Effective: March 15, 2021
Last Updated Date: February 23, 2022
PLEASE READ THIS TERMS OF SERVICE AGREEMENT CAREFULLY. BIG-HDTC CANADA ULC DBA HELP DESK TECHNOLOGY (“ZUNASO”/“WE”/“US”/“OUR”) OWNS AND OPERATES THE REGISTERED TRADEMARK ZUNASO, AND THE WEBSITE LOCATED AT HTTPS://WWW.ZUNASO.COM/ (“WEBSITE”), AND ANY SUBDOMAINS USED IN CONNECTION WITH OR RELATED TO THE SAME, AND THE ZUNASO WORK ORDER MOBILE APPLICATION (THE “APP”). THESE TERMS OF SERVICE APPLY TO ALL USERS OF THE WEBSITE, INCLUDING USERS WHO UPLOAD ANY MATERIALS TO THE WEBSITE, USERS WHO USE SERVICES PROVIDED THROUGH THIS WEBSITE, USERS WHO DOWNLOAD THE APP AND USERS WHO SIMPLY VIEW THE CONTENT ON OR AVAILABLE THROUGH THIS WEBSITE.
YOU MUST BE AT LEAST EIGHTEEN (18) YEARS OLD TO USE THE WEBSITE AND THE APP. BY ACCESSING, BROWSING AND USING THIS WEBSITE AND/OR THE APP, YOU INDICATE THAT YOU HAVE READ AND ACCEPT THESE TERMS OF SERVICE WHICH CONSTITUTES A BINDING LEGAL AGREEMENT GOVERNED BY AND MADE UNDER CANADIAN LAW BETWEEN YOU AND ZUNASO. IF YOU DO NOT ACCEPT THESE TERMS OF SERVICE, THEN DO NOT USE THE APP OR THIS WEBSITE OR ANY OF THEIR CONTENT OR SERVICES. THE TERM “YOU” OR “YOUR” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU’RE REGISTERED ON THE WEBSITE. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF SERVICE, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR THE SERVICES.
PLEASE BE AWARE THAT SECTION 23 OF THIS AGREEMENT, BELOW, CONTAINS PROVISIONS GOVERNING HOW CLAIMS THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED BY MEANS OF MEDIATION.
ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR USE OF THE SERVICE OR SITE WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF ONTARIO, CANADA WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.
IF YOU SUBSCRIBE TO THE APP FOR A FREE PLAN, ALL YOUR DATA GETS STORED ONLY ON YOUR DEVICE, AND WHEN YOU SWITCH TO THE PAID SUBSCRIPTION, ALL YOUR DATA WILL BE WIPED OUT. IF YOU SUBSCRIBE TO THE SERVICES UNDER A SUBSCRIPTION PLAN FOR A TERM (“INITIAL TERM”), THEN THOSE TERMS WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT ZUNASO’S THEN-CURRENT FEE FOR SUCH SERVICES UNLESS YOU OPT OUT OF THE AUTORENEWAL/DECLINE TO RENEW YOUR SUBSCRIPTION IN ACCORDANCE WITH SECTION 3 BELOW.
IF YOU ARE ACCEPTING THESE TERMS OF SERVICE ON BEHALF OF A CORPORATION OR OTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY RIGHT AND AUTHORITY TO ENTER INTO THESE TERMS OF SERVICE ON BEHALF SUCH CORPORATION OR ENTITY AND TO BIND SUCH CORPORATION OR ENTITY TO THESE TERMS OF SERVICE.
PLEASE NOTE THAT THESE TERMS OF SERVICE ARE SUBJECT TO CHANGE BY ZUNASO IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Zunaso will make a new copy of the Terms of Service available at the Website and within the App and any new, supplemental terms will be made available from within, or through, the affected Service on the Website or within the App. We will also update the “Last Updated” date at the top of the Terms of Service. Any changes to the Terms of Service will be effective immediately for all Users of the Website, the App and/or Services. Your continued use of the Website, the App and/or Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.
