ZiiLife TERMS AND CONDITIONS
BETA VERSION 1.2 

25 May 2010

Copyright © 2010 Zii Pte. Ltd. All Rights Reserved 

This document contains the terms and conditions covering the supply and use of ZiiLife Services (e.g. ZiiDisk, ZiiJournal and ZiiMeet Services) provided on a standalone basis or bundled with hardware.

SECTION A - Supply of Services (including Services bundled with hardware), Licensing of Content, Software and Applications

1.    APPLICATION OF TERMS AND CONDITIONS
2.    VARIOUS POLICIES
3.    CONDITIONS OF WEB SITE USAGE
4.    MINIMUM AGE FOR INDIVIDUALS
5.    ELECTRONIC SIGNATURES AND CONTRACT FORMATION
6.    Zii ACCOUNT AND PASSWORD
7.    DATA STORAGE; ZiiDISK SERVICE
8.    ZiiJOURNAL SERVICE
9.    ZiiMEET SERVICE 
10.  SERVICE PLANS
11.  VALUE-ADDED SERVICES
12.  DURATION OF SERVICE CONTRACT
13.  PAYMENT TERMS
14.  PRICES
15.  TAXES
16.  OTHER CHARGES
17.  ORDER CONFIRMATION
18.  REFUSAL; CANCELLATION
19.  CONFIRMATION OF ACTIVATION
20.  REASONABLE USAGE
21.  INTERNET CONNECTION
22.  SECURITY
23.  RIGHTS TO USER'S MATERIAL
24.  DISPUTES WITH OTHER USERS
25.  USE OF SOFTWARE
26.  DOWNLOADING SOFTWARE 
27.  SOFTWARE LICENSING
28.  DATA TRANSMISSION
29.  TECHNICAL IMPROVEMENTS AND MAINTENANCE
30.  SERVICE OUTAGES
31.  AVAILABILITY
32.  PROMOTIONS
33.  NO RESALE OF SERVICES WITHOUT CONSENT
34.  PROHIBITED USE OF THE SERVICES
35.  SERVICE AND SUPPORT
36.  NO WARRANTY
37.  LIMITATION OF LIABILITY
38.  EXCLUSION OF LIABILITY
39.  INDEMNIFICATION
40.  SET-OFFS
41.  FORCE MAJEURE
42.  HEADINGS; INTERPRETATION
43.  INTELLECTUAL PROPERTY 
44.  LINKS TO THIRD PARTY WEB SITES
45.  SUSPENSION AND RESUMPTION OF SERVICES BEFORE       CONTRACTUAL TERMINATION
46.  TERMINATION WITHOUT CAUSE
47.  TERMINATION WITH CAUSE
48.  SUBSEQUENT NEW SERVICE CONTRACT
49.  GOVERNING LAW; FORUM; LEGAL COSTS
50.  SEVERABILITY; NO WAIVER
51.  NO THIRD PARTY RIGHTS
52.  NO ASSIGNMENT
53.  NO MODIFICATION BY YOU
54.  ADDITIONAL TERMS AND CONDITIONS
55.  COPY OF ZiiLIFE TERMS AND CONDITIONS
56.  COMMENTS AND QUESTIONS

SECTION B - DEFINITIONS 

SECTION A - Supply of Services (including Services bundled with hardware), Licensing of Content, Software and Applications

1. APPLICATION OF TERMS AND CONDITIONS.  The following terms and conditions (Terms and Conditions) shall govern the supply by the entity, named on the invoice ("our", "us" or "we") to You ("You" or "Your") of Service(s), Content, Software and/or Application(s) provided by us.  By ordering Service(s), Content, Software and/or Application(s) when using the Site or by accepting the Service(s), Content, Software and/or Application(s) described on the invoice rendered to You, You agree to be bound by and accept these Terms and Conditions.  These Terms and Conditions represent the entire agreement between us and You, superseding any prior agreements concerning the same subject matter.  We, at our sole discretion, may amend, change, modify or otherwise update the terms and conditions ("Updates") at any time without notice to You.  Such Updates shall be effective immediately upon posting onto the Site.  We urge You to check for any Updates each time You visit the Site and to review them.

You shall not acquire ownership of any Content, Software or Application(s) (including any portion of a product purchased or acquired from us or our affiliated company that may constitute firmware or other software) of which You download, access and/or use pursuant to these Terms and Conditions and/or the software license agreement.  You acquire only the right to download, access and/or use as permitted pursuant to these Terms and Conditions in strict accordance with the terms in the applicable software license agreement.  With respect to Content, Software and Application(s), use of any of the terms "sale", "sold", "purchase", "supply", "supplied" or "provided" in these Terms and Conditions are for convenience only, in place of the word "license" and do not supersede or change the meaning or effect of this paragraph. 

2. VARIOUS POLICIES. BY ACCESSING THE SITE, YOU SIGNIFY YOUR AGREEMENT TO THE PRIVACY POLICY AND OTHER POLICIES FOUND ON THE SITE, WHICH ARE INCORPORATED HEREIN BY REFERENCE.  PLEASE READ THESE POLICIES CAREFULLY.  Certain policies below govern and are applicable to Your Order(s) and/or other transaction(s) at the Site, including post-activation arrangements.  They are hereby incorporated by reference:
(i)   Privacy Policy
(ii)  Payment Policy
(iii) Zii$ Policy

You acknowledge, agree and understand that each of the above policies are subject to change from time to time and shall be deemed effective immediately upon the posting of such changes on the Site.

3. CONDITIONS OF WEB SITE USAGE.  BY ACCESSING THE SITE, YOU SIGNIFY YOUR AGREEMENT TO THE CONDITIONS OF WEB SITE USAGE WHICH ARE INCORPORATED HEREIN BY REFERENCE.  PLEASE READ THE CONDITIONS OF WEB SITE USAGE CAREFULLY.  Your use of each component Service(s) is subject to Your acceptance of, and compliance with, the respective Conditions of Web Site Usage for the Sites including ziilife.com.

4. MINIMUM AGE FOR INDIVIDUALS.  Under these Terms and Conditions, any person who is 13 or older, or the applicable age allowed for entering such contracts in the relevant jurisdiction (but in any event not younger than 13), may order and/or access Services (including Services bundled with hardware), Content, Software and/or Applications from us.  By agreeing to a Service Contract with us or otherwise transact with us under these Terms and Conditions herein or any Service Contract, You are representing to us that You are at least 13 years of age, which is also the minimum age required to access the Site, or the applicable allowable age (which shall not be less than 13).  If You are 13 or older but under the age of 18, You should review these Terms and Conditions with Your parent or guardian to make sure that You and Your parent or guardian understand these Terms and Conditions.  A higher minimum age requirement may be applicable for some Services, Content and features.

5. ELECTRONIC SIGNATURES AND CONTRACT FORMATION.  Your use of the Site or any of its Service(s) includes the ability to enter into agreements and/or to make transactions electronically. YOU ACKNOWLEDGE THAT YOUR ELECTRONIC SUBMISSIONS CONSTITUTE YOUR AGREEMENT TO BE BOUND BY SUCH AGREEMENTS AND, IF APPLICABLE, TO PAY FOR TRANSACTIONS.  YOUR AGREEMENT TO BE BOUND BY ELECTRONIC SUBMISSIONS APPLIES TO ALL RECORDS RELATING TO ALL TRANSACTIONS YOU ENTER INTO ON THE SITE, INCLUDING, BUT NOT LIMITED TO, NOTICES OF CANCELLATION, POLICIES, CONTRACTS AND APPLICATIONS.

6. Zii ACCOUNT AND PASSWORD.  In order to access certain Service(s) or feature(s) of the Site(s), You must first create a Zii Account.  When creating a Zii Account, You must provide accurate, up-to-date and complete information about Yourself and/or for the minor under the age of 13 on whose behalf You are agreeing to the Conditions of Web Site Usage (if applicable).  Young persons under the age of 13 years are not allowed to create a Zii Account.  By Your accessing and using the Site(s), You are representing to us that You are at least 13 years of age, which is the minimum age required to access the Site(s), or if You are below that age that You have obtained the prior consent of Your parent or legal guardian who has read and fully understands the Conditions of Web Site Usage and acknowledges them as being applicable to all users of the Site(s).

