Last updated: 2nd May 2023
PERSONS UNDER THE AGE OF 13 ARE NOT PERMITTED TO USE THE SERVICES EXCEPT WITH THE PRIOR WRITTEN CONSENT OF THEIR PARENT OR SCHOOL. IF YOU ARE UNDER 18 YEARS OF AGE AND REGISTERING TO USE THE SERVICES WE RECOMMEND THAT YOU READ THIS DOCUMENT TOGETHER WITH YOUR PARENT OR TEACHER.
1. Nature of the Services
Zapvision is a set of proprietary tools and services designed to deliver accessible QR solutions for the blind and partially sighted community who wish to interact with product packaging and product information. It can be utilised via the Zapvision mobile application or a third party application that contains the Zapvision SDK. As at the date of these TOU, our native mobile applications operate on iOS.
Further information about Zapvision can be found on our documents site: https://docs.zap.works/
2. What means what?
In these TOU certain words with a Capital letter have a particular meaning. These are listed below:
“Accessible QR Code” or “AQR” means the v2 QR Code with short url and (patent pending) D3 surround, delivered as a SVG along with Print Guidelines, including any developments or improvements of the same;
“Agreement” means the legal contract between Zappar and the Subscriber for the provision of the Services which shall incorporate and be subject to these TOU.
“AQR Fees” means those fees for individual or bundles of Accessible QR Codes on our standard rates and standard discounts, as in force from time to time.
“Authorised User” means an employee or contractor of the Subscriber who is for the time being authorised by the Subscriber to access and use the Services via a Login.
“Business User” means a commercial organisation which has or is in the process of creating an account for the Services.
“Login” means a single login permitting one individual to access the Zapvision CMS using a Zapvision Account. Logins may have different access rights attached to them.
“QR Code” means a machine-readable code consisting of an array of black and white squares, typically used for storing URLs or other information for reading by the camera on a smartphone.
“Permitted Purpose” means any lawful commercial, trade or professional use within any user guidelines published by us.
“Parent” includes a parent or legal guardian.
“Print Guidelines” means the print guidelines published, which may be updated from time to time.
“School” includes schools, school districts and other educational institutions.
“Services” means our Zapvision CMS service, and technology and the provision of Accessible QR Codes, together with related products, databases, features, functionality, plug-ins, software, SDKs, templates, tools, documentation and web pages including any modifications or updates thereto.
“Subscriber” means the individual, business or organisation in whose name a workspace is registered by Zappar. Where a workspace is created using a business or organisation email (e.g. joebloggs@ABCLimited.com) the Subscriber is the business or organisation you represent. If it is not clear who the intended Subscriber is the final determination will be made by Zappar in its sole and absolute discretion and the name of the Subscriber entered in Zappar’s records will be conclusive.
“User” means the Subscriber, or any individual who uses the Services via a Login regardless of whether or not they are the Subscriber.
“User Data” means any and all content, information or data that a User creates, enters, imports, links, uploads and/or publishes, distributes, or transmits via or in connection with the Services.
“Virus” means any thing or device (including any software, code, file or programme) which may: (a) prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; (b) prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by rearranging, altering or erasing the programme or data in whole or part or otherwise); or (c) adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
“you” means you, the person using the Services, or registering as a Subscriber.
“your codes” means the AQRs that you (or your Authorised Users) have generated with your Zapvision Account.
“Zappar” or “we” means Zappar Limited a private limited company registered in Scotland with company number SC394617.
“Zapvision Account” means the account (also known as a workspace) registered with Zappar by which the Subscriber and (where applicable) their Authorised Users access the Services and specifically the Zapvision CMS.
“Zapvision CMS” means the online workspace for management, creation and publishing of Accessible QR Codes.
“Zapvision Project” means the structured data linked to an Accessible QR Code contained in the Zapvision CMS.
“Zappar Technology” means Zappar's proprietary technology on which the Services are based.
“Zapvision Website” means our website for the Services located at: https://zappar.com/zapvision
In these TOU:
The words “includes” and “including” are not limited in any way and mean “includes or including without limitation”.
The word “person” includes individuals, companies, corporations, partnerships, limited liability partnerships, co-operatives, associations and other natural and legal persons.
The section and paragraph headings are for convenience only and shall not affect their interpretation. Unless stated otherwise, references to a Section is to a section of these TOU.
Where a conflict, ambiguity or difference exists in the interpretation, wording or meaning of a provision or term in any of our published policy documents, or in any written communication to you, the provision or term contained in the most recent policy document or communication shall apply.
These TOU were originally written in the English language (UK). To the extent any translated version of these TOU conflicts with the English version, the English version controls.
3. Acceptance of terms
4. Changes to these terms
We may, at our sole and absolute discretion, revise, modify or replace these TOU by updating the posting on the Zapvision Website at any time with or without notice to you. You should visit the Zapvision Website from time to time to review the current version of the TOU because they are legally binding upon you. If you do not wish to accept the new TOU you should not continue to use the Services. If you continue to use the Services after the date on which any changes come into effect, your use of the Services indicates your agreement to be legally bound by the new TOU.
5. Opening an account with us
5.1 Who is allowed to use the Services?
You are only allowed to use the Services if you meet the following criteria and represent and warrant that you: (a) are a Business User; (b) are not currently restricted or prohibited from using the Services; (c) will comply with these TOU at all times; and (d) agree to provide at your cost all equipment, resources, software and internet access necessary to use the Services.
The individual opening a Zapvision Account on behalf of a Business User represents and warrants that: (a) he/she has full power and authority to enter into and accept these TOU on behalf of the Business User; (b) the Business User is a legal entity capable of entering into contractual relations; and (c) using the Services will not violate any other agreement to which the Business User is a party.
