These Terms of Use are an agreement between you, the User, which may be any legal entity, and Zapaday regarding your use of content and services from Zapaday.com, Zapaday B.V. and any of its related websites and applications, to be called ‘Zapaday’ or the ‘Service’. By using the Service or content you are bound to these terms.

Service

Zapaday offers services to help you and your team know future events, anticipate and plan ahead. To this end, Zapaday offers free and premium calendars of upcoming news and events; a platform for monitoring, collaborative planning, sharing and publishing calendars; premium services to analyse, research, enrich and publish calendar content; and support services to help you use the service.

Events and calendars

Zapaday offers future news and events compiled by Zapaday and its partners and encourages you to add and edit future news and events. As an editor you act in accordance with our guidelines, as published on our site.

You may create an unlimited number of events and calendars, within the limits of Acceptable Use. You may share your events and calendars with other users. You calendars may include your own events and events that you find on the calendars you subscribe to or were given access to by another user.

You may add your events to public or premium Zapaday calendars. The editors of these calendars preserve the right to approve or disapprove the admission of the event to their calendars.

You may edit all public events, your own events and events for which you were given the right to edit. Zapaday preserves to right to approve or disapprove your edits to public events. Co-editors of events may undo the edits you make.

Visibility of events and sharing settings
Every event and calendar has individual sharing settings, that determine who can view or edit the event or calendar. You are responsible for setting the correct sharing settings for events and calendars that you create or edit. You can change the sharing settings for all events and calendars of which you are an editor.

All new events and calendars you create are invisible to the public by default. In your preferences you can change your default sharing settings for the events and calendars you create.

Only when you add an event to a publicly visible calendar, the general information of the event, including title and description, will become publicly visible. Any notes or personal calendars you add to an event will remain private, unless you choose to make them public.

Calendar Dashboards

Users can work together on Calendar Dashboards to monitor, organize, enrich, annotate, share and publish content and to create a workflow.

  • You can choose the name and content of your dashboard, invite other users to become member of your dashboard; you can assign members to become admin of your dashboard.
  • You can add your own calendars and Premium Calendars to your dashboard.
  • Every subscription includes the right to create a maximum number of dashboards with a maximum number of members (users with access to a Dashboard), depending on the chosen Account Plan, e.g. 2 dashboards with a total of 5 team members.
  • You can add members outside of your Account Plan at a monthly charge.

Premium Calendars

Premium Calendars include future news events and business events. Premium Calendars are curated by Zapaday and by other Content Partners who syndicate their content through Zapaday.

  • Premium Calendars have a monthly subscription fee in euros or dollars. Calendars may be bundled into Calendar Bundles. Typical prices for Premium Calendars or Calendar Bundles are 0, 2, 5, 10, 20, 40, 50, 100, 150, 200, 300, 400 or 500 Euros per month.
  • Whenever these terms refer to euros, a comparable price in US dollars may be applicable, depending on your preference.
  • Premium Calendars can be free, with a price of 0.
  • The price is set by the Content Partner, which can be Zapaday or a third party; the price never or rarely changes. Zapaday has the right to approve or disapprove calendar content and pricing. In case a price does change, subscribers are warned at least one month in advance.
  • A calendar can have sub-calendars. The price of a calendar always equals the sum of the prices of the sub-calendars.
  • A user can add the content of a Premium Calendar to multiple Calendar Dashboards within his/her account and make the content accessible to multiple users with access to those dashboards at no extra charge, unless the user acts as a Reseller.

Account Plans

Users can subscribe to an Account Plan that includes a number of Calendar Dashboards and members, features, Premium Calendars, additional services and a base monthly budget.

Account Plans include the free Basic Account and the paid Pro Account, Team Account and Business Account.

All Account Plans include:

  • the right to create a maximum number of Calendar Dashboards and give access to a maximum number of users/members;
  • a subscription to a set of Premium Calendars;
  • a base monthly budget that can be used to subscribe to Premium Calendars or add extra Users to the account; this monthly budget cannot be saved and become void when not used during a month.