The Zunaso service enables users to run a mobile service business including without limitation Work Order app, as further described on the Website (the “Service”) and the underlying hardware, software, network storage and related technology required to run the Service is provided by Zunaso and its third party vendors and hosting partners.
b) Account Ownership
If you register for the Service on behalf of a business organization, that business organization will be the legal and beneficial account owner. For the purpose of these Terms of Service, regardless of whether you register for an account as an individual, or on behalf of an organization, the billing contact person will be the default account owner (the “Account Owner”). The Account Owner will have certain rights within the account, including the right to cancel the account, delete information from the account and appoint administrators. Notwithstanding anything to the contrary contained herein, you acknowledge and agree that the term Account Owner does not convey or connote ownership rights or any other property interest in an account, even where you are designated as the Account Owner, and you further acknowledge and agree that all rights in and to your account are and shall forever be owned by and inure to the benefit of Zunaso. Although the Account Owner can also appoint a new Account Owner if the billing contact is not the appropriate person to manage the account, in the event of a dispute regarding entitlement to access an account, we reserve the right to request documentation to determine or confirm account ownership. Documentation may include, but is not limited to, a scanned copy of your business license, government issued photo ID, the last four digits of the credit card on file, etc. Zunaso retains the right to determine, in our sole judgment, who the rightful Account Owner is and may transfer an account to the person we consider is the rightful Account Owner. If we are unable to reasonably determine the rightful Account Owner, Zunaso reserves the right to temporarily disable the account until resolution has been met between the disputing parties.
If you are a new User or prospective User of the Service and would like more information about our pricing models and products, please see our pricing page, located at Pricing & Packages. From time to time, we may offer a free trial of the Service, in our sole discretion. A valid credit card is required for paid subscriptions. If you sign up for a monthly or annual recurring paid subscription, and you don’t cancel that account before the end of any provided subscription period, you will be billed starting on the first day following the subscription period.
a) Automatic Renewal
Your subscription will continue indefinitely until terminated in accordance with section 15 below. After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at Zunaso’s then-current price for such subscription. You agree that your account will be subject to this automatic renewal feature unless you cancel your subscription at least thirty (30) days prior to the Renewal Commencement Date in case of Annual Plan OR at least seven (7) days prior to the Renewal Commencement Date in case of Monthly Plan, by notifying Zunaso Customer Service of the intended termination by phone at:1-905-829-3405 or email at: firstname.lastname@example.org.
b) Billing, Changes to Service Tiers & Cancellations
The Service is billed in advance on a monthly or annual basis and fees are non-refundable.There will be no refunds or credits for partial months of service, upgrade or downgrade refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties. If you upgrade your account or purchase additional licenses, this will trigger a pro-rated charge which will be processed immediately using the payment method you have provided. Downgrading your Service may cause the loss of User Content, features, or capacity of your account. Zunaso does not accept any liability for such loss. If you cancel the Service before the end of your current paid up month, your account will remain open until the end of the then-current billing cycle, after which the cancellation will take effect and you will not be charged for the next month or be able to access your account. Prices of all Services, including but not limited to monthly subscription plan fees to the Service, are subject to change upon fourteen (14) days’ notice from us. Such notice may be provided by email or through an in-App notification.
All information, data, text, software, music, sound, photographs, graphics, video, messages or other materials, whether publicly posted or privately transmitted to the Website and App by viewers or users (“User Content”), is the sole responsibility of such viewers or users. This means that the viewer or user, and not Zunaso, are entirely responsible for all such material uploaded, posted, emailed, transmitted or otherwise made available by using the Service. Zunaso does not control or actively monitor User Content and, as such, does not guarantee the accuracy, integrity or quality of such content. Users acknowledge that by using the Service, they may be exposed to materials that are offensive, indecent or objectionable. Under no circumstances will Zunaso be liable in any way for any materials, including, but not limited to, for any errors or omissions in any materials or any defects or errors in any printing or manufacturing, or for any loss or damage of any kind incurred as a result of the viewing or use of any materials posted, emailed, transmitted or otherwise made available via the Service.