If you do not meet all eligibility requirements outlined in these TOU, or cease to meet them, you are not allowed to use the Services. Zappar also reserves the right, at our sole and absolute discretion, to refuse to accept any request to open a Zapvision Account or create a login for the Services.
To use the Services each User will need to register with us by creating a Zapvision Account, or log-in credentials. You must ensure that the details provided by you on registration or at any time are correct and complete. You must inform us immediately of any changes to the information that you provided when registering by updating your personal details; so that we can communicate with you effectively. If you provide any information that is untrue, inaccurate, not current or incomplete, or if we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we may suspend or terminate your Zapvision Account and/or your right to use the Services with or without notice to you.
5.3 Password and security
The Subscriber is solely responsible for the activity that occurs on their Zapvision Account and for keeping their account secure. The Subscriber therefore agrees to: (a) keep (and procure that their Authorised Users keep) their password and other login credentials secure and confidential; (b) not permit others to use their Zapvision Account unless they are an Authorised User; (c) be responsible for all activity under their Zapvision Account; (d) refrain from selling, trading or otherwise transferring their Zapvision Account or Logins to another party except as permitted by the Agreement; and (e) refrain from charging anyone for access to any portion of their Zapvision Account.
If you know or suspect that someone else knows your password or has gained unauthorised access to your Zapvision Account you should notify us immediately by contacting firstname.lastname@example.org. If Zappar has reason to believe that there is likely to be a breach of security or misuse of the Services, we may require you to change your user name and/or password or we may suspend your Zapvision Account or log-in credentials. ZAPPAR WILL NOT BE LIABLE FOR ANY LOSS THAT A USER INCURS AS RESULT OF ANY OTHER PERSON’S USE OF THEIR ZAPVISION ACCOUNT OR LOGIN CREDENTIALS, WHETHER AUTHORISED OR UNAUTHORISED.
Zappar reserves the right to remove and/or clear out inactive Zapvision Projects and inactive Zapvision Accounts as part of the general housekeeping procedures we periodically carry out to improve the efficiency and performance of the Services. This housekeeping may result in the temporary or permanent removal or deactivation of the inactive Zapvision Project or Zapvision Account, and erasure or disabling of all content and data connected or related to it, including User Data. For these purposes each of the following are considered to be inactive: (a) Zapvision Projects that have not been engaged with by the Account Holder’s customers or other end users for more than 12 months; (b) Zapvision Accounts that have had no activity on them for 12 months or more, AND no payment has been received during that period, AND no scans have been recorded against any Zapvision Project associated with that Zapvision Account during that period; and (c) workspaces that have no active Logins.
6. Right to use the Services
6.1 Terms of access
Subject to compliance with these TOU, and any directions or guidelines published by us from time to time, Zappar grants the User a personal, worldwide, non-exclusive, non-transferable and limited right unless and until terminated under Section 15 (“Ending the Agreement”) to do the following solely via your Zapvision Account or Login (as the case may be) and for the Permitted Purpose: (a) access and use the Services for the development, publication and distribution of your User Data; and (b) use any instructional material of Zappar expressly authorised by Zappar for use with your Zapvision Project.
FREE TRIAL USE. The Zapvision free trial offers users fourteen (14) days to evaluate whether our Services are right for your business. You must not use the Zapvision free trial for public facing projects, instead you must switch to a paid subscription if you wish to do so. Once your trial is over, then unless you pay for a subscription, all your Zapvision Projects will be unpublished and your Accessible QR Codes will no longer show content when scanned. We recommend that you upgrade to a paid subscription before your trial is over to ensure that this does not happen.
6.2 Zapvision SDK
If we allow you to evaluate our Zapvision SDK you are permitted to do so under licence solely within a single mobile application (iOS and Android) for internal and non-commercial testing and evaluation of the component’s functionality and suitability for your purposes.
The User must not at any time (directly or indirectly) do any of the following: (a) use the Services for any activity or purpose which is illegal, immoral or improper whether in the United Kingdom or elsewhere in the world; (b) modify, adapt, translate or create derivative works based on the Services, the Zappar Technology or Accessible QR Codes; (c) reverse engineer, decipher, decompile, disassemble, or attempt to derive any source code for, or any other trade secrets embedded in, the Services, the Zappar Technology or Accessible QR Codes; (d) copy (in whole or in part) the Services or the Zappar Technology; (e) charge any person for access to or use of the Services; (f) frame, rent, lease, loan, distribute, resell, sublicense or transfer the Services; or (g) access all or any part of the Services in order to build a product or service which competes with the Services. For clarity, these restrictions do not prohibit Business Users from using the Services and their Zapvision Projects in connection with the development, creation, marketing, distribution and sale of their own products and services subject to compliance with these TOU and our Fair Use Policy (see Section 13 below).
The User must not use in any manner an AQR belonging to another User without their express consent and the User must not use AQRs within any media or on any materials (whether physical or digital) which do not belong to them unless authorised to do so by the owner.
Business Users must not represent Zappar as having approved or endorsed any products or services, or use Zappar’s name or logos on or in connection with any products or services without Zappar’s prior written consent.
6.4 Proprietary notices
The User must not remove, alter or obscure any copyright, trademark or other proprietary rights notice contained in the Services.
6.5 Reservation of rights
Zappar retains all right, title and interest in and to the Services, including the Accessible QR Codes, the Zappar Technology and all related data and intellectual property rights, except for those limited rights to use the Services given in this Section 6. Any content (including software) we provide to you as part of the Services is licensed under these TOU for your use during the term of the Agreement, and not sold to you.