Thereafter, You will choose a password for Your Zii Account.  You are solely responsible for maintaining the confidentiality of Your password.  In the event You learn of any unauthorized use or other security breach of Your Zii Account, You must immediately notify us as well as change Your password.  You are also responsible for all content and information stored, transferred and received under Your username and password or is in any way related to Your Zii Account.  Our employees and agents will not ask for Your password.  You should not reveal any personal information (except for Your e-mail address, date of birth and name) about Yourself or anyone else (for example Your home address or telephone number) if asked.

The e-mail address that You provide when registering for a Zii Account must be current, valid and exclusive to You.  You shall promptly notify us of any change in the information that You provided when You registered for a Zii Account (including without limitation, any change in Your e-mail address or telephone number).  In this regard, You also acknowledge that we may communicate with You using the e-mail address and other details that You have provided.
After You have accepted the Conditions of Web Site Usage and we in turn have accepted Your registration, You will receive our confirmation by e-mail that Your Zii Account has been set up. 

We may suspend or terminate Your Zii Account, Your password, and/or Your right to use the Service(s) and also delete any data stored under Your Zii Account, without notice and without liability to us, if: (i) You fail to comply with any of Your payment and/or other obligations under these Terms and Conditions or Your Service Contract, and/or (ii) we deem it necessary at our sole discretion.

7. DATA STORAGE; ZiiDISK SERVICE; “BONUS”.  Under certain Service Contracts (such as Service Plans allowing use of the ZiiDisk Service), we may provide data storage for Your own, non-assignable use.  The initial storage capacity provided will depend on the Service Contract.  The data storage enables You to use other Services like ZiiJournal and other Services.

7.1  Storage Limit.   If You reach or exceed the applicable storage space limit allotted to You , You will not be able to receive or add more data until the capacity record at Your Zii Account indicates that You are below the Storage Limit again.  You can only achieve this by deleting some data that You have previously stored using the ZiiDisk Service.  Until the capacity record indicates that You are below the Storage Limit, You will only be able to view, read or delete the stored data. 

7.2  No guarantee of data back up.Please note that notwithstanding any indication to the contrary, we do not guarantee that Your stored data will be backed up by us or that You will be able to retrieve the same even if Your Service Contract is unexpired.   You should arrange for Your data to be backed up using other independent storage media. 

7.3   Access to ZiiDisk Service after expiry or termination of Service Contract.   If Your Service Contract has expired or terminated, so long as (i) there has not been a contractual breach or other circumstances allowing us to suspend, restrict access or impose conditions, (ii) You still have a Zii Account and (iii) You are not subject to any restrictions or conditions, You may still be able to access the ZiiDisk Service for a, certain limited period determined by us. For month-to-month basis Service Contracts, Your access may be until 365 days after the commencement date irrespective of the date of contractual expiry or termination.  For annual basis Service Contracts, Your access may be until 365 days after the commencement of the last annual term irrespective of the date of contractual termination.

7.4   Subsequent new Service Contract to access stored data.    Notwithstanding the expiry or termination of a Service Contract, provided that the saved data has not been deleted, the User's data saved under the ZiiDisk Service may, under a new Service Contract, remain retrievable even if there has been a time gap between Service Contracts.   If You accept a new Service Contract, You may possibly be able to access Your data that You have previously stored using the ZiiDisk Service, subject to the storage capacity specified under the earlier Service Contract and the subsequent new Service Contract.  We do not, however, guarantee that Your data saved using the ZiiDisk Service will remain undeleted. 

7.5  "BONUS". The folder called "BONUS" that can be found when using the ZiiDisk Service is a service or feature available from time to time to ZiiDisk Service users.  "BONUS" content includes video clips, images, music/audio files, and/or text documents (collectively "the files") that may be varied or withdrawn at our sole discretion without notice. The files obtainable at "BONUS" may be downloaded for personal use only and must not be copied, shared, transferred, edited or used in any other work.  The copyright and other intellectual property rights to the Content belong to their respective owners and their consent must be directly obtained if You intend to use any or any part of their work.  We bear no responsibility for the contents, their visual or aural quality or the use or transfer of the files provided. The Content has not been checked for its accuracy or veracity.  It is purely for non-commercial entertainment purpose and should not be relied upon for any financial or other decision-making.  The files within this folder do not affect the applicable storage space limit allocated to You.

8.  ZiiJOURNAL SERVICE.   Under all Service Contracts for the ZiiDisk Service, we offer ZiiJournal Service for Your own, non-assignable use. ZiiJournal is a free, web-based journal service (the "ZiiJournal Service") which consists of a web interface media gallery that can be used to present digital photographs and images.  You shall not upload software or applications onto the media gallery.  In addition to a 'main journal', there is also a feature to create a 'mini journal' or 'mini journals'  using  part or all of Your collection of digital photographs and images stored under the ZiiDisk Service.   As part of the ZiiJournal Service, apart from displaying them, You can also delete Your digital photographs and images.  As part of the ZiiJournal Service, You may post and delete comments for the digital photographs and images.  These comments are stored separately and are not under the ZiiDisk Service (unlike Your digital photographs and images which are stored under the ZiiDisk Service).  

8.1     No download to PC storage from media gallery.  We do not provide the means for You to download or save as a back-up Your ZiiJournal entries or postings onto Your own PC or other means of storage.  You are therefore advised to save Your digital photographs and images elsewhere before accessing the Service and posting them onto the ZiiJournal media gallery.

8.2   Presentation or arrangement on the media gallery.  We claim no ownership over the presentation or arrangement of the Content on the media gallery made by the User under the ZiiJournal Service but You agree that we may remove, delete or cover any Content on the media gallery that is in breach of these Terms and Conditions, the Conditions of Web Site Usage or any of our policies.  Whether a breach has occurred shall be determined solely by us.  The author or intellectual property owner retains all patent, trademark, copyright and other intellectual property rights to all the Content(s) posted within available fields, and is responsible for protecting those rights, and is not entitled to the help of our personnel in protecting such Content or the intellectual property rights thereto.  Unless a work has been commissioned, the copyright in any presentation or arrangement (or divisible portion thereof) on the said media gallery that is a new work belongs to its author upon its publication (See also Sections 23 and 43 herein).  In the event You print, distribute or otherwise publish the presentation or arrangement of Your User Content, whether in whole or in part, You represent to us that You have all rights necessary to publish such Content or work (and for us to include such Content or work on our ZiiJournal Service) without violation of any intellectual property or other rights of third parties, or any laws or regulations.  We are not the arbiter of intellectual property disputes.

8.3    Access to ZiiJournal Service upon expiry or termination of Service Contract.  If Your Service Contract has expired or terminated,  so long as (i) there has not been a contractual breach or there are other circumstances allowing us to suspend, restrict access or impose conditions, (ii) You still have a Zii Account and (iii) You are not subject to any restrictions or conditions, You  may still, for a certain limited period determined by us, be able to access the ZiiJournal Service and view, upload any digital photographs or images onto the media gallery and remove them as well as add and edit the comments.  For month-to-month basis Service Contracts, Your access may be until 365 days after the commencement date irrespective of the date of contractual expiry or termination.  For annual basis Service Contracts, Your access may be until 365 days after the commencement of the last annual term irrespective of the date of contractual termination.

9. ZiiMEET SERVICE. The ZiiMeet Service comprises Internet-based communication services which may include, but are not limited to, (a) VOIP, (b) multi-party conferencing, (c) PSTN and (d) video calls.  The available PSTN minutes that You have at any point in time may have a bearing on Your ability to make certain calls using the ZiiMeet Service and the length of those calls.  You are therefore advised to check the records of Your available PSTN minutes, which You can do at Your Zii Account before making a ZiiMeet call.  There may be restrictions for making ZiiMeet calls to and/or from certain areas.

9.1  ZiiMeet Calls within a Select Area.   The monthly or annual fee(s) that You pay under a Service Contract gives You either free and unlimited or free but fixed bundled minutes and calling abilities only to a select group of countries as set out at zii.com. 

9.2  ZiiMeet Calls outside a Select Area.  ZiiMeet calls outside the group of countries (where permitted), including all cellular calls outside the same group of countries will be charged on a per-minute basis as set out at ziimeet.com.