a) Restrictions Generally
Zunaso reserves the right at all times (but will have no obligation) to remove or refuse to distribute any User Content and to terminate users or reclaim usernames. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Service, including investigation of potential violations here of, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of our users and the public. In using the Website, App and/or Service You shall not:
b) Acceptable Use
You also agree not to access the Website or App in a manner that utilizes the resources of the Website or App more heavily than would be the case for an individual person using a conventional web browser. Zunaso may manage Internet traffic to ensure fair bandwidth usage and server storage to all customers to ensure optimal Zunaso performance. Notwithstanding the foregoing, operators of public search engines may use spiders or other bots for the purpose of creating publicly available searchable indices of the materials on this Website.
Zunaso shall store all Customer data created and managed by the App, including files, text and parameters; data shall be backed up on a separate storage system periodically. This is not applicable for the Zunaso Free Plans.
Except for User Content, the App, this Website, and the information and materials contained therein, are the property of Zunaso and its licensors, and are protected from unauthorized copying and dissemination by copyright law, trademark law, and other intellectual property laws. Subject to these Terms of Service, Zunaso grants you a non-transferable, non-exclusive, revocable license to (a) use the Website for your use, and (b) download, install and use one copy of the App on a mobile device that you own or control for your use (the “License”). Furthermore,
The App is licensed to you and not sold. Nothing in the Terms of Service gives you a right to use the Zunaso names, trademarks, logos, domain names, and other distinctive brand features without our prior written consent. You shall not attempt to override or circumvent any of the usage rules or restrictions on the Website. Any future release, update, or other addition to functionality of the Website or App shall be subject to the terms of these Terms of Service.
If You provide Zunaso with any suggestions, comments or other feedback relating to any aspect of the Website, App and/or Service (“Feedback”), Zunaso may use such Feedback in the Website, App, Service and/or in any other Zunaso products or services (collectively, “Zunaso Offerings”). Accordingly, You agree that: (a) Zunaso is not subject to any confidentiality obligations in respect to the Feedback, (b) the Feedback is not confidential or proprietary information of You or any third party and You have all of the necessary rights to disclose the Feedback to Zunaso, (c) Zunaso may freely use, reproduce, publicize, license, distribute, and otherwise commercialize Feedback in any Zunaso Offerings, and (d) You are not entitled to receive any compensation or reimbursement of any kind in respect of the Feedback.
The Website and App (including User Content) may contain links to other websites that are not owned or controlled by Zunaso or may make it possible for you to elect to use third party services with the Service where such third party service providers have integrated with the Service (“Third Party Integration Partners”). In no event shall any reference to any third party, third party product or service be construed as an approval or endorsement by Zunaso of that third party, third party product or service. Zunaso is also not responsible for the content of any linked websites or for the delivery of any product or service offered by third parties including Third Party Integration Partners. In order to receive access to a Third-Party Integration Partner’s products or services, you will need, in most cases, to sign-up directly with the Third Party Integration Partner. For certain services offered by Third Party Integration Partners, you will be required to pay a fee to Zunaso to turn on the third-party service. Any third-party websites or services (including those offered by Third Party Integration Partners) are subject to the terms and conditions of those websites and or services and You are responsible for determining those terms and conditions and complying with them. The presence of a link to any other website(s) does not imply that Zunaso endorses or accepts any responsibility for the content or use of such websites, and You hereby release Zunaso from all liability and/damages that may arise from Your use of such websites or receipt of services from any such websites. While Zunaso does not prohibit linking to third party websites and content, it does not wish to be linked to or from any third-party web site which contains, posts or transmits any of the prohibited content in Section 4 of these Terms of Service. Zunaso reserves the right to prohibit or remove (or require You to remove) any link to the Website, including, without limitation, any link which contains or makes available any content or information of the foregoing nature, at any time. Zunaso may from time to time offer promotions, sweepstakes, giveaways and contests on the Website. Participation in such initiatives requires your agreement to the contest rules that govern the specific promotional event.
