Last updated May 21, 2018
1.1 Relationship. This End-User Agreement (“EUA”) is a legal agreement between you and Zywave, Inc. for the contents and information appearing on this website and all websites operated by Zywave, Inc. (“Zywave”) that you access or use. Your use of this website constitutes acceptance of the terms and conditions contained within this EUA and our privacy statement located at http://www.zywave.co.uk/privacy-statement/.
1.2 Usage. This EUA governs your use of this website and any other websites operated by Zywave in the United Kingdom (the “Website”). Additional terms and conditions of use applicable to specific areas of the Website may also be posted in such areas and, together with this EUA, govern your use of those areas. This EUA, together with any such additional terms and conditions, are referred to as this “Agreement.” Zywave reserves the right to terminate access for failure to comply with this EUA.
1.3 Revisions. Zywave reserves the right, in its sole discretion, to change or modify all or any part of this Agreement at any time, effective immediately upon publication of revised terms to the Website and your subsequent access or use of the Website. Your continued use of the Website constitutes your binding acceptance of these terms and conditions, including any changes or modifications made by Zywave as permitted above. If at any time the terms and conditions of this Agreement are no longer acceptable to you, you agree to immediately cease all use of the Website.
2. Use of Content
2.1 No Transfer of Rights or Ownership. Nothing contained in this Agreement shall confer upon a user any right, title, or interest in, or license to any software, written materials, Content (as defined below) or intellectual property owned by Zywave or included on the Website.
2.2 Acknowledgment of Intellectual Property Rights. You acknowledge that the Website contains information, software, photographs, audio and video clips, graphics, links and other material (collectively, the “Content”) that are protected by copyright, trademark or other proprietary rights of Zywave or third parties and you acknowledge that such Content shall remain vested in us or our licensors and we reserve all such rights. You agree to comply with any guidelines or restrictions contained in any Content available on or accessed through the Website.
2.3 Use of Information. While the Website is designed and intended to provide accurate and authoritative information regarding the subject matters covered, the information is provided to you based on your agreement and understanding that Zywave is not engaged in providing legal, accounting, or other professional services to you. Assistance of legal counsel or other appropriate experts should be sought when applying the law, rules, or regulations to a particular set of facts or circumstances.
2.4 Limitations of Use. You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in this Agreement or as expressly authorized in a specific area of the Website. Content consisting of downloadable software may not be reverse engineered unless specifically authorized by the owner of the software. Subject to the restrictions set forth in this Agreement, you may post on the Website any Content owned by you (such as your original statements), Content for which you have received express permission from the owner to post, and Content in the public domain. You assume all risk and responsibility for determining whether any Content is in the public domain or is permitted to be posted by the owner of the Content.
3. Rules of Conduct
3.1 Nature of Postings. You agree not to post on the Website any Content which (a) is libelous, defamatory, obscene, pornographic, abusive, harassing or threatening, (b) contains viruses or other contaminating or destructive features, (c) violates the rights of others, such as Content which infringes on any copyright, trademark, patent, trade secret or violates any right of privacy or publicity, or (d) otherwise violates any applicable law (including, without limitation, the laws and regulations governing export control, unfair competition, antidiscrimination, or false advertising). You agree not to post on the Website any links to any external Internet sites that are obscene, pornographic, or otherwise inappropriate in the sole discretion of Zywave. You agree not to use the Website to solicit users to join competitive services.
3.2 Passwords. You agree to ensure the confidentiality and appropriately authorized use of all passwords assigned to you for use in accessing the Website. You agree to be responsible for any use or misuse of your username and/or password and to promptly notify Zywave of any breach of password security or the use or possession of your username and/or password by unauthorized individuals.
3.3 Misuse. You agree not to misuse the Website, including but not limited to, by knowingly introducing viruses or other material which is malicious or technologically harmful or to attempt to gain unauthorised access to the Website, the server on which the Website is stored or any other server, computer, or database connected to the Website. We will determine in our absolute discretion what conduct constitutes misuse of the Website.
4. Managing Content
4.1 No Review. Zywave does not and cannot review the Content posted by users on the Website and is not responsible for such Content and you agree that Zywave will have no liability to you with respect to any Content posted on the Website. However, Zywave reserves the right to delete, move or edit any Content that it may determine, in its sole discretion, violates this Agreement or is otherwise inappropriate for posting. You agree to remain solely responsible for all Content posted by you. Zywave shall have the right, but not the obligation, to correct any errors or omissions in any Content, as it may determine in its sole discretion, and may edit the Content posted to the Website in its sole discretion.
5. Permitted Uses of Personal Information
The Website and/or its related tools or reports may contain or use personal information provided by you or a third party that is protected by applicable data protection laws, including the General Data Protection Regulation (GDPR). Zywave’s use of personal data is explained in our privacy statement located at http://www.zywave.co.uk/privacy-statement/. Zywave’s policy governing permitted uses of information provided through the Website and/or related tools or reports (as set out in this Agreement) is intended to comply, and to permit you to comply, with the restrictions imposed by any applicable data protection laws. Zywave intends that this information will not be used by a plan sponsor or other party in making employment-related actions or decisions and that you will not attempt to combine any non-personal information with any other information from any other source in an effort to identify a specific individual. You agree that Zywave is not responsible for ensuring your compliance with any such obligations or restrictions imposed on you by such data protection laws or any other applicable laws.
6. Mailing List
You agree and acknowledge that you will be added to the Zywave mailing list. You have the right to opt-out of receiving mailings from Zywave at any time by contacting us. Please see our privacy statement located at http://www.zywave.co.uk/privacy-statement/ for further details.