7. Fees, payment and refunds
You must pay all fees applicable to your use of the Services in accordance with your pricing plan or Agreement. In addition, AQR Fees will be charged for Accessible QR Codes over and above the number (if any) included with your subscription. You must pay our fees by the date and in the manner described in the invoice, billing agreement or as otherwise notified to you. All sums charged for using the Services are exclusive of taxes, levies or duties (e.g. VAT or other sales taxes) imposed by taxation authorities, and you shall be responsible for payment thereof in addition. Fees are payable in the currency reflected in the relevant invoice or billing agreement.
Any fees not paid in full as and when due shall incur interest which shall accrue on such unpaid amounts at an annual rate of 6% commencing on the due date and continuing until fully paid, whether before or after any judgement. We may also suspend your Zapvision Account and right to use the Services until such time as all overdue payments have been brought up to date.
Zappar reserves the right to change the payment terms and pricing for the Services at our sole and absolute discretion by giving notice to you. The amended pricing and/or payment terms will (unless stated otherwise) be effective from the date of that notice and will apply to any fees incurred by you following the effective date of that price change.
All payments made on the Zapvision Website are processed on our behalf by third party payment providers. You accept that Zappar is not responsible for these third party payment providers and their operation or availability. By agreeing to these TOU, you authorise Zappar or our nominated payment provider to make any reasonable and necessary enquiries to validate your Zapvision Account and financial information.
Zappar reserves the right to monitor your use of the Services (including the number of persons using your Logins, the number of scans generated by your Zapvision Projects, and the content associated with your Zapvision Account) for the purposes of ensuring that you are using the Services in compliance with the Agreement and you are paying the correct fees for your use of the Services. If our monitoring reveals a discrepancy between the fees you have paid for the Services and the fees actually due then you will pay the difference to Zappar within five (5) days of request.
Zappar operates a “NO RETURNS” policy across all our subscriptions and all fees charged for the use of the Services (including any VAT and other taxes charged on the fees) are NON-REFUNDABLE except as required by applicable law.
8. Warranties and indemnification
8.1 Warranties and indemnification by the User
You represent, warrant and undertake that:
- any Zapvision Account created by or on your behalf is for your own business use and the account has not been created with the intention to impersonate, falsely represent or create a false association with another person;
- your use of the Services will be in strict accordance with these TOU and with all applicable laws and regulations including any local laws or regulations in your country, state, city or other governmental area regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of personal data outside the United Kingdom, the European Economic Area (EEA) or the country in which you reside;
- you will comply with the rules and regulations of your mobile device service providers, internet service providers and other third party service providers;
- you will comply with the prudent practices, methods, specifications and standards of safety and performance commonly used in operations similar to those of your business or profession, including any advertising standards, professional standards or codes of practice;
- all information provided by you to Zappar is and will remain throughout your use of the Services true, accurate and complete. You will promptly notify Zappar of any material change in that information; and
- any use of Accessible QR Codes shall be in accordance with the Print Guidelines. Zappar takes no responsibility for any loss arising from the failure to adhere to the Print Guidelines.
INDEMNIFICATION BY THE USER. You acknowledge that any breach of these TOU may cause Zappar damage or loss and you agree to indemnify and hold harmless Zappar and its employees, directors, officers and shareholders (collectively, the “Zappar Indemnified Parties”) against any and all liabilities, claims, actions, proceedings, losses, damages, expenses and costs (including court costs and legal fees) whether direct, indirect or consequential and including any economic loss or other loss of profits, business or goodwill which Zappar or any of the Zappar Indemnified Parties may suffer or incur as a result of any of the following matters: (a) your use of the Services, including Accessible QR Codes; (b) your User Data; and (c) any breach by you or anyone acting on your behalf of these TOU.
8.2 Warranties by Zappar
Zappar warrants to the Subscriber that (a) we will perform the Services with reasonable care and skill and (where applicable) within a reasonable time; and (b) the Services will conform substantially to the technical documentation published at https://docs.zap.vision/ We make no promise that the Services will meet your requirements; nor do we guarantee the level of activity that your Zapvision Projects will generate, such as the number of scans you will get. We do not guarantee that the Services will be fault-free or offer constant, uninterrupted access. If a fault occurs with the Services you should report it to email@example.com and we will attempt to correct the fault as soon as we reasonably can.
8.3 Warranty of non-infringement
Zappar warrants to the Subscriber that Zappar’s technology used to provide the Services to the Subscriber will not infringe or misappropriate any copyright, trade secret, patent (except for patents registered in the United States of America or Canada), or trademark right of a third party. In no event will Zappar have any obligations or liability under this section arising from: (a) use of the Services in a modified form or in combination with materials not furnished by Zappar; and (b) any content, information or data provided by Subscriber, its Authorised Users or a third party.
9. User Data: general rules
Strict compliance with the following provisions of Sections 9, 10 and 11 are a condition of the Agreement.
Users acknowledge that the Services are designed to be accessible via the Internet and Zappar does not guarantee any confidentiality or privacy with respect to User Data following its publication. Any User Data that you publish may potentially become visible to anyone who scans the associated AQR. Furthermore, due to the nature of the Internet and search engines in particular, User Data may remain on devices or websites not operated or controlled by Zappar even after such User Data has been removed or deleted from our systems. You acknowledge and agree that any User Data published to the Services may become openly available across the Internet.
You acknowledge and agree that you and not Zappar are solely responsible for all User Data that you make available through the Services, including the content that is uploaded in relation to product information accessed via Accessible QR Codes. You are solely responsible for the accuracy and integrity of the product information and for ensuring that it is presented in a manner suitable for blind and partially sighted people.