If You are using a payment integration, You must adhere to the applicable rules and regulations of such payment integrator. In addition, You are responsible for ensuring the security of any cardholder data in Your possession including any cardholder data which you process, transmit or store. It is also Your obligation to inform Your customers about Your processing of their data and Your responsibility for the same.
You acknowledge and agree that the availability of the App and the Service is dependent on the third party from whom you received the App license, e.g., the Apple App Store or Google Play (each an “App Store”). You acknowledge that the Terms of Service are between you and Zunaso and not with the App Store. Zunaso, not the App Store, is solely responsible for the Website, App and Service, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement). In order to use the App, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with the Website, App and Service. You agree to comply with, and your license to use the App is conditioned upon your compliance with, all applicable third-party terms of agreement (e.g., the App Store’s terms and policies) when using Website, App and Service. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Terms of Service and will have the right to enforce them.
You will submit any technical or administrative questions related to the App and/or Services in writing via Zunaso's email address of record. Zunaso agrees to answer all questions related to the Service in a timely and professional manner. If the issue cannot be resolved via email, You will have the option to contact Zunaso technical staff directly via telephone during Zunaso business hours.
For every customer who subscribes to the App, a separate instance/tenant is created in Microsoft Azure using Azure PaaS (App Service and Azure SQL). This ensures that each customer’s data is secluded and private.
Microsoft Azure guarantees at least 99.9% of their App Services and SQL databases uptime. For information, please refer to the links below:
SLA for App Service: Microsoft Azure App Service SLA.
SLA for Azure SQL Database Microsoft Azure SQL Database SLA.
a) Severity 1
Produces a high priority situation in which those components of the Software that are available to the general public via the App and/or Services are inoperable or fail catastrophically.
RESPONSE: You shall notify Zunaso via email email@example.com or phone 1-800-563-4357 of the Severity 1 issue.
Zunaso will provide a response by a qualified member of its personnel to begin to diagnose and to correct a Severity 1 issue as soon as reasonably possible during regular business hours 08:30am to 20:00pm Eastern Time, Monday to Friday and excluding statutory Canadian holidays. Zunaso will respond via email to the addresses listed by You, within one (1) hour if the issue is reported during regular business hours (see above), or the next business day if reported outside business hours, to provide a status update on the resolution process. Zunaso will exercise best efforts to resolve Severity 1 issues as soon as possible. The resolution to the Severity 1 issue will be delivered as a resumption of the Service. Zunaso will email the addresses listed by You to notify when the Service is operational again and to identify any related Severity 2 or Severity 3 issues that were part of the original issue or which were introduced as a workaround or emergency fix to remedy the Severity 1 issue.
b) Severity 2
Produces a high priority situation in which the performance (throughput or response) of the App degrades substantially under reasonable loads, such that there is a severe impact on use; the App is usable, but materially incomplete; one or more functions or commands is inoperable; or the use is otherwise significantly impacted.
RESPONSE: You shall notify Zunaso via email firstname.lastname@example.org or phone 1-800-563-4357 of the Severity 2 issue.
Zunaso will provide a response by a qualified member of its personnel to begin to diagnose and to correct a Severity 2 issue as soon as reasonably possible during regular business hours 08:30 to 20:00 Eastern Time, Monday to Friday and excluding statutory Canadian holidays.
Zunaso will respond via email to the addresses listed by You within four (4) hours if the issue is reported during regular business hours (see above), or the next business day if reported outside business hours, to provide a status update on the status of the resolution process.
Zunaso will exercise best efforts to resolve Severity 2 issues within five (5) business days. The resolution to the Severity 2 issue will be delivered to You as a workaround, or as a configuration change to the web server hosting the Software. Those issues which are applicable to users other than You will be filed on Zunaso’s website or other public access means.
Zunaso will email the addresses listed by You to notify when work to rectify the Severity 2 issue has been completed, and to detail any Severity 2 issues that were part of the original issue or which were introduced as a workaround or emergency fix to remedy the Severity 2 issue.
c) Severity 3
Produces an inconvenient situation in which the App is usable, but does not provide a function in the most convenient or expeditious manner, and the user suffers little or no significant impact.