9.3  ZiiMeet Charges and Rates.  Additional charges payable for ZiiMeet international calls (using PSTN) and multi-party conference calls may include a connection fee and a per-minute rate as set out at zii.com . The charges for a ZiiMeet call shall be based on one-minute increments. Fractions of each minute will be rounded up to the next minute.  The connection fee, where applicable, will be charged at the beginning of the call.  During the call, charges incurred will be deducted automatically from Your Zii$ Credit Fund.  Please refer to Section 13.2 on Payment by Zii$.

We may change the fees, charges and rates for ZiiMeet Service (including PSTN voice calls and multi-party conference calls) at any time without any notice.  You can choose whether or not to accept any new fees, charges and rates prior to Your following use of the ZiiMeet Service.  The new fees, charges and rates will apply to Your following chargeable call after the changes have been implemented.  You agree that by continuing to use the Services following the changes, You accept the new fees, charges and rates.   Please refer to Section 14 below.

9.4 ZiiMeet Number.  A ZiiMeet number, otherwise known as a SIP number, will be issued to You when You have registered and successfully activated the ZiiMeet Service.    We may refuse, change, suspend or terminate any ZiiMeet number allocated to You at any time for any reason, including but not limited to:

(i) if You fail to comply with these Terms and Conditions, the terms under Your Service Contract or any of the applicable additional terms and conditions;

(ii) if You fail to comply with any reasonable directions given by Zii Contact Centre personnel and/or our representatives and/or agents in relation to the Services made in accordance with these Terms and Conditions or the terms and conditions under Your Service Contract.

9.5 Call Quality.  We cannot guarantee that the ZiiMeet Service will function without disruptions, delays or other faults.  The ZiiMeet Service is provided "AS IS" and "AS AVAILABLE" (See Section 36).   As part of the ZiiMeet Service, data will be transmitted through the Internet and the PSTN.  On occasion, there may be power outages, Internet service disruption or other incidents and You may experience some disruptions e.g. packet loss and delay which may affect the quality of Your ZiiMeet call (See Section 30).

9.6 Call Content.    We do not monitor, control or have any knowledge of the content of any communication(s) made by those using the ZiiMeet Service.  The content of the communication is entirely the responsibility of the person who makes or repeats the communication.  You, therefore, may be exposed to content and material that are offensive, defamatory, illegal, harmful to minors, indecent or otherwise objectionable.   We and our affiliated companies disclaim all liability (See Section 38) and are entitled to be indemnified by You for such communications traceable to Your Zii Account even if You are not the maker of the communication (See Section 39).

9.7 Additional Features.  We may at our sole discretion add additional features or functions to the ZiiMeet Service or provide programming fixes, updates and upgrades.  You acknowledge and agree that we have no obligation to make available to You any subsequent versions of any Software or Application(s) You have earlier obtained from us. You also agree to the latest version of these Terms and Conditions each time You use the ZiiMeet Service.
 
9.8 Not a Telephone Service.  You acknowledge and understand that the ZiiMeet Service is not a telephone service.  Important distinctions exist between a telephone service and the ZiiMeet Service provided by us.  Some, but not all, of these distinctions are described in these Terms and Conditions.  The ZiiMeet Service is subject to a different regulatory treatment than telephone services.  To the furthest extent permissible, this treatment may limit or otherwise affect Your rights of redress before any regulatory agency, non-judicial or judicial forums.

9.9  No Emergency Calls. The ZiiMeet Service does not permit calls to emergency numbers (e.g. 999, 995, 991, 911) or other free or pay-per-call services.

9.10  No Operator Service. The ZiiMeet Service does not support calls to operator services.

9.11  No Collect Calls. The ZiiMeet Service does not support collect calls.

10. SERVICE PLANS.  After creating a Zii Account at ZiiLife.com, (i) You will automatically be allocated a free trial ZiiLife Starter Plan, unless You opt out.  (ii) If You agree to a ZiiLife Beta Plan or other Service Plan, it will automatically replace Your ZiiLife Starter Plan. (iii) If Your ZiiLife Beta Plan or other Service Plan expires and You have not agreed to another Service Plan or renewed where it is possible to, You will be allocated a new ZiiLife Starter Plan or its future replacement (if any) at our sole discretion. You may opt out of a ZiiLife Starter Plan at any time without penalty.  If You agree to a Service Plan, whether a free trial plan or a paid plan, each comprising a collection of Services e.g. ZiiDisk, ZiiJournal and/or ZiiMeet Services, You will be subjected to certain additional terms and conditions including those under Section 10 herein.

10.1   Service Plan Pricing.  Upon Your acceptance of a Service Plan where fees are charged, You agree to pay for the Service Plan for its entire duration as stipulated on the Order Confirmation.  If You terminate the Service Plan prior to its expiry date, You may not be entitled to a refund or You may be subject to different depreciated values depending on the termination date and You may be charged prorated amounts at our sole discretion as well as any other sums due. 

10.2 Upgrading of Service Plan.  You can upgrade to a higher Service Plan at any time, provided the dollar value of the new Service Plan is the same or higher than that of the current Service Plan.  If You have a VAS or add-on with the current Service Plan, the VAS or add-on will be automatically terminated upon termination of Your current Service Plan.  You may be entitled to a prorated refund for the terminated VAS or add-on in the form of credit value towards payment of the new Service Plan but not a cash refund.

You must pay the full annual fees towards the upgraded Service Plan.  Any prorated refund relating to the previous Service Plan will be credited towards the fees payable for the new Service Plan.  Only after the first completed contractual period of 12 months under a Service Contract will You be allowed to choose between payment on an annual basis or month-to-month basis.

Upon upgrading to a new Service Plan, You may be assigned a new payment cycle date which would be the start date of the upgraded Service Plan.  If You carry over Value-Added Services or add-ons that are linked to an earlier Service Plan, the payment due and/or renewal dates will also be realigned as solely determined by us to the new payment cycle date of the new Service Plan.  Where applicable, You will be entitled to a prorated refund in the form of credit value towards payment of the new Service Plan but not a cash refund.

10.3 Downgrading of Service Plan.  We do not allow any downgrading of Service Plans.  You will have to terminate the existing Service Plan and agree to a new Service Plan instead.

11.  VALUE-ADDED SERVICES.   Certain Services at the Site are offered as Value-Added Services.  The agreements for Value-Added Services are referred to as Service Contracts or simply as Value Added Services or VAS.  Value-Added Services may be offered on a stand-alone basis or as add-ons to supplement Service Plans.

12. DURATION OF SERVICE CONTRACT

12.1 Month-to-Month Basis. Certain Service Contracts are on a month-to-month basis for a duration that is not fixed when it is accepted.  Such Service Contracts continue on a monthly basis unless You give us an online or e-mail notice at least one (1) Business Day to terminate Your Service Contract before the end of the applicable monthly period.  If You terminate the Service Contract prior to the end of any monthly period, You will be responsible for the fees and charges to the end of the particular monthly period, including without limitation unbilled fees and charges under these Terms and Conditions or the terms of Your Service Contract, all of which immediately become due, payable and chargeable to Your credit card or deductible from Your Zii$ Credit Fund at our sole discretion.  Example MM1:  If a customer Mr A terminates the Service Contract on 12th July when his payment due is 18th day of each month, then he pays for the period until 18th July which is also the Service de-activation date.   Example MM2:  If a customer Ms B terminates the Service Contract on 23rd September when her payment due is the 20th day of each month, then she pays for the period until 20th October which is also the Service de-activation date.  Expiration of the term or termination of Service does not excuse You from paying all unpaid, accrued fees and charges due in relation to these Terms and Conditions and the terms of Your Service Contract.

12.2 Annual Basis. Certain Service Contracts are renewable on an annual basis for a term that begins on the date that we activate the Service for You and ends on the day before the same date in the following year at an hour of our sole discretion.  Such a Service Contract shall automatically renew on an annual basis without further action by You unless You terminate Your Service Contract before the end of the annual term by giving the requisite written notice to us.  You are contracting for the Services for full annual terms, meaning that if You terminate the Service Contract prior to the end of an annual term, You will be responsible for the fees and charges for the entire annual term (i.e. without any prorated refund), including without limitation unbilled fees and charges under these Terms and Conditions or the terms of Your Service Contract, all of which immediately become due, payable, and chargeable to Your credit card or deductible from Your Zii$ Credit Fund at our sole discretion.  Example AB1:  If a customer Ms C terminates the Service Contract on 11th June when her annual term expires 31st October of the same year, then she pays for the period until 31st October that year.  Example AB2:  If a customer Mr D terminates the Service Contract on 8th July when his annual term expires 15th February of the following year, then he pays for the period until 15th February that following year.  Expiration of the term or termination of Your Service Contract does not excuse You from paying all unpaid, accrued fees and charges due in relation to these Terms and Conditions and the terms of Your Service Contract.  It is within our sole discretion to offer a discount of the payment due upon such early termination of Service Contracts by Users.

