agreement between you and Zembaly^™ relating to the Services. In the case of any inconsistent or conflicting terms between the Terms and a Services Agreement, the Services Agreement will govern to the extent of the inconsistency or conflict. If any part of these Terms is held to be unlawful, void, or unenforceable, that part shall be deemed severed and shall not affect the validity and enforceability of the remaining provisions. The failure of Zembaly^™ to exercise or enforce any right or provision under these Terms shall not constitute a waiver of such right or provision. Any waiver of any right or provision by Zembaly^™ must be in writing and shall only apply to the specific instance identified in such writing. You may not assign the Terms, or any rights or licenses granted hereunder, whether voluntarily, by operation of law, or otherwise, without Zembaly^™'s prior written consent. Zembaly^™ may assign these Terms without your consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of Zembaly^™'s business, shares or assets.