7. Locally Installed Applications and System Configuration
7.1 Locally Installed Applications. User is solely responsible for the decision to download any selected applications and for their function in the local environment. Zywave may provide limited trouble-shooting support from time to time. Locally installed applications which you use may automatically download and install updates from time to time from Zywave. These updates are designed to improve, enhance and further develop the applications and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates from Zywave.
7.2 System Configuration and Requirements. User is solely responsible for ensuring that User’s computer and systems meet the minimum system requirements as stipulated by Zywave from time to time.
8. No Endorsement
Zywave does not represent or endorse the accuracy or reliability of any Content posted in the Website and you acknowledge that any reliance upon such Content shall be at your sole risk. You agree to carefully evaluate and review any Content prior to using or relying upon it. The Website may contain links to sites on the Internet which are operated by third parties (the “External Sites”). You acknowledge that Zywave is not responsible for the availability of, or the content located on or through, any External Site. You should contact the site administrator or Webmaster for those External Sites if you have any concerns regarding such links or the content located on such External Sites.
You agree to indemnify, defend and hold Zywave and its respective officers, directors, owners, agents, information providers and licensors (collectively, the “Zywave Parties”) harmless from and against any and all demands, claims, liability, losses, costs and expenses (including attorneys’ fees) incurred by any Zywave Party in connection with any use or alleged use of the Website under your password by any person, whether or not authorized by you, including the posting of Content to the Website. Zywave reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Zywave’s defense of such claim.
10. DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY
10.1 DISCLAIMER OF WARRANTIES. NEITHER ZYWAVE NOR ANY PROVIDER OF THIRD PARTY CONTENT OR THEIR RESPECTIVE AGENTS WARRANTS THAT THE SERVICE WILL BE UNINTERRUPTED, ACCURATE, RELIABLE, OR ERROR FREE; NOR DOES ZYWAVE, ANY THIRD PARTY CONTENT PROVIDER, OR THEIR RESPECTIVE AGENTS MAKE ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE WEBSITE OR THE CONTENT. THE WEBSITE AND THE CONTENT ARE DISTRIBUTED ON AN “AS IS, AS AVAILABLE” BASIS. NEITHER ZYWAVE NOR ANY OF ITS THIRD PARTY CONTENT PROVIDERS OR THEIR RESPECTIVE AGENTS MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT, WITH RESPECT TO THE WEBSITE, ANY CONTENT OR ANY PRODUCTS OR SERVICES PROVIDED THROUGH THE WEBSITE. NEITHER ZYWAVE NOR ANY THIRD PARTY CONTENT PROVIDER WARRANTS THAT ANY FILES AVAILABLE FOR DOWNLOADING THROUGH THE WEBSITE WILL BE FREE OF VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. YOU AGREE THAT THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE WEBSITE AND THE ACCURACY OR COMPLETENESS OF THE CONTENT IS ASSUMED SOLELY BY YOU.
10.2 LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW NEITHER ZYWAVE, ANY THIRD PARTY CONTENT PROVIDER NOR THEIR RESPECTIVE AGENTS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGE INCURRED BY ANY USER OF OUR WEBSITE ARISING OUT OF THE USE OF OR INABILITY TO USE THE WEBSITE, ANY OTHER WEBSITE LINKED TO IT OR ANY MATERIALS POSTED ON IT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION ANY LIABILITY FOR:
10.2.1 ANY LOSS OR DAMAGE CAUSED BY ANY CYBER-SECURITY ATTACK, VIRUSES, MALICIOUS CODE OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE WEBSITE OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ANY WEBSITE LINKED TO IT;
- LOSS OF INCOME OR REVENUE;
- LOSS OF PROFITS;
- LOSS OF BUSINESS;
- LOSS OF ANTICIPATED SAVINGS;
- LOSS OF OR CORRUPTION OF DATA; AND
- ANY OTHER LOSS OR DAMAGE OF ANY KIND, HOWSOEVER ARISING AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THIS DOES NOT AFFECT OUR LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM OUR NEGLIGENCE, NOR OUR LIABILITY FOR FRAUDULENT MISREPRESENTATION OR MISREPRESENTATION AS TO A FUNDAMENTAL MATTER, NOR ANY OTHER LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED BY LAW.
10.3 EXTERNAL LINKS. CERTAIN LINKS AVAILABLE ON THE WEBSITE WILL LET YOU LEAVE ZYWAVE’S SITE. THE LINKED SITES ARE NOT UNDER THE CONTROL OF ZYWAVE AND ZYWAVE IS NOT RESPONSIBLE FOR THE CONTENTS OF ANY LINKED SITE OR ANY LINK CONTAINED IN A LINKED SITE, OR ANY CHANGES OR UPDATES TO SUCH SITES. ZYWAVE IS PROVIDING THESE LINKS TO YOU ONLY AS A CONVENIENCE, AND THE INCLUSION OF ANY LINK DOES NOT IMPLY ENDORSEMENT BY ZYWAVE OF THE SITE.
11.1 Jurisdiction and Applicable Law. This Agreement shall be governed by, and is to be construed in accordance with, English law. Any dispute, claim, or matter arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the English courts.
11.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all previous written or oral agreements between the parties with respect to such subject matter. If any inconsistency exists between the terms of this Agreement and any additional terms and conditions posted on the Website, such terms shall be interpreted as to eliminate any inconsistency, if possible, and otherwise, the additional terms and conditions shall control.
11.3 Severability. If any provision of this Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of this Agreement and the validity and enforceability of the other provisions of this Agreement shall not be affected.
12. Suspension of Services
Zywave reserves the right to suspend or terminate this Agreement and your access if the account associated with payment for your access falls into arrears.