12.3   Other Fixed Term Basis.   Certain Service Contracts are on other fixed terms rather than on an annual basis.

13. PAYMENT TERMS.  You shall pay us any applicable fees and charges based on the applicable rates stated on the Site in connection with our supply of, and Your use of, any Service(s) other than a free Service or free feature and for any Software and/or Application(s) other than free software and/or free application(s).  You shall make payment using a payment method accepted by us only as indicated this Section 13 (and not our Payment Policy),  i.e. paying by credit card, by PayPal or with Your  valid Zii$ credits in Your Zii$ Credit Fund, unless the payment method is excluded or suspended by us.  Your payment ability must be verifiable by us prior to our acceptance of Your Order.  You permit us to contact and verify Your details and credit status with Your credit card issuing institution at any time after You submit Your Order. 

13.1  Payment by Credit Card. Only Visa or MasterCard credit cards are acceptable.  Payment is subject to the approval of the institution issuing the credit card and we shall not be liable in any way if the institution refuses to approve the payment for any reason.  Prior to the payment for any Service(s), Software and/or Application(s) on the Site, You must provide us with a valid credit card number and associated payment information including all of the following: (i) Your name as it appears on the card, (ii) Your credit card number, (iii) the credit card type, (iv) the date of expiration and (v) any activation numbers or CVV codes needed to charge Your card.  By submitting that information to us, You hereby agree that You authorize us to charge Your card any time at our convenience but within thirty (30) days of credit card authorization.  Credit card transactions will be processed in Singapore.  Certain credit card issuing institutions may consider Your Order an overseas transaction and may impose an overseas transaction fee.   You should check with Your credit card issuing institution for details prior to making payment. 

You must enter a valid credit card number when requested to activate a Service.  If You intend to activate a free trial Service Plan, Your credit card details are required.  If (i) Your credit card expires, (ii) You terminate Your trial Service Plan, (iii) Your billing address changes, or (iv) Your card is suspended, cancelled or replaced e.g. owing to loss or theft, You must immediately advise us by recording the change in Your credit card information at Your Zii Account.  We will bill all charges monthly, yearly or in accordance with Your Service Contract’s billing cycle and any other applicable fees and charges to Your credit card, including but not limited to activation fees, service fees, surcharges, applicable taxes, international usage charges, advanced feature charges and handling charges.  For more information, please refer to our Payment Policy.

We may at any time stop accepting credit cards from one or more issuers without notice to You.

13.2 Single-use or Disposable Credit Cards.  We accept single-use or disposable credit cards or virtual credit card numbers at our sole discretion.  If You use such a card or virtual number to effect payment for a Service Contract or to activate a Service or feature and such use results in our being unable to collect the due payment, You will be subject to a US$500.00 fee as liquidated damages and not as a penalty, plus any debt collection agency and legal fees incurred by us to collect any unpaid fees and charges and such liquidated damages.

13.3 Payment by PayPal.  If You choose PayPal as Your mode of payment, You will be directed to the official PayPal web site through the "PayPal Express Checkout".  You will be required to log into Your PayPal account before proceeding to make payment by PayPal.  The Services that You have ordered from us will only be activated after the transfer of funds has been confirmed by PayPal.  You will be informed via a real-time online message if Your payment has NOT been successfully processed.

13.4 Payment by Zii$.  If You wish to pay with Zii$, You will need sufficient Zii$ credits in Your credit fund ("Your Zii$ Credit Fund").  Zii$ credits may only be purchased using Your credit card at any time, or they may be awarded to You under the terms of a promotional voucher, or other means which may be introduced by us. 

Any particular tranche of Zii$ credits in Your Zii$ Credit Fund will automatically expire 12 months (until the end of the calendar month)  from the date of its purchase or according to the terms of any promotional voucher or notice from us.  The effective date of expiry occurs on the first day of every month, at 00:00 hours Singapore time (+0800 hours GMT).

You may check Your Zii$ Credit Fund balance by accessing the record feature after logging into Your Zii Account.  In the event that Your Zii$ balance falls to or near Zii$0, we may take reasonable steps to remind You to top up Your Zii$ Credit Fund.  However, You are solely responsible for ensuring that You have sufficient valid Zii$ credits in Your Zii$ Credit Fund at all times.  We will not be responsible if any warning e-mails are not sent or are not received by You.

Zii$ credits may be redeemed for select offers made from time-to-time. The redeemed items (e.g. products, Services or Content) are non-refundable unless mandatory under applicable law. 

Please refer to the Zii$ Policy.

13.5 Billing Disputes by You.  You must notify us in writing within seven (7) calendar days of the invoice date if You dispute any charges in respect of payments to us, otherwise such dispute will be deemed waived by You.  Your notification of any billing discrepancy or dispute must be sent to Zii Contact Center in writing.

13.6  Automatic Renewal.  We will use reasonable commercial efforts to inform Users who have fully paid Service Contracts, of any change to fees, charges and rates at least thirty (30) days prior to such changes, by sending an e-mail to their e-mail address in our records.  You authorize a recurring monthly or annual charge to Your credit card in exchange for use of the non-trial Services as indicated by published standard plans or customized quote provided.  You also agree that the enrollment for the next contractual period is automatically charged unless Your Service Contract has been terminated earlier.  We may offer trial Services that require Users to provide credit card information which may be used later by us when payment is due upon conversion  to a paid Service Contract at the end of the free trial period.  If the card transaction fails at the end of the free trial period, an e-mail will be sent or a call made requesting the User to agree to a new Service Contract which the User can then accept on-line.  In such a case, if the User declines to agree to a new Service Contract or delays acceptance, we may discontinue provision of trial Services to the User immediately or at any time at our sole discretion.  Any digital files or other content will be deleted at any time at our sole discretion.  

14. PRICES.  All prices quoted at the Site are in the currency as stated.  The full price payable in respect of Your Order will be reflected in the cart summary and the invoice.  If we are required by any authority to pay any tax, fee or charge in respect of Your Order, we may accordingly invoice You for the amount and You shall pay us the said amount via credit card payment or other means that we accept at our sole discretion. 

14.1 Rate and Price Changes.  We may change the rates and prices of our Services, Content, Products, Software, Applications and/or features available at the Site(s) at any time without notice other than to Users with Service Contracts.  We will use commercially reasonable means to notify such Users via e-mail or by other means at least fourteen (14) days before the change takes effect.  New fees, charges and rates for ZiiLife Services will be set out at www.zii.com.  New fees, charges and rates for the ZiiMeet Service will be set out at www.zii.com.

14.2 New Rates commence for User's next Payment Cycle.  Should we change the fees, charges and rates under Your Service Contract (including any trial Service Plan) after its commencement, we will notify You via e-mail or by other means at least fourteen (14) days in advance of the coming into effect of the change in Your following payment cycle.  You have until the next due date of payment for Your Service Contract to choose whether or not to accept the new fees, charges and rates.  The new fees, charges and rates will only take effect from Your next payment cycle date.  You agree that by not terminating Your Service Contract or continuing to use the Service(s) following the introduction of the new rates and charges, You accept the new fees, charges and rates.

15. TAXES.  You shall bear all applicable taxes and duties.  Only Users who are obliged to pay Singapore Goods and Services Tax will be invoiced this tax.  Other taxes may be applicable depending on Your jurisdiction. 

16.  OTHER CHARGES.  Other applicable charges will be reflected separately in the cart summary and the invoice and are payable by You.  These charges may vary depending on Your location. 

17. ORDER CONFIRMATION.  All Orders will require a valid e-mail address.  We will send an Order Confirmation via e-mail as an acknowledgement of Your Order.  The Order Confirmation time may vary due to, without limitation, factors such as Content, Software or product availability or the credit card approval process.  We may, at any time and without notice, cancel or limit the quantity of any item(s) ordered.  Where there is a limit to the quantity we supply, the new quantity will be stated on the Order Confirmation and we shall accordingly reduce the amount charged to You.

