V1.1 (Last Update: 05 September 2019)
ZYETRIC has developed a web-based AI Advertising Hub named “ZyViz”, which is available through www.zyviz.com (“Platform”). Advertisers or Advertising Agencies are allowed to upload advertisement materials to the Platform. The advertisement materials include, but not limited to, 2D advertisement images (such as 2D advertisement banners) and 3D advertisement images (such as 3D model product images). Content Providers (such as influencers) or Content Providers’ Agencies (such as influencers’ agencies) are allowed to upload the content to the Platform. The content includes, but not limited to, videos containing various performances made by the content providers (“Source Video”). The advertisement materials are arranged to be incorporated into the Source Videos to generate output videos via the Platform. The output videos are arranged to be published on various video sharing platforms for the public to view.
Unless You later enter into any other agreements with ZYETRIC regarding the Platform, this Agreement is the complete and exclusive agreement between You and ZYETRIC regarding Your access to and use of the Platform. This Agreement supersedes any prior agreement or proposal, oral or written, and any other communications between You and ZYETRIC relating to Your use of the Platform.
PLEASE CAREFULLY READ THIS AGREEMENT. by ACCESSING OR USING THE PLATFORM, or by clicking a box that states that you accept or agree to these terms, YOU agree THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT.
IF YOU DO NOT AGREE TO THIS AGREEMENT, or do not meet the qualifications included in this agreement, ZYETRIC IS NOT WILLING TO PROVIDE YOU WITH ACCESS TO OR USE OF THE PLATFORM and YOU MUST NOT ACCESS OR USE THE PLATFORM. IF YOU ACCESS OR USE THE PLATFORM, YOU ACKNOWLEDGE that you meet the qualifications included in this agreement and AGREE TO BE BOUND BY THIS AGREEMENT.
Terms used in this Agreement have the definitions given in this Agreement or, if not defined in this Agreement, have their plain English meaning as commonly interpreted in Hong Kong.
This Agreement is entered into as of the earlier of the date You first access or use the Platform, or indicate your acceptance by clicking a box that states you accept this Agreement (the “Effective Date”) and will continue until terminated as set forth herein.
ZYETRIC reserves the right, at any time, to modify the Platform, or this Agreement, by making those modifications available on the Platform. Modifications will be effective immediately upon posting on the Platform or such other notice. You may cease using the Platform at any time if you do not agree to any modification. However, you will be deemed to have agreed to such modification through Your continued use of the Platform following such notice.
You may be required to establish an account on the Platform (an “Account”) to access the Platform. Each Account and the user identification and password for each Account (the “Account ID”) is personal in nature. Each Account is for Your personal use and each Account ID may be used only by You alone. You may not distribute or transfer Your Account or Account ID or provide a third party with the right to access your Account or Account ID. You are solely responsible for all use of the Platform through Your Account. You will ensure the security and confidentiality of Your Account ID and will notify ZYETRIC immediately if any Account ID is lost, stolen or otherwise compromised. You are fully responsible for all liabilities and damages incurred through the use of Your Account or under any Account ID (whether lawful or unlawful) and that any transactions completed through any Account or under any Account ID will be deemed to have been lawfully completed by You. In connection with establishing an Account, You will be asked to submit certain information about Yourself (“Registration Information”). You agree that: (1) all Registration Information You provide will be true and complete; and (2) You will maintain and promptly update Your Registration Information to keep it accurate and current.
5. Access To Data.
Unless otherwise noted on the Platform, all content, data or other information provided through the Platform (excluding Your Assignments) (collectively “Data”) is owned by ZYETRIC. You are solely responsible for verifying the accuracy, completeness, and applicability of all such Data, and for Your use of any such Data. You will not, and will not permit any third party to: (a) alter, modify, reproduce, or create derivative works of any Data; (b) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any Data; or (c) alter, obscure or remove any copyright, trademark or any other notices that are provided on or in connection with any Data. Certain Data may include or be based on data, information or content from Business Users or Influencers and other independent third party Content providers (“Third Party Content”). ZYETRIC has not verified the accuracy of, and will not be responsible for any errors or omissions in, any Third Party Content provided through the Platform. Except as set forth in this Agreement, You are granted no licenses or rights in or to any Data, or any IPR (as defined below) therein or related thereto. If You would like to use the Data in a manner not permitted by this Agreement, please contact ZYETRIC.