User Data will not be vetted or edited in advance by Zappar and Zappar exercises no editorial control over User Data. Notwithstanding this, Zappar reserves the right at our sole and absolute discretion (but shall have no obligation) to refuse, suspend access to or remove any User Data available through the Services at any time. We do not need a reason to exercise this right (or to give you prior notice), but we would normally only refuse, suspend access to or remove content if: (a) we deem it to be unlawful or in breach of these TOU; or (b) we receive a complaint about your User Data; or (c) we receive a Court Order requiring its removal from our systems; or (d) the content violates our terms of service with our server provider. User Data that has been removed may continue to be stored by us in order to comply with legal obligations. For details on how we handle complaints about User Data please click on the following link: zap.works/unlawful-content-policy/
While Zappar makes reasonable efforts to ensure that AQRs correctly point to the User Data that Users have assigned to them, you acknowledge that it is your sole responsibility to test and check the correct functionality of all AQRs before putting them into use. ZAPPAR ACCEPTS NO LIABILITY WHATSOEVER FOR ANY LOSSES INCURRED AS A CONSEQUENCE OF ANY INCORRECTLY CONFIGURED AQRS.
10. User Data: ownership
Subject to the provisions of this Section 10, you or your licensor retain ownership of any and all rights (including intellectual property rights) as you currently have under applicable law in your Zapvision Projects and User Data.
So that we can provide you with the Services and distribute your User Data through your chosen publication channels (e.g. custom app solution, Zapvision mobile application, third-party application featuring the Zapvision SDK) you grant Zappar and its group companies an irrevocable, worldwide, royalty-free and non-exclusive licence to store, reproduce, adapt and modify (e.g. for technical reasons to enable the content to work on our platform), translate, publish, display, perform, transmit, distribute and otherwise use your User Data and AQRs on or through the Services, solely for the purposes of enabling Zappar and its group companies to operate, maintain, make available and distribute the Services in accordance with the Agreement and/or your instructions inputted via the Zapvision CMS, including (as applicable) enabling our content delivery platform to (a) put together the final published version of your User Data and (b) provide individuals who scan your codes with access to your User Data. Your licence includes a right for Zappar or its group companies to make your User Data available and sub-licence its use to our service providers used in connection with the Services (e.g. Amazon Web Services) to the extent necessary to provide you with the Services. The licence granted to Zappar will continue throughout your use of the Services and until an item of User Data has been removed from our systems. This is a licence only – your ownership of your User Data is not affected. You represent and warrant to Zappar that you have (and will continue to have during your use of the Services) all necessary rights, permissions, power and authority to grant the licences contained in this section.
11. User Data: prohibited content
You must not during the course of your use of the Services (and shall ensure that end users of your Zapvision Projects do not) create, enter, import, upload, store, link to, share, publish, make available to the public, distribute or transmit any content, information or data that:
- is or contains a Virus;
- is unlawful, harmful, offensive, abusive, threatening, defamatory, libellous, vulgar, obscene, infringing, menacing, harassing or racially or ethnically offensive or otherwise objectionable or otherwise breaching any laws;
- facilitates or encourages conduct that constitutes a criminal offence, or otherwise breaches any applicable laws, regulations or code of practice;
- depicts indecent, pornographic or sexually explicit images;
- compromises the rights of, brings harm to, or in any way unfairly deals with children and minors;
- incites, promotes or encourages violent, exploitative, racist, discriminatory, socially unacceptable or irresponsible behaviour;
- is discriminatory based on age, race, gender, gender reassignment, colour, religious belief, sexual orientation, disability or any other protected characteristic of an individual;
- reveals any confidential or sensitive information unless you are authorised to make such disclosure;
- impersonates any living person, misrepresents your affiliation with a person, or contains forged or manipulated headers intended to disguise the origin of the content;
- violates the privacy rights of any living person or harvests or collects data about others without their knowledge and consent;
- is a breach of the copyright, patent, trademark, trade secret, database right or any other intellectual property right of any person unless you have the permission of the controller or owner of such right;
- streams, distributes, links to or accesses any material that you know, or ought reasonably to know, cannot be legally streamed, distributed, linked to or accessed;
- causes damage or injury to any person or property;
- interferes with the use or enjoyment of the Services by another person.
12. Privacy and data protection
In this Section 12 the expressions “Personal Data”, “Controller”, “Processor” and “process” or “processing” have the meaning given to them by Section 3 of the UK Data Protection Act 2018.
You should carefully read our Privacy Notice for Zapvision before deciding to become a User. The Privacy Notice describes what information, including Personal Data, we may collect from you in connection with the Services and how we use that information. Our Privacy Notice is available at https://www.zappar.com/
Except as expressly stated otherwise in our Privacy Notice, the User is responsible for any collection, storage, disclosure and use of, and access to, Personal Data of any person that relates to the User’s use of the Services including any Personal Data contained within the User’s User Data. In particular, it is understood that the Privacy Notice mentioned above does not apply to any Personal Data that the User collects from end users of their Zapvision Projects in their capacity as a Controller . The User must ensure that they inform their end users of what Personal Data the User collects from end users of their Zapvision Projects and how the User will use the Personal Data.