18. REFUSAL; CANCELLATION.  We shall have the right to refuse any Order from You without cause or explanation, and we shall not be held liable for the refusal of any Order.  An Order may not be cancelled at Your request once it has been confirmed and is being processed.  Order cancellation by You shall not be permitted unless we have provided You with written authorization. Whether or not we issue a written authorization for Order cancellation shall be decided at our sole discretion.  Order cancellation may be subject to further terms and conditions that may include, but are not limited to, cancellation charges.  All amounts paid to us are not refundable.

19.   CONFIRMATION OF ACTIVATION. The supply of Services to You will not commence until You receive an e-mail from us confirming that the supply of Services to You has been activated.

20.  REASONABLE USAGE.  In using the Site and its Services, You shall make only reasonable usage of our bandwidth that we have made available to You at any particular point in time regardless of the storage capacity under Your Service Contract.  In the event of any dispute on whether Your use constitutes reasonable usage, our decision at our sole determination shall be final.   You represent to us that all the information that You provide to us for the purpose of any investigation we may conduct (but without obligation to conduct) shall be true and accurate.
 
Unless specified otherwise in writing under Your Service Contract, the Services provided to You pursuant to Service Contracts are designed for consumer and non-commercial use.  If You are intending to use the Services for commercial purposes, You should contact us for a business-tailored Service Contract designed for commercial use.  We have the sole right to determine what qualifies as consumer use or business use, based on a number of criteria, including but not limited to average monthly usage or usage patterns.  Any excessive use of the Services, as solely determined by us, may subject You to additional fees and charges, suspension and/or immediate termination of the Services and/or Your Zii Account without notice. 

We may suspend or stop Your use of or access to the Services and/or Your Zii Account at any time on the following grounds:  (a) we reasonably suspect that You are intentionally using the Services in contravention of any applicable law, and fail to cease such action within seven (7) days of being notified by us of such contravention; (b) we determine that the provision of the Services and/or Your use has an adverse network impact; (c) You do or allow anything to be done which at our sole determination may jeopardize the operation of the Site, its Services or the network.

21. INTERNET CONNECTION. We shall not be responsible for any connection or access to the Site by You or the quality of the transmission of any information passing between You and the Site.  You will be responsible for providing Your own equipment and means to access the Site via the Internet, and the Internet access charges thereon.

22. SECURITY. Certain data transmissions between the Site and its servers are protected by certain technology and security measures including security software which follow certain protocols designed to enhance security.   Although these are implemented, we do not guarantee that Your data are secure at any stage within the Site and its servers or that transmissions with Your data will be free from delay, interruption, interception or error.  Certain Services further require You to register, use passwords and/or digital signatures and provide credit card information to us.  While we will use reasonable endeavors to provide reasonable precautions to protect any information or material that is confidential in nature, we also do not guarantee that Your data transmitted over the Internet is secure or that such transmissions will be free from delay, interruption, interception or error.

23. RIGHTS TO USER'S MATERIAL.  If You send any communication or materials to the Site by electronic mail or otherwise, including any comments, data, questions, suggestions or the like, all such communication and materials are, and will be treated as, non-confidential and non-proprietary.  Thus, You give up any claim that any use of such material violates any of Your rights including moral rights, privacy rights, proprietary or other property rights, publicity rights, rights to credit for material or ideas, and any other right, including the right to approve the way we use such material.

Any material submitted to this Site may be adapted, displayed, broadcast, changed, copied, disclosed, licensed, performed, posted, published, sold, transmitted, distributed or used by us anywhere in the world, in any medium, forever.  Furthermore, we are free to use, without any compensation to You, any concepts, ideas, know-how or techniques contained in any communication You send to the Site for any purpose whatsoever, including but not limited to developing, manufacturing and marketing products, content and services using such information.  However, You agree and understand that we are not obligated to use any such ideas or materials and You have no right to compel such use.

By submitting and downloading any material to and from the Site, You are deemed to have all responsibility and have checked and represent that You have earlier verified that copyright ownership and have obtained all licenses pertaining to any and all material You use and You agree to leave us and our affiliated companies wholly and irrevocably free of any liability.

We shall have the right, but not the obligation, to monitor the content on the site, including chat rooms and forums, and we shall have the right to remove or delete any material (including Your User Content) that we, at our sole discretion, find to be in violation of any laws, codes, rules or regulations.  We shall have the right to remove any material (including Your User Content) submitted to or posted on the Site.  Without limitation to the foregoing, we shall have the right to remove any material (including Your User Content) that we, at our sole discretion, find to be in violation of the provisions hereof or otherwise objectionable or inappropriate without having to assign any reason therefor.

24. DISPUTES WITH OTHER USERS. You are solely responsible for Your interactions with other Users.  We may, but have no obligation to, become involved in any way with disputes between You and other Users.

25.  USE OF SOFTWARE. We may offer certain Software or Application(s) to enable You to use the Service or to use with or as part of the Service.  We may automatically check Your version of the Software after You have installed it on Your computer without notification.  We may automatically download upgrades to such Applications to Your computer to update, enhance and further develop the Service.  You will not disassemble, decompile, or reverse engineer, any Software or Applications made available, except and only to the extent that such activity is expressly permitted by us in writing.   The Software and its use are subject to all applicable laws and regulations.  You must comply with all domestic and international export laws and regulations that apply to the Software or Application(s). These laws include restrictions on destination, end-users and end use.

26. DOWNLOADING SOFTWARE.  For Software or Application(s) ordered, upon successful transaction including making any required payment at zii.com, You will be able to download the Software or Application(s) from either zii.com and/or ziilabs.com after accepting the relevant license agreement.  Should You encounter problems with downloading of the Software or Application(s) and require assistance, please contact Zii Contact Center.

27. SOFTWARE LICENSING.  All Software and Application(s) provided by us or our affiliated companies are subject to the license agreement that is part of the package or displayed during the installation process.    You agree to be bound by such license agreement once the package is opened, when the Software or Application is installed or upon clicking to indicate acceptance of the license terms whichever is earlier.  We reserve all other rights to the Software or Application(s) that are not expressed in the terms of the license.  We, our affiliated companies or our licensors own the title, copyright and other intellectual property rights in such Software or Application(s).  We do not provide any warranty for the Software or Application(s).  Any risks involved in downloading, installing and the use or the inability to use the Software or Application(s) will be borne solely by You.  Warranties, if any, for Software or Application(s) may be contained in the license agreement from the software licensor.  Unless indicated otherwise, the Software or Application(s) license to You may terminate on the date Your Service Contract expires or terminates, or should Your Zii Account terminate for any reason.

28. DATA TRANSMISSION.  You acknowledge that data, including e-mail, electronic communications and personal financial data, may be accessed by unauthorized third parties when communicated between You and us, using the Internet, other network communications facilities, telephone or any other electronic means.  You agree to use software produced by third parties, including, but not limited to, a browser application that supports a data security protocol compatible with the protocol used by us.  We are not responsible for notifying You of any upgrades, fixes or enhancements to any such applications or for any compromise of data transmitted across computer networks or telecommunications facilities, including, but not limited to, the Internet.

29. TECHNICAL IMPROVEMENTS AND MAINTENANCE.  We may change or introduce technical features in order to keep pace with the latest demands and technological developments or to comply with any regulations.  We may have to repair, improve, and/or upgrade the Services and features and this may require us to restrict, limit, suspend, interfere and/or interrupt the Services and features.

30. SERVICE OUTAGES. The Services can fail for a number of reasons. Some possible reasons are:

• Internet outage, including loss of connectivity, suspension or termination of Your Internet service, or the blocking of ports by Your broadband or Internet service provider and/or Local Area Network issues.
• Suspension or termination of Your Service Contract or Your Zii Account.
• In addition, a local or national disaster or incident and subsequent spike in use may result in long connection times, busy signals or failure to connect.

You acknowledge and understand that the Services do not function in the event of an Internet outage. Should there be an interruption in the Internet connection, the Services will not function until the connection is restored.  You also acknowledge and understand that the Services require a fully functional broadband connection to the Internet (which is not provided by us) and that, accordingly, if there is any termination of broadband service with or by Your Internet service provider ("ISP") and/or broadband provider, the Services will not function.  If there is an interruption in the power supply and/or ISP/broadband outage, the Services will not function until the power supply and/or ISP/broadband outage is fixed and fully connected.