Business Accounts may include additional features, rights or services, including:

  • the possibility to create a branded version of Zapaday, including customized logo, colours, service naming, login-screens, domain name and custom user fields;
  • set-up services;
  • premium support services;
  • additional guarantees for security and monitoring of security.
  • the right to resell Zapaday services and the access to dashboards or Premium Calendars to third parties;

The free Basic Account may include a limit to the number of days you can look ahead on calendars and in search.

We may modify the Account Plans subscription service from time to time, including by adding or deleting features and functions, in an effort to improve your experience. But we will not make changes to the subscription service that materially reduce the functionality of the subscription service provided to you during the subscription term. We might provide some or all elements of the subscription service or consulting services through third party service providers.

Service fees

When you subscribe to a paid Account Plan you agree to pay recurring fees for your chosen Account Plan, subscriptions to Premium Calendars, extra Users and optional agreed additional services.

When you choose a paid Account Plan, you subscribe per month or per year. Your subscription term starts when you first start using a paid plan and recurs every month or year. During the subscription term, we will provide you access to use the subscription service as described in these terms.

Plans are paid in advance monthly or annually. When paying annually, users get two months free, i.e. a 16.6% discount.

Your subscription fee will remain fixed during the subscription term unless you change your plan, subscribe to extra Premium Calendars, add extra users or agree on extra services, in which case you will be charged pro rata for the additional fees for the remainder of the subscription term.

If you are paying via a third party payment provider (e.g. PayPal), we will charge you via that payment provider at the beginning of the initial subscription term, at the beginning of each subsequent billing period and when you change your plan or agreed services. Additional terms of the payment provider may apply.

If you are paying on invoice, we will invoice you at the beginning of the initial subscription term and at the beginning of each subsequent billing period. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified.

All payment obligations are non-cancellable and all amounts paid are non-refundable, except as specifically provided for in these terms or as otherwise agreed in writing. All fees are due and payable in advance throughout the subscription term.

All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the service. You shall have no liability for any taxes based upon our gross revenues or net income. If you are located in the European Union, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you will provide us with the VAT registration number under which you are registered in your member state.

Resellers

Users with a Business Account can agree with Zapaday to become Reseller of Zapaday services and content. Resellers can offer their customers a white label version of Zapaday and earn a 30% revenue share.

  • A user can only resell Zapaday services when agreed in writing between the user and Zapaday that the user is a Reseller.
  • Resellers can choose a name for their service; Zapaday reserves the right to disapprove a name for a service offering that includes Zapaday services.
  • The Reseller may create white label Calendar Dashboards for its customers, including Zapaday premium calendars, content that is curated by the Reseller and additional members to access the dashboard. The subscription fee of subscribed Premium Calendars will be multiplied by the number of customer Calendar Dashboards on which the calendar is made available, e.g. when the Reseller publishes a Premium Calendar with a subscription fee of 20 euros per month to 5 customer’s Calendar Dashboards, Zapaday will charge the Reseller a fee of 100 euros per month.
  • The Reseller can add users to Calendars Dashboards as members; Zapaday will charge the Resellers for these members at a standard fee per user per month.
  • The Reseller is free to set a fee for content, per dashboard, per user and for any additional services. Resellers may not offer Zapaday services or Zapaday content at a price that is effectively lower than offered by Zapaday.
  • Resellers will earn 30% of the revenue of premium calendars sold on their white label platform. Zapaday bills Resellers for the subscription fees of the Business Account and additional Premium Calendars or users at an agreed price. The Reseller will bill its own customers.
  • Zapaday will provide the Reseller with a clear overview of total subscription fees, fees per Calendar Dashboard and the 30% revenue share for content sales; the Reseller will invoice Zapaday for the 30% revenue share.