If Zappar processes any Personal Data on a User’s behalf when providing the Services, the parties record their intention that the User shall be the Controller and Zappar shall be acting solely as a Processor and, in any such case, the following general principles apply:
- the User acknowledges and agrees that the Personal Data may be transferred or stored outside the United Kingdom, EEA or the country where the User is located in order to carry out the Services and Zappar’s other obligations under the Agreement;
- the User shall ensure that the User is entitled to transfer the relevant Personal Data to Zappar so that Zappar may lawfully use, process and transfer the Personal Data in accordance with the Agreement on the User's behalf;
- the User shall ensure that the relevant third parties (including end users of the User’s Zapvision Projects) have been informed of, and (where legally required) have given their valid consent to, such use, processing, and transfer as required by all applicable data protection legislation;
- Zappar shall process the Personal Data only in accordance with the Agreement and any lawful instructions reasonably given by the User from time to time (which may include instructions issued through their Zapvision Account); and
- each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the Personal Data or its accidental loss, destruction or damage.
Where applicable, the Zapvision Data Processing Addendum shall apply to the processing of any Personal Data by Zappar on behalf of the User.
13. Fair Use Policy
13.1 General statement
A policy of fair and acceptable usage applies to the Services. This Fair Use Policy applies to everyone who uses the Services. As part of our Fair Use Policy you must not do any of the following:
- use the Services in any way which breaches Sections 9 to 12 (inclusive);
- use the Services in any way that disrupts or interferes with, or has the potential to disrupt or interfere with, the Services;
- use the Services (either individually or collectively with other Users) in any manner that is excessive, abnormal, or places a significant burden on our platform, website, online services or network, whereby such use does, will or could negatively impact or adversely affect optimal platform performance benchmarks (as set at our sole and absolute discretion from time to time) to the detriment of other Users;
- interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services, or bypass any measures we may use to prevent or restrict access to the Services (or other Zapvision Accounts, computer systems or networks connected to the Services);
- use the Services in a way which infringes or misappropriates the intellectual property or privacy rights of any person;
- harvest or scrape any content, data, code, scripting, or images from the Services;
- upload or introduce Viruses onto the Services;
- connect or attempt to connect Viruses or content or materials to an AQR of another User.
You must comply with all reasonable directions and specifications we publish concerning the media files that can be imported into the Services e.g. format, type, size, and length.
13.2 Consequences of breach
If you breach our Fair Use Policy, or we consider that you are otherwise using the Services in an unfair, excessive or disruptive manner, or otherwise at our sole and absolute discretion, we may (in addition to our rights set out elsewhere in these TOU) place limitations or restrictions on service features otherwise described as “free” or “unlimited”, e.g. we may place additional limits on the number of Accessible QR Codes allocated to you. We may also place upper limits on hosting of data and data transfer from our content delivery network to end users.
If you breach our Fair Use Policy, we will normally ask you to correct your behaviour first before taking any action, but we reserve the right not to give notice in the case of deliberate, serious or persistent breaches or misuse of the Services. You understand that breach of the Fair Use Policy may be grounds for immediate termination of your Agreement and right to use the Services.
14. Delivery, availability and modification of the Services
Zappar will begin to make the Services available to the Subscriber and their Authorised Users at the moment of activating the Zapvision Account. Where an Subscriber opts to use the Services on a free to use basis Zappar only provides those features of the Services that are available on a free to use basis. When the Subscriber starts paid use of the Services, Zappar will provide those features of the Services that are available for the type of use paid for, at the moment of receiving payment.
Your access to the Services may occasionally be suspended or restricted to allow for repairs, maintenance, updates or the introduction of new facilities or services. If this happens, we will attempt to restore the service as soon as we reasonably can.
The Services will change over time and we may require you to accept updates to the Services. From time to time we may require you to update your software to continue to use the Services. Zappar may perform these updates remotely including to any Zapvision software installed on your device. We also reserve the right to modify, update or discontinue (temporarily, or permanently) the Services (or any aspect thereof); impose limits on certain aspects of the Services; and/or restrict your access to parts or all of the Services. This right may be exercised at any time and with or without notice to Users.
BETA SERVICES. Zappar may provide features or products that we are still testing and evaluating. These products and features are identified as alpha, beta, preview, early access or evaluation (or words or phrases with similar meanings) (collectively, "Beta Services"). Notwithstanding anything to the contrary in these TOU, the following terms apply to all Beta Services: (a) you may use or decline to use any Beta Services; (b) Beta Services may not be supported and may be changed at any time without notice to you; (c) Beta Services may not be as reliable or available; (d) Beta Services may not have been subjected to the same security measures and auditing to which the final released version of the Services have been subjected; and (e) ZAPPAR SHALL HAVE NO LIABILITY ARISING OUT OF OR IN CONNECTION WITH BETA SERVICES - USE IS AT YOUR OWN RISK.
15. Ending the Agreement
Zapvision subscriptions will continue in force unless and until terminated in accordance with the provisions of these TOU. Unless you have a written, signed agreement for the Services that states otherwise, all Zapvision subscriptions will automatically renew at the end of the billing cycle, unless the Subscriber gives notice to Zappar to cancel the subscription before their subscription renews.
Zappar may, in our sole and absolute discretion, immediately suspend or terminate the Agreement and your access to and use of all or any aspect of the Services with or without notice and for any reason, including (a) if you breach any of your obligations under these TOU; (b) if Zappar is required to do so by law or through an order of any competent authority; or (c) Zappar permanently discontinues the Services. Suspension of the Services does not affect your obligations to us under these TOU. Any suspected fraudulent, abusive or illegal activity may be grounds for terminating the Agreement and may be referred to the appropriate law enforcement authorities.
Zapvision CMS subscriptions are available as a yearly contract only and may not be cancelled by the Subscriber for convenience.