You acknowledge that we are not responsible for any service outage related to the loss of electrical power, connectivity, suspension or termination of Your own Internet service, the blocking of ports by Your broadband or Internet service provider, suspension or termination of Your Service Contract or Your Zii Account or any failures resulting from local or national disasters or incidents.

31. AVAILABILITY.  The Services, Content, Products, Software, Applications and features displayed on the Site may not be available in Your particular country or location.  The reference to such Services, Content, Products, Software, Applications and features on the Site does not imply or warrant that the Services, Content, Products, Software, Applications or features will be available to You at Your particular location.  You should check for the availability of specific Services, Content, Products, Software, Applications or features in Your area.  We may from time to time introduce new Services, Content, Products, Software, Applications and features.  For this or other reasons, we may discontinue Services, Content, Products, Software, Applications or features at any time without notice.

32. PROMOTIONS.   Any offer, promotion or discount is only valid in accordance with its written terms and cannot be combined with any other offer, promotion or discount. 

33. NO RESALE OF SERVICES WITHOUT CONSENT.  You agree not to, and will not, sell, resell or transfer the Services to any other person for any purpose, or make any charge for the use of the Service, without the prior written permission from us.  You agree that if we determine at our sole discretion that You have used the Service, and/or anyone else has used the Service for any activities and purposes prohibited by this section we may immediately charge You our highest published rates for all periods, including past periods, in which You have used the Services for such prohibited activities together with a US$100.00 administrative fee for same, and that we may immediately charge these amounts on Your credit card without notice to You.  We may immediately terminate the supply of Services or the Service Contract and/or modify the supply of Services or the Service Contract, if we determine, at our sole discretion, that the Service is being used for such prohibited activities or in any other manner prohibited by these Terms and Conditions.  In addition to and without prejudicing or waiving any other remedies that we are entitled to, we may, after determining at our sole discretion that You have violated this section, retroactively charge You US$1 per minute for all non-international ZiiMeet calls made since the activation of Your account.  Violation of this section with respect to international calls will likewise cause You to be retroactively billed at the then current highest rates published.

34. PROHIBITED USE OF THE SERVICES.  You agree to use the Services only for lawful purposes.  You agree not to use the Services for any unlawful purpose, including for example, using the Services in a way that (i) interferes or aims to interfere with our ability to provide the Services to You or other Users, or (ii) avoids or aims to avoid Your obligation to pay for the Services.  You also agree not to use the Service for transmitting or receiving any communication or material of any kind which would (i) constitute a criminal offense, give rise to a civil liability or otherwise violate any applicable local, state, national or regional law or (ii) encourage conduct that would constitute a criminal offense, give rise to a civil liability, or otherwise violate any applicable local, state, national, regional, or international law.  We may terminate the Service(s) immediately and without notice if we, at our sole discretion, believe that You have violated the above restrictions, leaving You responsible for the full charges to the end of the current term, including without limitation unbilled fees and charges, all of which immediately become due, payable and chargeable to Your credit card.  If we, at our sole discretion believe that You have violated the above restrictions, we may forward the objectionable material, as well as Your communications with us or any of our affiliated companies and Your personally identifiable information to the appropriate authorities for investigation and prosecution, and by using the Service(s) You hereby consent to any such forwarding.   You agree that You are responsible for Your own submissions, entries and postings as well as for any consequences thereof. 

35. SERVICE AND SUPPORT.  We will endeavor to provide You with customer and technical support.  When contacted, the support personnel at the Zii Contact Center will attempt to address problems You have with the Service(s) or Zii-branded software via e-mail.  You may initiate the communication at the Zii Support Web Page support.zii.com.  Any defect or problem encountered with any third party product(s), Software or Application(s) including those purchased at the Site must be referred by You directly to the manufacturer or software licensor since the Zii Contact Center will only assist You with Zii-branded products and Zii-branded software/applications.  We may, at our sole discretion, revise our service and support programs and the terms and conditions that govern them without notice.

36. NO WARRANTY.  The information and material on the Site is provided for informational and/or entertainment purposes only.  Your access to and use of the Site are entirely at Your own risk.  The Site is provided "AS IS" and "AS AVAILABLE" and to the maximum extent permitted by applicable law, we disclaim all representations and warranties, express or implied, regarding the Site, including, without limitation, its fitness for a particular purpose, its quality, merchantability, performance, non-infringement of third party rights, accuracy, completeness or other characteristics, or the results obtained by using the Site.  We do not warrant that the Site is free from bugs, viruses, errors, or other program limitations, nor do we warrant access to the Internet or any other service through the Site.  Some states and countries do not allow the exclusion of implied warranties, so the above exclusions may not apply to You depending on the relevant jurisdiction.  In that event, any implied warranties are limited in scope to the extent permitted by applicable law.

37. LIMITATION OF LIABILITY.  YOU AGREE THAT YOUR SOLE REMEDY FOR OUR BREACH OF THESE TERMS AND CONDITIONS, AND OUR SOLE AND EXCLUSIVE MAXIMUM LIABILITY, SHALL NOT IN ANY EVENT EXCEED THE TOTAL PRICE ON OUR INVOICE FOR THE SERVICE(S), SOFTWARE AND/OR APPLICATION(S) THAT HAS BEEN PAID BY YOU. 

38. EXCLUSION OF LIABILITY.   IN NO EVENT WILL WE OR ANY OF OUR DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES OR AFFILIATED COMPANIES OR THE DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES OF OUR AFFILIATED COMPANIES BE LIABLE TO YOU OR ANYONE ELSE FOR ANY CLAIM FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE LOSS OR DAMAGE FOR ANY BREACH OF THESE TERMS AND CONDITIONS, INCLUDING BUT NOT LIMITED TO ANY LOSS OF PROFITS, LOSS OF SAVINGS, LOSS OF BUSINESS OR GOODWILL, LOSS OF USE REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF IT WAS FORESEEABLE OR THE POSSIBILITY OF SUCH DAMAGES WAS BROUGHT TO OUR ATTENTION.  SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, OR EXCLUSION OR LIMITATION OF LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, SO SOME OF THE LIMITATIONS HEREIN MAY NOT APPLY TO YOU.  IN THAT EVENT, RECOVERABLE DAMAGES WILL BE LIMITED IN SCOPE AND AMOUNT TO THE LEAST ALLOWABLE BY APPLICABLE LAW.
 
39. INDEMNIFICATION.  You agree to indemnify, defend and hold us and all of our agents, directors, officers, shareholders, employees, contractors, content/information providers, licensors and licensees and our affiliated companies as well as the agents, directors, officers, shareholders, employees, contractors, content/information providers, licensors and licensees of our affiliated companies, (collectively "Indemnified Parties") harmless from and against any and all liability and costs (including, without limitation, attorneys' fees and costs), incurred by the Indemnified Parties in connection with any claim arising out of any breach by You of these Terms and Conditions or the foregoing representations and covenants.  You will cooperate as fully as reasonably required in the defense of any claim.  We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You and You shall not in any event settle any matter without our prior written consent.  

40. SET-OFFS.  You shall not be entitled to set-off any claim(s) or amount(s) unless a relevant claim or amount has been approved by us in writing or such relevant claim or amount has already been fully adjudicated (without the possibility of further appeal) or certified by a court of law in Singapore.

41. FORCE MAJEURE.  WE SHALL NOT BE LIABLE IF WE ARE UNABLE TO PERFORM ANY OF OUR OBLIGATIONS CONTAINED IN THESE TERMS AND CONDITIONS OR ANY ORDER, TRANSACTION OR RELATED DOCUMENTS OR ANY DELAY IN PERFORMANCE, DUE TO, DIRECTLY OR INDIRECTLY,  THE FAILURE OF ANY EQUIPMENT, MACHINERY, SYSTEM OF AUTHORIZATION, DATA PROCESSING OR COMMUNICATION SYSTEM OR TRANSMISSION LINK OR ANY INDUSTRIAL DISPUTE, STRIKES, LABOR DIFFICULTIES, RIOT, WAR, GOVERNMENT INTERVENTION, EMBARGOES, FLOOD, FIRE, EXPLOSION, EPIDEMICS, ACTS OF GOD, LATE DELIVERIES BY SUPPLIERS OR ANY OTHER EVENTS OR OTHER DIFFICULTIES WHICH ARE BEYOND OUR CONTROL, OR THE CESSATION OF OUR BUSINESS.  QUANTITIES ARE SUBJECT TO AVAILABILITY.  IN THE EVENT OF DIFFICULTIES OR SHORTAGES, WE MAY ALLOCATE SERVICES AT OUR SOLE DISCRETION.