Calendar syndication

Content Partners can publish calendars and event information through the Zapaday platform as Syndicated Calendars, to Zapaday subscribers and Resellers. Content Partners get a 50% share of sales revenues. When a Content Partner sells a Syndicated Calendar on its own Reseller version of Zapaday or via referral, he will get an additional 30% share of sales revenue.

  • The Content Partner and Zapaday enter a separate agreement for Calendar Syndication.
  • The revenues of syndicated calendar subscriptions and additional users are shared among partners as follows:
    • Content Partner 50%
    • Seller/Reseller 30%
    • Zapaday platform 20%
  • The Sales revenue share (30%) can be earned:
    • by Content Partners, when they promote the calendar on their website, as referral partners; or when they sell the calendar on their own white label Zapaday platform.
    • by Resellers, when sale takes place on their white label Zapaday platform;
    • by Zapaday, when sales takes place on the public Zapaday website.
  • In case Zapaday, a Content Partner or a Reseller agree to offer any discounts, the discounts are applied evenly to revenue share categories: e.g. when a user gets a 10% discount on a 100 euro Syndicated Calendar, the revenue shares are €45, €27 and €18 respectively.
  • When a user with a non-premium non-paid account subscribes to a Premium Calendar using his/her base monthly budget, no revenues are shared.
  • Zapaday will always quote the source site and the individual agenda items on the source site.
  • The copyright of the items and database of the undersigned will be retained by the Content Partner at all times.
  • The Content Partner may cease sharing the agenda at any time, with a notice period of one month.
  • On request of the Content Partner, Zapaday will ensure that content is automatically gathered and updated based on a source managed by the Content Partner.
  • Zapaday will inform the Content Partner within one week if users subscribe to the Syndicated Calendar of the Content Partner.
  • Sales of Syndicated Calendars will be settled via invoice with a payment term of one month.

Acceptable use

Zapaday expects all of its users to be respectful of other people. If you notice any violation of this Acceptable Use policy or other unacceptable behaviour by any user, you should report such activity to Zapaday at abuse@zapaday.com.

You are solely responsible for the content that you post on the Service or transmit to other users and agree that you will not hold Zapaday responsible or liable for any content from other users that you access on the Service.

Categories of prohibited content below are merely examples and are not intended to be exhaustive. Zapaday will make the sole determination as to whether or not content is acceptable for the Service. Without limitation, you are agreeing that you will not post or transmit to other users anything that contains content that:

  • is defamatory, abusive, obscene, profane or offensive;
  • infringes or violates another party’s intellectual property rights (such as music, videos, photos or other materials for which you do not have written authority from the owner of such materials to post on the Service);
  • violates any party’s right of publicity or right of privacy;
  • is threatening, harassing or that promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
  • promotes or encourages violence;
  • is intentionally inaccurate, false or misleading in any way;
  • is illegal or promotes any illegal activities;
  • contains personal information of any party such as private phone numbers, addresses, license plate numbers, et cetera;
  • contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; or
  • contains any “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation.

Zapaday is under no obligation to screen or monitor content, but may review content from time to time at its sole discretion to review compliance with these Terms of Use. Zapaday will make all determinations as to what content is appropriate in its sole discretion. We may include, edit or remove any content at any time without notice.

You understand that when using the Service, you will be exposed to content from a variety of sources, and that Zapaday is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such content. You further understand and acknowledge that you may be exposed to content that is inaccurate, offensive, indecent, or objectionable. If you do so object, you should not use the Service.

You may not use spiders, robots, data mining techniques or other automated devices or programs to catalogue, download or otherwise reproduce, store or distribute content available on the Service. Further, you may not use any such automated means to manipulate the Service or attempt to exceed the limited authorization and access granted to you under these Terms of Use. You may not resell use of, or access to, the Service to any third party without the prior written consent of Zapaday.

In case you are uncertain whether or not your use is permissible, please contact Zapaday via support@zapaday.com.

