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Terms of Service

Updated 07.10.2020

ZOI ApS is a service provider within information gathering and understanding of the relationship between fundraising performance and digital KPIs and you represent an organization that wishes to engage ZOI´s services by subscribing to these services.

ZOI ApS and you/your organization will in the following in plural be referred to as “Parties”.

1. SERVICE

ZOI ApS, a company duly incorporated in Denmark under the company no. (CVR) 41173874, (“ZOI”) is providing the following service under the Terms of Service agreement (the “Agreement”) agreed upon in this Agreement.

The service (“Service”) entails the following:

– Access to the ZOI dashboard, which will provide you with information on: Instagram, YouTube, Facebook, Fundraising/Finance, Google Ads, Google Ad Grants, Annual Digital Advantage Annual report, And other thematic and research reports

As a customer of ZOI, you will not be able to access the Service, unless you have given you express consent to being bound by this Agreement.

This Agreement applies to all users of the Service. Please read this Agreement carefully before subscribing to our Service.

Any new features or tools which are developed and added to the current Service shall also be subject to the terms of this Agreement. You can review the most current version of the Terms of Service at any time on our webpage, www.zoi.agency. We reserve the right to update, change or replace any part of these Terms of Service with 14 days’ notice by posting updates and/or changes to our website and sending you an e-mail with the updated terms to the e-mail address provided by you when entering into this Agreement. Your continued use of or access to the Service following the receipt of any changes constitutes an acceptance of such changes.

2. BECOMING A SUBSCRIBER OF ZOI’S SERVICES

The Service is restricted to users who have a subscription-account with ZOI.

To register to have an account with ZOI, you must provide us with accurate, complete, and up-to-date information, including legal name, entity type, and full contact information. You are responsible for the correctness of the information you provide to us and you must keep such information updated at all times.

YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW UNLESS YOU CANCEL YOUR SUBSCRIPTION ACCORDING TO THE RULES IN THE TERMINATION CLAUSE.

You are responsible for enabling access to API's and manual data delivery and ensure that these are accessible at all times. ZOI cannot guarantee that third party software suppliers are accessible for all clients at all times.

3. TERMS FOR YOUR USE

By agreeing to these Terms of Service, you represent that you are able to legally bind the organization on whose behalf you are entering this Agreement. We do not warrant that the quality of any Services, information, or other material subscribed to or obtained by you through this Agreement will meet your expectations, or that any errors in the Service will be corrected.

3.1 What you are allowed to do:

You may only use the Service for the internal business purpose of your organization, and only in accordance with the terms of this Agreement.

You may only use the Service for lawful purposes and in a responsible manner.

You may quote from the results of the analysis provided for in the Service as long as any quote refers to ZOI as a source.

3.2 What you are not allowed to do:

You may not use our Services for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any applicable laws (including but not limited to copyright laws).

You must not transmit any worms or viruses or any code of a destructive nature.

You may not share insights, dashboards, reports, or graphs from ZOI to any third party outside your own organization, i.e. the organization on whose behalf you entered this Agreement.

A breach or violation of any of the Terms will result in an immediate termination of our Services and your subscription.

Except to the extent expressly set out in this Agreement, you are not allowed to:

–   Republish, redistribute or retransmit the Service or dashboard

–   Reproduce, duplicate, copy, sell, resell, or exploit any portion of the Service, use of the Service, or access to the Service.

–   Remove or change any content or attempt to circumvent security or interfere with the proper working of the Service or dashboard or any servers on which it is hosted or attempt to reverse engineer the functionalities of the Service or dashboard.

–   Use our Service in a way that might damage ZOIs' name or reputation or that of any of our affiliates.

In addition to other prohibitions as set forth in this Agreement, you are prohibited from using the site or its content:

  1. for any unlawful purpose;
  2. to solicit others to perform or participate in any unlawful acts;
  3. to violate any international, federal, provincial, or state regulations, rules, laws, or local ordinances;
  4. to infringe upon or violate our intellectual property rights or the intellectual property rights of others;
  5. to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability;
  6. to submit false or misleading information;
  7. to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet;
  8. to collect or track the personal information of others;
  9. to spam, phish, pharm, pretext, spider, crawl, or scrape;
  10. to share other user’s specific data; or
  11. to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet.

We reserve the right to immediately terminate your use of the Service or any related website for violating any of the prohibited uses.

4. ACCURACY, COMPLETENESS, AND TIMELINESS OF INFORMATION

ZOI is not responsible if information made available is not accurate, complete, or current. The material on the site is provided for general information purposes only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete, or more timely sources of information. Any reliance on the material on this site is at your own risk.

ZOI's site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of the site at any time, but we have no obligation to update any information on our site. ZOI´s Service will consist of information on which we are not the source, and you acknowledge that certain ZOI as part of the Service will make content available which is derived from a number of sources, for which we are not responsible. In all cases, information made available by ZOI is not intended to amount to authority or advice on which reliance should be placed. You should check with us or the relevant information source before acting on any such information.

Except as expressly set out in this Agreement, ZOI makes or give no representation or warranty as to the accuracy, completeness, currency, correctness, reliability, integrity, quality, fitness for purpose or originality of any content of Service and, to the fullest extent permitted by law, all implied warranties, conditions or other terms of any kind are hereby excluded. To the fullest extent permitted by law, we accept no liability for any loss or damage of any kind incurred as a result of you or anyone else relying on the content of any Service.