16. What happens when the Agreement ends?
Upon cancellation or termination of the Agreement by Zappar or the Subscriber, regardless of the reason:
- your right to use the Services and the rights granted to you in Section 6.1 and Section 6.2 immediately cease, and you acknowledge and agree that Zappar may delete your Zapvision CMS Account and at any time thereafter remove, archive or permanently erase all content, data and information (including User Data) associated with you and/or your Zapvision Account;
- Zappar may deny you any further access to and use of the Services. (This may include using technical measures to prevent your access to the Services);
- Zappar shall have the right, but not the obligation, to disable your existing codes;
- Zappar shall not be liable to you or any third party for any claim or damages arising out of said cancellation or termination or for the consequent loss of any content, data or information;
- Zappar shall unless applicable law requires otherwise not be required to refund any fees or other payments to you regardless of the remaining period of your subscription to the Services; and
- all provisions of these TOU that are intended to survive the cancellation or termination by their nature or because such has expressly been provided for shall survive. These provisions include provisions relating to ownership of intellectual property, disclaimers, indemnity obligations, limitations and exclusions of liability, and applicable law. Any licences granted by you under these TOU shall survive after the Agreement has been cancelled or terminated.
The cancellation or termination of the Agreement shall be without prejudice to the provisions of this Section 16 and to any rights either of us may have accrued by, at or up to the date of such cancellation or termination.
17. Ownership of the Services
The User acknowledges and agrees that Zappar and/or its licensors own all title, ownership rights and intellectual property rights in and to the Services, Zappar Technology, Zapvision mobile application, Accessible QR Codes, and Zapvision SDK (collectively, the “Zappar IPR”). Except as expressly stated herein, these TOU do not grant the User any rights to, or in, any patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Zappar IPR.
Zappar is the sole and exclusive owner of the ZAPPAR Logo, ZAPWORKS, MATTERCRAFT, ZAPVISION and ZAPPAR POWERED trademarks, the ZAPPAR BOLT device, Accessible QR Codes, all zapcodes and the overall “look and feel” of the Services (collectively, the “Zappar Marks”), including any registrations and applications for registration of the Zappar Marks, and their associated goodwill, throughout the world. You may not display, reproduce, or otherwise use any of the Zappar Marks, without first receiving written consent from us. All permitted use of any Zappar Marks by you will inure to the benefit of Zappar and you will not acquire any right, title or interest in or to any of the Zappar Marks. All other trademarks, straplines, graphics and logos used on or in connection with the Services are unregistered or registered trademarks or service marks of Zappar or our licensors.
Users are free to submit comments, ideas, suggestions and recommendations to Zappar with respect to the Services (a “Submission”); however by making the Submission you agree that such Submission will not be treated as confidential, regardless of what you state in your accompanying message or otherwise. Submissions provided by Users may be used by Zappar to improve or enhance our products and services and, accordingly, in making the Submission the User grants to Zappar an unlimited, non-exclusive, royalty-free, fully paid up, perpetual, irrevocable, worldwide licence to use, copy, modify, translate, publish, display, perform, transmit, distribute, make, import, sell, offer to sell, lease, licence or otherwise transfer, including the right to sub-license any of these rights to others, any and all intellectual property and other rights the User may have in the Submission. This means that Zappar will be free (but not obliged) to exploit and use any Submission it receives from a User in our business in such manner as we see fit and without having to provide the User with any form of attribution or financial compensation of any kind.
19. Third Party Services
As a convenience to Users, the Services may include links to other resources, on-line services or material (a “Third Party Service”) which are beyond our control. Zappar is not responsible for any content, functions, accuracy, legality, appropriateness or any other aspect of such Third Party Services. The inclusion of a link to a Third Party Service does not imply endorsement by Zappar or any association with its operators.
20. Advertising and sponsorship
Part of the Services may contain or display third party materials, including Accessible QR Codes and/or advertising, promotions and sponsorship. Advertisers, promoters and sponsors are responsible for ensuring that material and promotions submitted for inclusion within the Services complies with relevant laws and codes of practice. Zappar shall not be responsible to you for any error or inaccuracy in advertising or sponsorship material, or the conduct of any promotion.
Your communication or dealings with, or participation in promotions of, advertisers, promoters and sponsors found on or through the Services, including payment and delivery of related goods or services, and other terms, conditions, warranties or representations associated with such dealings are solely between you and the relevant third party and Zappar shall have no responsibility or liability of any kind in relation thereto.
EXCEPT AS EXPRESSLY AND SPECIFICALLY STATED IN THESE TOU: (A) THE USER ASSUMES SOLE RESPONSIBILITY FOR RESULTS OBTAINED FROM THE USE OF THE SERVICES BY THE USER, AND FOR ANY CONCLUSIONS DRAWN FROM SUCH USE. ZAPPAR SHALL HAVE NO LIABILITY FOR ANY DAMAGE CAUSED BY ERRORS OR OMISSIONS IN ANY CONTENT, INFORMATION, INSTRUCTIONS OR OTHER MATERIALS PROVIDED TO ZAPPAR BY THE USER IN CONNECTION WITH THE SERVICES, OR ANY ACTIONS TAKEN BY ZAPPAR AT THE USER’S DIRECTION; (B) ALL WARRANTIES, REPRESENTATIONS, CONDITIONS AND ALL OTHER TERMS OF ANY KIND WHATSOEVER IMPLIED BY STATUTE OR COMMON LAW ARE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCLUDED FROM THESE TOU INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT; AND (C) THE SERVICES ARE PROVIDED TO THE USER ON AN "AS IS", “AS AVAILABLE” BASIS.