Access, Suspension and Termination

When you use more services than you pay for, Zapaday may limit access to your account and to premium content and services.

We may Suspend or Terminate your access to our Services, including your account, at any time for any reason without notice and without liability. As an example, we may Suspend or Terminate your account if we suspect you or someone using your account has violated these terms or any other terms, guidelines or policies associated with our services. Any suspension or termination of your account for these reasons applies to you personally; you may not access our services through any other account that you own or create or through accounts owned or created by others. We also reserve the right to Terminate or Suspend user accounts that are inactive for an extended period of time. All provisions of these terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

If there is an Emergency Security Issue, then Zapaday may automatically Suspend the offending use. Suspension will be to the minimum extent and of the minimum duration required to prevent or Terminate the Emergency Security Issue. If Zapaday Suspends a User Account for any reason without prior notice to User, at User’s request, Zapaday will provide User the reason for the Suspension as soon as is reasonably possible.

Confidential Information

Zapaday and the user will protect the other party’s Confidential Information with the same standard of care it uses to protect its own Confidential Information and not disclose the Confidential Information, except to Affiliates, employees and agents who need to know it and who have agreed in writing to keep it confidential.

Confidential Information includes the content of non-public User Calendars and User Events, account information of the User including e-mail address and passwords, Premium Calendars that are marked as confidential and other information exchanged between parties. Confidential Information does not include information that the recipient of the Confidential Information already knew, becomes public through no fault of the recipient, was independently developed by the recipient, or was rightfully given to the recipient by another party.

Each party (and any Affiliates’ employees and agents to whom it has disclosed Confidential Information) may use Confidential Information only to exercise rights and fulfil its obligations under this Agreement, while using reasonable care to protect it. Each party is responsible for any actions of its Affiliates’ employees and agents in violation of this Section.

Information Security

We work hard to protect Zapaday and our users from unauthorized access to or unauthorized alteration, disclosure or destruction of information we hold. In particular:

  • We encrypt many of our services using SSL.
  • We review our information collection, storage and processing practices, including physical security measures, to guard against unauthorized access to systems.
  • We restrict access to personal information to Zapaday employees, contractors and agents who need to know that information in order to process it for us, and who are subject to strict contractual confidentiality obligations and may be disciplined or terminated if they fail to meet these obligations.

Support

We take great care to support our users.

The parties agree that all support provided by Zapaday to User pursuant to these Terms will be provided in the English language.

Zapaday will provide the support services described in these Guidelines during the term of the Agreement and will have no obligation to provide any support services to User after the expiration or termination of such Agreement.

Support requests
Prior to making a request to Zapaday, you will use reasonable efforts to fix any error, bug, malfunction or network connectivity defect without escalation to Zapaday. Thereafter, you may submit a written request for technical support through the online help center or support portal as provided by Zapaday, or by phone.

Users designate priority upon submission of Requests. Upon receiving a request from the User, Zapaday will determine whether the request is a “Service Unusable,” “Standard Request” or a “Feature Request” (as defined below). Any such determination made by Zapaday is final and binding on User. Zapaday reserves the right to change User’s Priority designation if Zapaday believes that User’s designation is incorrect and will inform User of any such change in its response to the support Request. User may appeal any such reclassification to Zapaday’s Support management for review through any available support channel.

When making a Request, User will provide requested diagnostic information including but not limited to: describing the problem, the configuration, and User’s network, providing relevant data and communicating further via email or telephone to answer questions and assist Zapaday Support Personnel as appropriate.

Zapaday may respond to a Request by acknowledging receipt of the Request. User acknowledges and understands that Zapaday may be unable to provide answers to, or resolve, all Requests.

If Zapaday deems a Request as a Feature Request, Zapaday will log such Request for consideration to add to a future update or release of the Services and will consider the matter closed. Zapaday is under no obligation to respond to or resolve any Feature Request or to include any such Feature Request in any future update or release.