42. HEADINGS; INTERPRETATION. Unless the context requires otherwise:
  i.  section headings are for convenient reference only and have no effect in limiting or extending the language of the provisions to which they refer.  Such headings shall be ignored in the interpretation or construction of any of the terms and conditions;
 ii.  words importing a gender include any other gender;
iii.  words importing the singular include the plural and vice versa;
iv.  a reference to a person includes a partnership and a body, whether corporate or otherwise;
v.   a reference to a clause is a reference to a clause in these Terms and Conditions;
vi.  a reference to a party includes that party? lawful successors and permitted assigns;
vii. where a word or phrase is given a particular meaning, the other parts of speech and grammatical forms of that word or phrase have corresponding  meanings;  and
viii. no rule of construction applies to the disadvantage of a party solely because that party was responsible for the preparation of these Terms and Conditions or any part of it.
ix. This version of these Terms and Conditions in English shall prevail over any translation.

43. INTELLECTUAL PROPERTY. You acknowledge that we, our affiliated companies, our suppliers and/or licensors are the owner(s) of all right, title and interest in and to the intellectual property or other proprietary rights to the Service(s), Content, Products, Software, Applications and features, including any copyright, trademark, trade secret and patent rights therein. You shall not decompile, disassemble or otherwise reverse engineer any Products, Software, Application(s), feature, equipment or device supplied with the Service(s).

43.1 Acknowledgement of Ownership. You agree that the Service, including but not limited to Content, graphics, audio clips, video clips, and editorial content, contains proprietary information and material that is owned by us, our affiliate companies, our and/or our affiliated companies’ licensors and/or their respective owners, and is protected by applicable intellectual property and other laws, including but not limited to copyright, and that You will not use such proprietary information or materials in any way whatsoever except for use of the Services in compliance with the terms of these Terms and Conditions. No portion of the Service may be reproduced in any form or by any means, except as expressly permitted hereunder. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Service in any manner, and You shall not exploit the Service in any unauthorized way whatsoever, including but not limited to, trespassing or burdening network capacity.

43.2 Removal of Content or Other Materials. Notwithstanding any other provision of these Terms and Conditions, we and our licensors reserve the right to change, suspend, remove, or disable access to any, Content, other materials or features comprising a part of the Services at any time without notice. In no event will we be liable for the removal of or disabling of access to any such Content, materials or features under these Terms and Conditions. We may also impose limits on the use of or access to certain features or portions of the Services, at any time, and without notice or liability.

43.3 Copyright. All copyright in and to the work and material constituting or accessible from using the Services, including but not limited to, the ZiiLife Services (including the Content, compilation of materials, postings, links to other Internet resources, and descriptions of those resources), the features, software and applications, are owned by us, our licensors, our affiliated companies and/or their licensors, who reserve all their rights in law and equity. THE USE OF THE CONTENT, SOFTWARE, APPLICATIONS OR ANY PART OF THE SERVICE, EXCEPT FOR USE OF THE SERVICE AS PERMITTED IN THESE TERMS OF SERVICE, IS STRICTLY PROHIBITED AND INFRINGES ON THE INTELLECTUAL PROPERTY RIGHTS OF OTHERS AND MAY SUBJECT YOU TO CIVIL AND CRIMINAL PENALTIES, INCLUDING POSSIBLE MONETARY DAMAGES, FOR COPYRIGHT INFRINGEMENT.

44. LINKS TO THIRD PARTY WEB SITES. Links to third party web sites from the Site are provided solely for Your convenience. You are advised to check the privacy policies and terms of use of those third party web sites before providing Your personal information to them. We have not reviewed these third party web sites, do not control and are not responsible for any of these web sites, their content, their privacy policies or their terms of use. We do not endorse or make any representations for these web sites, or any information, products, services or materials found therein. Access to and use of such other web sites is solely at the User's own risk and subject to any terms and conditions applicable to such access and use.

45. SUSPENSION AND RESUMPTION OF SERVICES BEFORE CONTRACTUAL TERMINATION. We may suspend the provision of Service(s) to You at any time at our sole discretion. If we suspend the Service(s) at our discretion without cause, You will be responsible for charges accrued to the date of any subsequent termination, including a pro-rated portion of the final applicable period charges. If we suspend the provision of Service(s) to You for cause, including without limitation, due to any violation by You of any terms of these Terms and Conditions, or any improper use of the Service(s) (such as, but not limited to, any attempts by You to hack, disrupt, or misuse the Service or Your acts or omissions that violate any of our policies or those of a third party provider which You, we or our affiliates are subject to) whether by You or traceable to Your Zii Account, You will be responsible for the full contractual period’s fees and charges to the end of the fixed term (or until termination if there is no fixed term), including without limitation unbilled fees and charges, all of which immediately become due, payable and chargeable to Your credit card. If a suspended Service is resumed because You cured the violation to our satisfaction, You will not receive a credit or refund for the period during which the Service was suspended or limited. If Your Service has been suspended and then reactivated, You will be charged a reactivation fee. You will not have to pay a new activation fee if reactivation occurs within seven (7) days of suspension. You are responsible for paying the full applicable period fee if the Service or feature is reactivated after the beginning of a new billing cycle.

46. TERMINATION WITHOUT CAUSE. Only trial Service Plan Users may terminate their Service Contracts without cause and without incurring a penalty at any time up to the penultimate day of a trial Service Plan (e.g. the 29th day of a 30-day trial Service Plan). Users with other Service Contracts will be sent a notification of billing after the completion of their trial period (if any), once their credit card is charged. At this point, Users are no longer in the trial period. Users with such Service Contracts who wish to cancel and seek a refund may do so within thirty (30) calendar days after being charged for their Service Contract. In such cases, only a partial refund equivalent to 70% of their payment or US$10, whichever is higher will be refunded. Other requests for refunds may be processed at our sole discretion. We shall have no obligation to maintain any data You have stored pursuant to Your use of the Service(s) or to forward any data to any third party.

47. TERMINATION WITH CAUSE. If You are in breach of any term of Your Service Contract or any term of these Terms and Conditions, we shall have the right to suspend and/or terminate any or all Services and/or business transactions with You. In addition, we shall have the right to terminate the Service Contract and/or these Terms and Conditions and/or any other relevant agreement between You and us, and cancel any outstanding Orders made by You. We may also exercise any other right or remedy available at law or in equity. All remedies are cumulative.

48. SUBSEQUENT NEW SERVICE CONTRACT. If Your Service Contract expires without any renewal being established beforehand or is terminated for any reason, the same Service Contract cannot be reinstated. A new Service Contract would have to be accepted by You.

49. GOVERNING LAW; FORUM; LEGAL COSTS. These Terms and Conditions shall be construed and governed by the laws of the Republic of Singapore, excluding any choice of law principles. You agree that any action at law or in equity arising out of or relating to these Terms and Conditions shall be filed only or filed first in the courts located in the Republic of Singapore and You hereby irrevocably consent and submit to the non-exclusive jurisdiction of such courts for the purposes of litigating any such action. Process may be served on either party in the manner authorized by applicable law or court rule. Any court proceedings shall be conducted entirely in English. In any action or suit to enforce any right or remedy under these Terms and Conditions or to interpret any provision of these Terms and Conditions, the prevailing party shall be entitled to recover, in addition to other relief granted, reasonable attorneys’ fees, costs and other expenses of litigation. Notwithstanding any other provision of these Terms and Conditions, we have the right to seek the remedy of specific performance of any term contained in these Terms and Conditions, or a preliminary or permanent injunction against the breach of any such term or in aid of the exercise of any power granted under these Terms and Conditions, or any combination thereof, without the need to post a bond, in any court having jurisdiction thereof.