ZAPPAR ACCEPTS NO RESPONSIBILITY OR LIABILITY FOR ANY INABILITY TO ACCESS OR USE THE SERVICES OR ANY INABILITY FOR YOU TO PROVIDE ANY BUSINESS DEPENDENT ON THE SERVICES DUE TO TECHNICAL OR OTHER FAILURE OUTSIDE OUR CONTROL. ZAPPAR DOES NOT CONTROL HOW SCANS ARE GENERATED WITH YOUR AQRS. WE ARE NOT RESPONSIBLE FOR FRAUDULENT ACTIVITY ON YOUR AQRS, OR OTHER POTENTIALLY INVAILD ACTIVITY THAT MAY AFFECT YOUR BUSINESS ACTIVITIES.
ZAPPAR SHALL NOT BE LIABLE FOR NON-CONFORMANCE OR NON-PERFORMANCE OF THE SERVICES WHICH IS CAUSED BY YOUR USE OF THE SERVICES IN A MANNER FOR WHICH THEY ARE NOT INTENDED, OR CONTRARY TO ZAPPAR'S INSTRUCTIONS, OR FOR MODIFICATION OR ALTERATION OF THE SERVICES BY ANY PARTY OTHER THAN ZAPPAR OR ZAPPAR'S DULY AUTHORISED CONTRACTORS OR AGENTS.
ZAPPAR DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS USING THE SERVICES, NOR DO WE HAVE ANY OBLIGATION TO MONITOR THE USE OF THE SERVICES BY OTHER USERS; THEREFORE WE DISCLAIM ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY, INFORMATION OR USER DATA EXCEPT FOR ANY STATUTORY LIABILITY THAT WE MAY HAVE UNDER THE UK DATA PROTECTION ACT 2018.
IN THE EVENT OF ANY LOSS OR DAMAGE TO USER DATA, THE USER'S SOLE AND EXCLUSIVE REMEDY SHALL BE FOR ZAPPAR TO USE REASONABLE COMMERCIAL ENDEAVOURS TO RESTORE THE LOST OR DAMAGED USER DATA FROM THE LATEST BACK-UP OF SUCH USER DATA MAINTAINED BY ZAPPAR (IF ANY). ZAPPAR SHALL NOT BE RESPONSIBLE FOR ANY LOSS, DESTRUCTION, ALTERATION OR DISCLOSURE OF USER DATA CAUSED BY ANY THIRD PARTY. ZAPVISION SHOULD NOT BE USED AS A BACK-UP SERVICE FOR YOUR USER DATA AND YOU MUST SECURELY BACK-UP YOUR USER DATA BEFORE UPLOADING THEM TO THE SERVICES.
THE SERVICES AND AQRS PROVIDED FOR USE BY USERS MAY CONTAIN TECHNOLOGY THAT IS NOT FAULT TOLERANT AND IS NOT INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS OR IN ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE SUCH AS IN THE DESIGN, CONSTRUCTION, OPERATION OR MAINTENANCE OF NUCLEAR FACILITIES; AIRCRAFT NAVIGATION, COMMUNICATION OR FLIGHT CONTROL; LIFE SUPPORT MACHINES; WEAPON SYSTEMS; SECURITY SYSTEMS; HEALTH CARE OR PHARMACEUTICAL PRODUCTS OR SERVICES; OR ANY OTHER ENVIRONMENTS OR APPLICATIONS IN WHICH THE FAILURE OF THE SERVICES OR AQRS COULD LEAD TO SERIOUS INJURY OR DEATH, ENVIRONMENTAL DAMAGE OR FINANCIAL LOSS. THE USER RELEASES ZAPPAR FROM ANY AND ALL LIABILITY FOR USE OF THE SERVICES AND AQRS IN ANY OF THE ACTIVITIES OR ENVIRONMENTS REFERRED TO IN THIS SECTION AND SHALL INDEMNIFY AND HOLD HARMLESS ZAPPAR TOGETHER WITH ITS EMPLOYEES, DIRECTORS, OFFICERS AND SHAREHOLDERS FROM ANY CLAIM ARISING OUT OF THE USER’S USE OF THE SERVICES AND AQRS IN THOSE ACTIVITIES AND ENVIRONMENTS.
THE ABOVE DISCLAIMERS DO NOT EXCLUDE OR LIMIT ANY LIABILITY OF ZAPPAR IN THE CIRCUMSTANCES REFERRED TO IN SECTION 22.2 BELOW.
22. EXCLUSION AND LIMITATION OF LIABILITY
22.2 NOTHING IN THESE TOU EXCLUDES ZAPPAR’S LIABILITY FOR THE FOLLOWING MATTERS: (A) DEATH OR PERSONAL INJURY ARISING FROM OUR NEGLIGENCE; (B) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (C) ANY OTHER LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INCLUDING (WHERE APPLICABLE) YOUR STATUTORY RIGHTS AS A CONSUMER.
22.3 SUBJECT TO SECTION 22.2, ZAPPAR SHALL NOT BE LIABLE TO THE USER WHETHER IN TORT (INCLUDING FOR NEGLIGENCE OR BREACH OF STATUTORY DUTY), CONTRACT, MISREPRESENTATION, RESTITUTION OR OTHERWISE FOR ANY OF THE FOLLOWING: (A) ANY LOSS OF REVENUE OR PROFITS, LOSS OF BUSINESS, LOSS OF OPPORTUNITY, OR LOSS OF ANTICIPATED SAVINGS; (B) DEPLETION OF GOODWILL OR INJURY TO REPUTATION; (C) LOSS OR CORRUPTION OF DATA OR INFORMATION; (D) LOSSES SUFFERED BY THIRD PARTIES; (E) ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS, COSTS, DAMAGES, CHARGES OR EXPENSES (INCLUDING EXEMPLARY, MULTIPLE OR PUNITIVE DAMAGES OF ANY KIND); HOWSOEVER ARISING UNDER OR IN CONNECTION WITH THE AGREEMENT AND/OR THE SERVICES AND REGARDLESS OF WHETHER OR NOT SUCH LOSSES WERE FORESEEABLE OR IN THE CONTEMPLATION OF THE PARTIES AT THE START OF THE AGREEMENT OR ZAPPAR WAS ADVISED OF THE POSSIBILITY OF THE USER SUFFERING THE SAME.