Without limiting ZYETRIC’s right to terminate this Agreement, ZYETRIC may also suspend Your access to the Platform, with or without notice to You, upon any actual, threatened, or suspected breach of this Agreement or applicable law or upon any other conduct deemed by ZYETRIC to be inappropriate or detrimental to the Platform, ZYETRIC, or any other Business User or Influencer.
7. Platform Technology.
The Platform, and the databases, software, hardware and other technology used by or on behalf of ZYETRIC to operate the Platform, and the structure, organization, and underlying data, information and software code thereof (collectively, the “Technology”), constitute valuable trade secrets of ZYETRIC. You will not, and will not permit any third party to: (1) access or attempt to access the Technology except as expressly provided in this Agreement; (2) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Technology; (3) use automated scripts to collect information from or otherwise interact with the Technology; (4) alter, modify, reproduce, create derivative works of the Technology; (5) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any of Your rights to access or use the Technology or otherwise make the Technology available to any third party; (6) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (7) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (8) monitor the availability, performance or functionality of the Technology; or (9) interfere with the operation or hosting of the Technology.
ZYETRIC retains all right, title and interest, including, without limitation, all IPR (as defined below), in and to the Technology and any additions, improvements, updates and modifications thereto. You receive no ownership interest in or to the Technology and You are not granted any right or license to use the Technology itself, apart from Your right to access the Platform and Data under this Agreement. The ZYETRIC name, logo and all product and service names associated with the Platform and Data are trademarks of ZYETRIC and its licensors and providers and You are granted no right or license to You to use them. For purposes of this Agreement, “IPR” means all intellectual property rights, proprietary rights, rights of publicity, rights of privacy, and any and all other legal rights protecting data, information or intangible property throughout the world, including, without limitation, any and all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, sui generis rights in databases, and contract rights.
You hereby agree to indemnify, defend, and hold harmless ZYETRIC and its officers, directors, shareholders, affiliates, employees, agents, contractors, assigns, licensees, and successors in interest (“Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expenses and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) that result from any claim or allegation against any Indemnified Party arising from Your access to or use of the Platform or Technology, and any breach by You of this Agreement. ZYETRIC will provide You with notice of any such claim or allegation, and ZYETRIC will have the right to participate in the defense of any such claim at its expense.
10. Limitation on Liability.
ZYETRIC will not be liable for any indirect, incidental, special, exemplary or consequential damages, however caused, under any theory of liability, whether in contract, strict liability or tort (including negligence or otherwise), arising in connection with or out of the use of the platform or services, even if ZYETRIC has been advised of the possibility of such damages, including, without limitation, any loss of submissions, opportunity, revenues or profits, business interruption, or procurement of substitute goods or services. ZYETRIC’s total cumulative liability in connection with this agreement and all services provided under this agreement, whether in contract or tort or otherwise, will not exceed $10. You agree that ZYETRIC would not enter into this agreement without these limitations on its liability. In jurisdictions where limitation of liability for consequential or incidental damages is not permitted, ZYETRIC’s liability is limited to the maximum extent permitted by law.
11. Data Privacy.
12. Provision of Services.
ZYETRIC is constantly innovating and changing its platform in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which ZYETRIC provides may change from time to time without prior notice to you. You acknowledge and agree that ZYETRIC may stop (permanently or temporarily) providing the platform Services (or any features or functionality within the platform) to you or to users generally at ZYETRIC’s sole discretion, without prior notice to you. You and/or ZYETRIC may terminate this Agreement and/or your participation in the Service at any time, for any reason or for no reason, and ZYETRIC shall not have any liability regarding such decisions.