ZOI cannot and does not guarantee that the dashboard or Service or its content will be free from viruses and/or other code that may have contaminating or destructive elements. It is your responsibility to implement appropriate IT security safeguards (including anti-virus and other security checks) to satisfy your particular requirements as to the safety and reliability of any dashboard or Service and its content.

5. MODIFICATIONS TO THE SERVICE AND PRICES

Changes in subscription prices will be made with 30 days’ notice, and sent to you via e-mail, at the e-mail address you have provided us with.

We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.

We shall not be liable to you or to any third-party for any modification, price change, suspension, or discontinuance of the Service.

6. ACCURACY OF BILLING AND ACCOUNT INFORMATION

You agree to provide current, complete, and accurate purchase and account information for all purchases made. You are responsible for and agree to promptly update your account and other information, including your email address.

Subscription fees fall due annually from sign-up date + 10 days unless otherwise agreed in writing.

7. OPTIONAL THIRD-PARTY TOOLS

ZOI may provide you with access to third-party tools over which ZOI neither monitor nor have any control nor input.

You acknowledge and agree that ZOI provides access to such tools ”as is” and “as available” without any warranties, representations, or conditions of any kind and without any endorsement. ZOI shall have no liability whatsoever arising from or relating to your use of optional third-party tools.

Any use by you of optional third-party tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).

ZOI may also, in the future, offer new services and/or features through the website (including, the release of new tools and resources). Such new features and/or services shall also be subject to this Agreement.

8. THIRD-PARTY LINKS

Certain content, products, and services available via our Service include materials from third parties.

We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or services of third parties.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand and agree with them before you engage in any transaction.

9. USER COMMENTS, FEEDBACK, AND OTHER SUBMISSION

If at our request, you send certain specific submissions (for example fundraising results) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence besides anonymization of user data; (2) to pay compensation for any comments; or (3) to respond to any comments.

You agree that your submissions will not violate any rights of any third-party, including copyright, trademark, privacy, personality, or other personal or proprietary rights. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any submissions. ZOI takes no responsibility and assumes no liability for any submissions posted by you or any third-party.

10. PERSONAL INFORMATION

Your submission of personal information through ZOI is governed by European Law.

11. ERRORS, INACCURACIES, AND OMISSIONS

Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies, or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times, and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).‍

12. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY

ZOI does not guarantee, represent, or warrant that your use of our service will be uninterrupted, timely, secure, or error-free.

ZOI does not warrant that the results that may be obtained from the use of the service will be accurate or reliable due to the erroneous submission of other users.

You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.

You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and services delivered to you through the service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties, or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.

In no case shall ZOI, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility. Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.

13. INDEMNIFICATION

You agree to indemnify, defend and hold harmless ZOI and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns, and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of this Agreement.

14. SUSPENSION AND TERMINATION

ZOI may from time to time – with or without prior notice – temporarily suspend the operation of the Service (in whole or in part) for repair or maintenance work or in order to update or upgrade any contents, features, or functionality.

We reserve the right to suspend or terminate any Service at any time, with or without prior notice, if we need to do so for security, legal, or reasons.

ZOI may, with or without prior notice, suspend or terminate the Service and/or your use of the Service in the event that you:

–   Are in breach of this Agreement;

–   Fail to pay any correctly billed charges when due; or

–   Become insolvent, bankrupt or are subject to any event or proceedings which are equivalent to insolvency or bankruptcy under any applicable jurisdiction.

The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this Agreement for all purposes.

These Terms of Service are effective unless and until terminated by either you or us.

You may terminate this Agreement at any time by notifying us with 14 days' notice that you no longer wish to use our Services.

Upon termination for whatever cause:

–   We will anonymize data received in case of termination of subscription unless otherwise requested. Data will not be deleted.

–   All rights granted to you under this Agreement will cease by the expiration of the notice period.

–   By the expiration of the notice period, you must immediately discontinue all further use of the Service.

–   You must promptly pay ZOI all outstanding amounts you owe us.

You have the sole responsibility of disconnecting the access to API.

15. MISCELLANEOUS

By entering into this Agreement, you acknowledge understanding that content (not including credit card information, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.

The headings used in this agreement are included for convenience only and will not limit or otherwise affect the understanding of this Agreement.

You may not transfer or assign any or all of your rights or obligations under this Agreement to any third party.

All notices are given by you, including termination notices, must be in writing to the e-mail address hello@zoi.agency.

If any provision in this Agreement is found to be unenforceable, all other provisions shall remain unaffected.

In the event that any provision of this Agreement is determined to be unlawful, void, or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from this Agreement, such determination shall not affect the validity and enforceability of any other remaining provisions.

The failure of us to exercise or enforce any of our rights or provision of this Agreement shall not constitute a waiver of such right or provision.

This Agreement and any policies or operating rules posted by us on the dashboard or in respect to the Service constitutes the entire agreement and understanding between you and ZOI and govern your use of the Service, superseding any prior or contemporaneous agreements, communications, and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).

Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.

16. GOVERNING LAW AND VENUE

This Agreement and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of Denmark, exclusive of its choice of law rules.

Each party irrevocably agrees that the City Court of Copenhagen, Denmark shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

17. CONTACT INFORMATION

Questions about the Terms of Service should be sent to us at hello@zoi.agency.

Have a question about our Terms? Get in touch