22.4 SUBJECT TO SECTION 22.2, ZAPPAR'S TOTAL AGGREGATE LIABILITY TO THE USER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), MISREPRESENTATION, RESTITUTION OR OTHERWISE ARISING UNDER OR IN CONNECTION WITH THE AGREEMENT SHALL BE LIMITED TO WHICHEVER IS THE GREATER OF (1) THE TOTAL FEES ACTUALLY PAID BY THE USER FOR USE OF THE SERVICES DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE AND (2) THE SUM OF £100 GBP. THE LIABILITY LIMIT IN THIS SECTION SHALL INCLUDE ALL CLAIMS FOR INTEREST WHETHER STATUTORY OR OTHERWISE.
23. International use
Although the Services may be accessible worldwide, Zappar makes no promise that the Services are appropriate or available for use in locations outside the United Kingdom, and accessing the Services from locations where its contents are illegal or unlawful is prohibited. If you choose to access and use the Services from locations outside the United Kingdom, you do so on your own initiative and are responsible for compliance with local laws. Any offer for any product, service and/or information made in connection with the Services is void where prohibited.
24. General provisions
Amendments. Except as expressly provided otherwise herein, the Agreement may only be amended or varied by a written document that has been signed by or on behalf of the Subscriber and an authorised representative of Zappar.
Assignment. The Agreement is personal to the parties. The Subscriber may not assign, sub-license, novate, transfer, sub-contract, or in any other manner make over to any third party the benefit and/or burden of the Agreement without the prior written consent of Zappar. We may assign all or any of our rights under the Agreement to another legal entity or business where we reasonably believe your rights will not be adversely affected.
Entire Agreement. You agree that the Agreement, these TOU and the other documents referred to in it constitute the entire agreement between you and Zappar regarding the Services and their use, and supersede all prior agreements, understandings, communications and proposals (whether oral, written or electronic) with respect to the subject matter of the Agreement. Each of the parties acknowledges and agrees that in entering into the Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party hereto or not) relating to the subject matter of the Agreement, other than as expressly set out in these TOU. This provision does not exclude liability for fraud or fraudulent misrepresentation.
Force Majeure. Zappar shall not be responsible for any breach of the Agreement caused by circumstances beyond our reasonable control, including any Act of God, terrorism, failures or delays in transportation or communications, failure of your internet or mobile connectivity, failure of the world wide web, denial-of-service attacks, strikes, labour disturbances or slowdowns, or any act or failure by a User or their employees, agents, or contractors.
No Equitable Relief. In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Services, the exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Services or any content or other material used or displayed through the Services.
No Waiver. If you breach the Agreement and Zappar chooses to ignore this, we will still be entitled to use our rights and remedies at a later date or in any other situation where you breach the Agreement.
Relationship between us. No agency, partnership, joint venture, or employment relationship is created as a result of the Agreement. Neither party has any authority to act in the name or on behalf of or otherwise to bind the other in any respect (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
Severability. If any provision of the Agreement is held invalid or unenforceable, all remaining provisions shall nevertheless remain valid and enforceable, to the extent they can be given effect without the invalid portions.
Third party rights. The Agreement does not confer any rights on any person or party other than Zappar, its indemnified parties and the Subscriber and, where applicable, their successors and permitted assigns.
Any notice Zappar is required or permitted to give under these TOU may either be sent to you by email or posted on the Zapvision Website. You may send notices to us by email or by post using our addresses listed in Section 27: “Our Contact Details”. An email will be deemed received on the date of successful transmission and any notice sent to us by post will be deemed received when we actually received it at our postal address.
26. Applicable law and jurisdiction
Notwithstanding any conflict of laws principles, these TOU, the Agreement and all other aspects of the relationship between you and Zappar (including any non-contractual disputes or claims) shall be governed by and construed in all respects with English law regardless of your country of origin. We will try to resolve any disagreements or claims arising out of or related to these TOU, the Agreement or the Services (a “Dispute”) quickly and efficiently. If you are not happy with the way we deal with any Dispute (including any non-contractual dispute or claim) and you want to take legal action or court proceedings in respect of the Dispute, you must do so exclusively within England and Wales. Notwithstanding this section, you agree that Zappar shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal action) in any jurisdiction where you reside or have assets.
NO CLASS ACTIONS. Users may only resolve disputes with Zappar on an individual basis and will not bring a claim in a class, consolidated or representative action. Class arbitrations, class actions, private attorney general actions and consolidation with other arbitrations are not allowed.
27. Our contact details
The Services are owned and operated by Zappar Limited a company registered in Scotland with company number SC394617. The Company’s registered office is at The Cairn, Auchterarder, Perthshire PH3 1NR, United Kingdom. The Company is VAT registered in the United Kingdom and our VAT registration number is GB 108 3635 25.
If you have any queries or complaints concerning the Services we can be contacted at the following addresses:
Postal address: Zappar, Barley Mow Centre, 10 Barley Mow Passage, London, W4 4PH, United Kingdom.
Email address: firstname.lastname@example.org
If you wish to report any violation of these TOU please send an email to email@example.com. If you have a complaint about User Data please see our policy at: https://zap.works/unlawful-content-policy/ for information on how to proceed.