50. SEVERABILITY; NO WAIVER. If any provision of these Terms and Conditions, or their application to any person, place, or circumstance, is held by a court of competent jurisdiction to be invalid, unenforceable or void, its remaining provisions and such provisions as applied to other persons, places and circumstances shall remain in full force and effect. Neither our failure nor our delay in exercising, enforcing or taking action against You with respect to any of our rights or powers shall operate as a waiver of such powers or rights. No single or partial exercise by us of any of our powers or rights will preclude us from exercising such powers and rights in the future or from exercising other powers and rights.

51. NO THIRD PARTY RIGHTS. Nothing in these Terms and Conditions shall grant to any third party any right to enforce any term of these Terms and Conditions or to confer on any third party (except our affiliated companies) any benefits under these Terms and Conditions for the purposes of the Contract (Rights of Third Parties) Act (Cap 53B) the application of which legislation is hereby expressly excluded.

52. NO ASSIGNMENT BY YOU. You may not assign Your rights or obligations under these Terms and Conditions without our prior written consent. We may assign our rights and obligations herein to any of our affiliated companies without any notice to You.

53. NO MODIFICATION BY YOU. These Terms and Conditions may not be supplemented, altered or modified by the use of any statement, document, or material submitted by You. Any attempt to modify, supplement or amend these Terms and Conditions will be null and void unless agreed to in writing by us.

54. ADDITIONAL TERMS AND CONDITIONS. From time to time we may incorporate additional terms and conditions applicable to certain Services, Content, Products, Software and/or Applications or to specific portions or features of the Site, which may include contests, promotions or other marketing.  These additional terms shall form part of these Terms and Conditions by reference. By using the Site, You agree to abide by these other terms and conditions, including (where applicable) representing to us that You are of legal age and capacity to use or participate in such Services or utilize such features. In the event of any conflict between these Terms and Conditions and the additional terms and conditions, the latter terms shall prevail with respect to Your use of that portion of the Site or the specific Service or feature. The extent of our obligations with regard to the Services, Content, Products, Software, Applications and features (where applicable), are governed solely by the agreements pursuant to which they are provided, and nothing on the Site shall be construed to alter, amend or modify such agreements.  The Services, Content, Products, Software and Applications available at the Site, may at our sole discretion be changed from time to time without notice. At any time, the information and materials on the Site may be out-of-date. We make no warranty or representation that the information and materials detailing the Services, Content, Products, Software and Applications are up-to-date.  

55. COPY OF ZiiLIFE TERMS & CONDITIONS. A copy of this document may be printed by using Your browser's print function.

56. COMMENTS AND QUESTIONS. Comments and questions should be directed to us HERE. Please provide Your full name and contact details. If You prefer, You may write to:

Zii Pte. Ltd.
31 International Business Park
Creative Resource
SINGAPORE 609921
(Attn: Zii Contact Center – ZiiLife Questions)


SECTION B - DEFINITIONS

As used in these Terms and Conditions, the following terms and phrases shall have the following meanings:

A
"Application" shall mean end-user programs that run on systems software and are designed to help Users perform particular tasks on a computer or a device. Applications may include, but are not limited to, web browsers, e-mail programs, word processors, games, media players, download managers, communications programs, utilities and executable files. Applications exclude operating systems, systems software and the like. Applications are a subset of Software.

B
"Business Day" shall mean Monday through Friday, excluding Saturdays, Sundays or public holidays in Singapore.

C
"Content" shall mean electronic data, including but not limited to digitized sound recordings, audio visual works, musical works, artwork, movies, images, photographs, documents, other graphical or textual material embodying works that may be distributed as part of the Services.

E
"Electronic Submission" shall mean anything that You agree to provide to us while visiting the Site, including, but not limited to, the Order submitted by You to us.

"E-mail address" shall mean the e-mail address that is used during registration by a User when setting up a Zii Account.

I
"Invoice" shall mean the invoice issued by the entity named in the invoice to You, indicating the price of the Content, Product(s), Software, Application(s) and/or Service(s); and which is Your proof of a transaction.

O
"Order" shall mean a request made by You for the supply of a Service(s) or other item available at the Site to You in accordance with these Terms and Conditions.

"Order Confirmation" shall mean the document issued by us to You acknowledging receipt of Your Order.

P
"Password" shall mean a User’s non-transferable, personal password that consists of alpha-numeric characters and which is set and used by the User.

"Product" shall mean any hardware product bundled with Services that the entity named on the invoice (including any distributor or reseller) agrees to sell to You under any applicable terms and conditions.

S
"Service" shall mean any service available at the Site(s) (including without limitation services bundled with Products as well as support services) that we and/or the entity named on the invoice (including any distributor or reseller) agree(s) to supply to You based on these Terms and Conditions and/or any other applicable terms and conditions.

"Service Contract" shall mean either an agreement for a Service Plan or a VAS. Suspension or termination of services supplied under a Service Contract or termination of a Service Contract does not necessarily involve the termination of these Terms and Conditions as an agreement. For the avoidance of doubt, any trial plan agreement concerning Services available at the Site is also a Service Contract.

"Service Plan" shall mean a plan containing a range of Services available at the Site. An agreement for a Service Plan is referred to as Service Contract but can also simply be referred to as a Service Plan. VAS may be offered to the User as an add-on to complement his or her Service Plan. Suspension or termination of services supplied under a Service Plan (e.g. as a result of termination of a Service Contract) does not necessarily involve the termination of these Terms and Conditions as an agreement. For the avoidance of doubt, any trial plan concerning Services available at the Site is also a Service Plan.

"Site", "Site(s)", "Sites" shall mean any of our web sites at ziilife.com, zii.com and/or our and our affiliated companies’ other Zii web sites but not the other web sites of our affiliated companies or web sites of third parties.

"Software" shall mean any computer program that controls the hardware and provides the infrastructure over which end-user applications can run. Software shall include, without limitation, operating systems, programs for locating and correcting errors, assemblers, compilers, file management tools, as well as all applications. The term includes bundled software as well as standalone software.

T
"Transaction" shall mean the process of ordering, accessing, viewing, purchasing or renting any Service(s) or Content, or licensing any Content, Software and/or Application(s) from us and/or the entity named in the invoice in return for the stipulated fee. 

U
"User" shall mean a visitor to the Site(s), or any individual, group or entity with or without a Zii Account, who orders or purchases Service(s), or accesses the Service(s) and/or uses one or more Services or features to view, receive, store or transfer data or Content, and/or licenses any Content, Software and/or Application(s) available from the Site(s).

"User Content" shall mean the content and material sent or uploaded by User(s) who access the Site(s) and uses its Service(s).

V
"Value-Added Services" or "VAS" (interchangeable) shall mean stand-alone services or add-on services available at the site. An agreement for Value-Added Service is referred to as a Service Contract but can also be simply referred to as VAS. VAS may be offered to the User in addition as an add-on to complement his or her Service Plan. Suspension or termination of a Value-Added Service(s) (e.g. as a result of termination of a Service Contract) does not necessarily involve the termination of these Terms and Conditions as an agreement.

Z
"Zii Account" shall mean an account created or that can be created at the Site(s) to: (i) order or access Service(s) at the Site(s), (ii) license and use Content , (iii) order Product(s), (iv) license and use Software and/or Application(s) and/or (v) access certain features at the Site(s). 

"Zii-branded software" shall mean any Software or Application(s) that carry the Zii trademark that is available at the Site(s).

"ZiiDisk Service" shall mean the online storage service offered by us for Users to (i) store and access their digital files; (ii) allow other Users to access their digital files; and (iii) access other Users’ digital files on a limited basis.

"ZiiJournal Service" shall mean the online service offered by us for Users to upload personal content such as digital images, text and videos onto an online media gallery. 

"ZiiLife Beta Plan" shall mean a featured Service Plan available from us.  The details including its retail pricing can be found at ziilife.com.

"ZiiLife Services" shall mean the services that are made available at ziilife.com. These shall include Services such as ZiiDisk, ZiiJournal and ZiiMeet Services as well as support services and other services offered at the Site.

"ZiiLife Starter Plan" shall mean a free Service Plan available from us.  The details can be found at ziilife.com.

"ZiiMeet Service" shall mean the online communications service that allows Users to make VOIP calls, 1-to-1 video calls, and/or video conference calls as well as PSTN calls (calls to mobile and landline numbers) via web interface or the ZiiMeet software.