RESPONSE: You shall notify Zunaso via email email@example.com or phone 1-800-563-4357 of the Severity 3 issue.
Zunaso will exercise best efforts to resolve Severity 3 issues in the next public release of the Software.
Zunaso may, at its discretion, apply a software patch to the App to resolve a Severity 3 issues prior to the next public software release.
THE WEBSITE, SERVICE, APP AND ALL MATERIALS PROVIDED THEREIN ARE PROVIDED “AS IS”. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, ZUNASO DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICE, APP, AND CORRECTIONS PROVIDED HEREUNDER, INCLUDING PROMISES, REPRESENTATIONS AND WARRANTIES AS TO CONDITION, THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, NONINFRINGEMENT, OR ANY IMPLIED WARRANTY OF INFORMATION CONTENT, SYSTEM INTEGRATION OR SYSTEM PERFORMANCE.
UNDER NO CIRCUMSTANCES SHALL ZUNASO BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES THAT RESULT FROM (I) YOUR USE OF OR YOUR INABILITY TO USE THIS WEBSITE, APP OR THE SERVICE, (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES, (III) ERRORS, MISTAKES, OR INACCURACIES IN THE MATERIALS ON THE WEBSITE, OR (IV) ANY ERRORS OR OMISSIONS IN ANY MATERIAL ON THE WEBSITE OR ANY OTHER LOSS OR DAMAGE OF ANY KIND ARISING FROM OR RELATING TO YOUR USE OF THE WEBSITE. THESE LIMITATIONS SHALL APPLY EVEN IF ZUNASO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, ZUNASO’S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE AMOUNTS YOU’VE PAID ZUNASO IN THE PRIOR SUBSCRIPTION TERM (IF ANY). THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENSION PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
YOU SHALL INDEMNIFY AND HOLD ZUNASO AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, AND EMPLOYEES, HARMLESS FROM ALL CLAIMS, ACTIONS, PROCEEDINGS, DEMANDS, DAMAGES, LOSSES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES), INCURRED IN CONNECTION WITH ANY MATERIALS SUBMITTED, POSTED, TRANSMITTED OR MADE AVAILABLE BY YOU THROUGH THE SERVICE AND/OR ANY VIOLATION BY YOU OF THESE TERMS OF SERVICE, THE RIGHTS OF ANY THIRD PARTY, OR ANY APPLICABLE LAW OR REGULATION. This provision does not require you to indemnify Zunaso for any unconscionable commercial practice by Zunaso or for Zunaso’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website or any Services provided hereunder.
You are solely responsible for properly cancelling your account. You can cancel your account at any time by notifying Zunaso of the intended termination by phone at: 1-905- 829-3405 or email at: CustomerService@zunaso.com. However, please see Section 3 above for details that the effect of cancellation has on your payment obligations. Zunaso may, under certain circumstances and without prior notice, immediately terminate Your ability to access the App or portions thereof. Cause for such termination shall include, but not be limited to, (a) breaches or violations of these Terms of Service or any other agreement that You may have with Zunaso (including, without limitation, non-payment of any fees owed in connection with the app or otherwise owed by You to Zunaso), (b) requests by law enforcement or other government agencies, (c) a request by the Account Owner, (d) discontinuance or material modification to the App (or any part thereof), (e) unexpected technical, security or legal issues or problems, and/or (f) participation by You, directly or indirectly, in fraudulent or illegal activities; or (g) verbal, physical, written or other abuse (including threats of abuse or retribution) of any Zunaso customer, employee, member or officer will result in immediate termination of Your account. Termination of Your access to the App may also include removal of some or all of the materials uploaded by You. You acknowledge and agree that all terminations may be made by Zunaso in its sole discretion and that Zunaso shall not be liable to You or any third-party for any termination of Your access to the App or for the removal of any of the materials uploaded by You to the App. Any termination of these Terms of Service by Zunaso shall be in addition to any and all other rights and remedies that Zunaso may have.