ZYETRIC also reserves the right to change the service fee or institute new charges or fees, from time to time, as it deems appropriate. In the event that any business user fails to pay the service fee or any other fees or charges due to ZYETRIC, ZYETRIC reserves the right to suspend or terminate the business user’s right to access the Platform, without prejudice to all other rights and remedies available to ZYETRIC.
Users of the Platform should never harvest, collect, gather, or assemble information or data (including e-mail addresses) regarding other users without their and our consent; Harass or interfere with anyone else’s use and enjoyment of the Platform; Provide false or fraudulent information when setting up a Profile; Purchase or create fake or false social media contacts or social media network followers; Set up a Profile for illegal or nefarious purposes.
15. Inaccurate data.
When using the Platform, you will be exposed to Data from a variety of sources, and there’s a chance it might be inaccurate, offensive, indecent, or objectionable. Because you fully understand all this, you agree to waive, and hereby do waive, any legal or equitable rights or remedies you may have against us with respect to Data that, rightly or wrongly, rubs you the wrong way.
16. Access to ZYETRIC Technology.
Access or attempt to access the Technology by any means other than through the ZYETRIC user interface; Attempt to circumvent or overcome any protection measures intended to restrict access to any portion of the Platform or Technology; Monitor the availability, performance, or functionality of the Technology; Use the Technology unlawfully, or (except with our consent) in any manner that could damage, disable, overburden, or impair it; Interfere with the operation or hosting of the Platform or Technology, including but not limited to violating or attempting to violate any security feature, place malware or similar harmful code into the Platform or Technology, or link to websites or other applications that contain malware or similar harmful code; Overload, overwhelm, or carry out a denial-of-service attack on, or otherwise prohibit the proper function of, the Platform or Technology; Interfere with, disrupt, or create an undue burden on the servers or networks that host the Platform, or violate the regulations, policies, or procedures of such networks; Introduce software, automated agents, or scripts to the Platform or Technology so as to produce multiple accounts; generate automated searches, requests, or queries; or access, collect, intercept, strip, scrape, or mine information or data from, or in transit to or from, the Platform, including any software that reads areas of RAM or streams of network traffic; Systematically retrieve data or other Data from the Platform to create or compile a collection, compilation, database, or directory, whether by manual methods, web robots, or otherwise; License, sublicense, sell, rent, convey, pledge as security, lend, loan, lease, transfer, assign, reproduce, or distribute to a third party the Platform, Technology, or your rights to either, or otherwise encumber the rights and licenses granted hereunder; Copy, republish, download, display, post, save, disclose, modify, store, co-brand, alter, or transmit in any form or by any means any part of the Platform or Technology, or create compilations or derivative works of the Platform or Technology or any part thereof; Dissemble, decompile, reverse-compile, translate, adapt, reverse-engineer, or otherwise attempt to derive any part of the Platform or Technology or its method of operation; Access the Platform or Technology in order to build similar or competitive websites, platforms, or services; or Use, display, mirror, or frame any part of the Platform or Technology, including archives, layout, design, or proprietary information contained therein or on any related webpage or form without our express written consent.
You are responsible for obtaining access to the Platform and for having all the equipment necessary to do so, even if that means you incur fees from a third party (such as an Internet Service Provider), including telephone, equipment, airtime, or Internet Service Provider charges. (We’ll often provide free access to our Platform for employees, independent contractors, or agents, though.)
17. Governing Law
The Agreement shall be governed by and construed in accordance with, the laws of the Hong Kong Special Administrative Region and each party irrevocably agrees that the courts of the Hong Kong Special Administrative Region are to have non-exclusive jurisdiction to settle any dispute which may arise out of or in connection with the Agreement and that, accordingly, any legal action or proceedings arising out of or in connection with the Agreement may be brought in those courts.
18. Data Collection.
Data displayed on the Platform are extracted from other platforms in a lawful manner. They are public data which are obtained without any illicit action and no illegal data is involved.