Standard support
Zapaday will provide access to its help center on a 24/7 basis and to phone support during business hours of the location to which the Requests are assigned.

All Users will receive Standard Support which includes the following:

  • Automatic product upgrades of the Services.
  • Maintenance updates of the Services.
  • Online self help and training for End Users and Administrators designed to assist Users with implementation and use of the Services.
  • Access to support by web and e-mail.
  • Requests are responded to with a target initial response time of two business days, during business hours of the location to which the Requests are assigned. P1 Priority support Requests will be responded to with an initial target response time of 1 business day or less.

Premium Support Services (additional fees apply)
Premium Support includes improved target initial response times to support Requests, as well as access to the Zapaday Premium Support Team and Account Managers, to begin when User starts to use the Services in production.

For Premium Support, Zapaday agrees to use commercially reasonable efforts to respond to User requests based on the Priority of the Request as follows: P1 Priority support Requests are responded to with a target initial response time of 2 hours and are responded to 24 x 7. If contact is made for a P1 Priority support Request on a weekend or applicable holiday, a phone call is needed to trigger a return support response. P2 Priority support Requests are responded to with a target initial response time of 4 hours during business hours of the location to which the Requests are assigned. P3 and P4 Priority support Requests will be responded to with an initial target response time of 8 hours during business hours of the location to which the Requests are assigned.

Maintenance
To ensure optimal performance of the Services, Zapaday performs periodic Maintenance. In most cases, Maintenance will have limited or no negative impact on the availability and functionality of the Services. If Zapaday expects planned Maintenance to negatively affect the availability or functionality of the Services, Zapaday will use commercially reasonable efforts to provide at least seven days advance notice of the Maintenance. In addition, Zapaday may perform emergency unscheduled Maintenance at any time. If Zapaday expects such emergency unscheduled Maintenance to negatively affect the availability or functionality of the Services, Zapaday will use commercially reasonable efforts to provide advance notice of such Maintenance. Maintenance notices noted above will be provided via the Apps Status Dashboard, Admin Console and/or Support Portal. In addition, Users who subscribe may also be able to receive email and/or RSS Feed notifications of Maintenance.

E-mail updates

When you accept these Terms of Use you agree (opt-in) that Zapaday can send you updates by e-mail or other messaging services regarding its services, until you change your preferences in your preferences.

You may also receive other tracking, diary, status and reminder e-mails from Zapaday based on your settings.

Of course you can change your settings to receive no e-mails or alerts from Zapaday at all.

Copyrights and database rights

Republishing of premium calendars beyond customer dashboards is only permitted with prior written permission of Zapaday or the Content Partner and while crediting Zapaday and/or the Content Partner as source.

Content Partners can include events from other (Zapaday) calendars on their premium calendars. Content Partners cannot copy integral parts of other (Zapaday) calendars on their premium calendars.

Limited liability

Individual Users, business Users, publishers, webmasters, website owners and any persons who use data or services provided by Zapaday acknowledge that in normal software, software-as-a-service, information technology, journalistic and publishing industry practice, errors occasionally occur.

Zapaday makes no warranty of any kind as to the availability and functioning of our services.

Zapaday nor Content Partners make any warranties of any kind as to the sequence, completeness, accuracy and/or reliability of our contents on Zapaday websites or in data feeds. In addition, Zapaday shall not warrant and represent that our content and data will be of merchantability and fitness for a particular purpose, non-infringement, satisfactory quality, uninterrupted or error free, free of bugs, or that all defects will be corrected; or that the service will meet your needs.

These limitations of liability apply to the fullest extent permitted by applicable law but do not apply to breaches of confidentiality obligations, violations of a party’s Intellectual Property Rights by the other party, or indemnification obligations.

Changes to these Terms of Use

Zapaday shall have the right to modify these terms. Zapaday will always publish the latest version of these Terms of Use on its website www.zapaday.com and inform all subscribers about any changes to these Terms.

25 September 2014


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