Zunaso may alter, suspend, or discontinue the Website, App and/or Service at any time and for any reason or no reason, without notice, but will endeavor to provide notice of the same. The Website, App and/or Service may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons. Zunaso may periodically add or update the information and materials on this Website without notice. You may need to update third-party software from time to time in order to use the Website, App and/or Service.
Information sent or received over the Internet is generally unsecure and Zunaso cannot and does not make any representation or warranty concerning security of any communication to or from the Website or any representation or warranty regarding the interception by third parties of personal or other information. You understand that the technical processing and transmission of the Service, including your Content, 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. You are responsible for safeguarding the password that you use to access the Service and you are responsible for any activities or actions under your password. You agree to keep your password secure. If you create an account on behalf of a corporation or entity, you are responsible for any actions of administrative users you add to your account and you are liable for any payment obligations that they incur for example by selecting specific paid features or services. Log-ins are intended for one user only and are not to be shared by multiple users. Zunaso will not be liable for any loss or damage arising from your failure to comply with these requirements.
“Confidential Information” means information of a party ( “Disclosing Party” ) that the other party (“Receiving Party”) receives in connection with the Services, which based on the circumstances under which it was disclosed, a reasonable person would believe to be confidential to the Disclosing Party, including, without limitation, customer information, transactional information and any other non-public content posted, transmitted or accessed through the Services. A Receiving Party shall (i) limit access and use of Disclosing Party’s Confidential Information to those of Receiving Party’s employees and agents that require such access and use in connection with the Services; (ii) not disclose Disclosing Party’s Confidential Information to third parties, unless authorized under this Section of the Terms; (iii) protect the Disclosing Party’s Confidential Information as it protects its own Confidential Information, but in any event with not less than a reasonable degree of care; and (iv) not use the Disclosing Party’s Confidential Information for any purpose except as required to perform its obligations hereunder or as otherwise specifically permitted hereunder. Nothing in this Section shall prevent a Receiving Party from disclosing Confidential Information to a third party to the extent that such Confidential Information is: (i) previously known to the Receiving Party prior to disclosure by the Disclosing Party, without any obligation of confidentiality; (ii) publicly known or becomes publicly known through no breach of this Agreement by the Receiving Party; (iii) rightfully received from a third party under no confidentiality obligation with respect to the Confidential Information; or (iv) independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information. In addition, Confidential Information may be disclosed to governments and their agencies under lawful order or judicial order. In the event that Zunaso receives a request or order to release your Confidential Information, we will notify You promptly (to the extent permitted by law), so that You may seek a protective order to prevent the disclosure of your Confidential Information.
The parties enter this Agreement as, and shall remain, independent contractors with respect to one another. Nothing in this Agreement is designed to create, nor shall create between them, a partnership, joint venture, agency, or employment relationship.
Neither party will be liable to the other by reason of any failure in performance of this Agreement if the failure arises out of the unavailability of communications facilities or energy sources, acts of God, acts of the other party, acts of governmental authority, fires, strikes, delays in transportation, riots, terrorism, war, or any causes beyond the reasonable control of that party. If a Force Majeure event occurs, Zunaso will have up to five (5) business days to determine if and when the Service will resume.
The headings used in this Agreement are for convenience only and are not intended to be used as an aid to interpretation. If any part of this Agreement is held to be illegal or unenforceable, the validity or enforceability of the remainder of this Agreement shall not be affected and such provision shall be deemed modified to the minimum extent necessary to make such provision consistent with applicable law and, in its modified form, such provision shall then be enforceable and enforced.
This Agreement shall be governed by and construed in accordance with the laws of the province of Ontario and the laws of Canada applicable therein.
If the parties disagree over an interpretation of this Agreement or whether a party or a Customer is in breach of any part of this Agreement, the parties shall in good faith enter into negotiations to resolve the disagreement and discuss the feasibility of resolving the disagreement by mediation or other means short of litigation. The parties shall cooperate in good faith in pursuing mediation or such other means.