Last modified: January 1, 2009
1. Your relationship with ZoomReports
1.1 Your use of ZoomReports' products, software, services and web sites (referred to collectively as the “Services” in this document and excluding any services provided to you by ZoomReports under a separate written agreement) is subject to the terms of a legal agreement between you and ZoomReports. “ZoomReports” means ZoomReports LLC, whose principal place of business is at 434 Fayetteville Street, Suite 2408, Two Hannover Square, Raleigh, NC 27601, United States. This document explains how the agreement is made up, and sets out some of the terms of that agreement.
1.2 Unless otherwise agreed in writing with ZoomReports, your agreement with ZoomReports will always include, at a minimum, the terms and conditions set out in this document. These are referred to below as the “Universal Terms”.
1.3 Your agreement with ZoomReports will also include the terms of any Legal Notices applicable to the Services, in addition to the Universal Terms. All of these are referred to below as the “Additional Terms”. Where Additional Terms apply to a Service, these will be accessible for you to read either within, or through your use of, that Service.
1.4 The Universal Terms, together with the Additional Terms, form a legally binding agreement between you and ZoomReports in relation to your use of the Services. It is important that you take the time to read them carefully. Collectively, this legal agreement is referred to below as the “Terms”.
1.5 If there is any contradiction between what the Additional Terms say and what the Universal Terms say, then the Additional Terms shall take precedence in relation to that Service.
2. Accepting the Terms
2.1 In order to use the Services, you must first agree to the Terms. You may not use the Services if you do not accept the Terms.
2.2 You can accept the Terms by:
(A) clicking to accept or agree to the Terms, where this option is made available to you by ZoomReports at sign up and in the user interface for any Service; or
(B) by logging in and actually using the Services. In this case, you understand and agree that ZoomReports will treat your use of the Services as acceptance of the Terms from that point onwards.
2.3 You may not use the Services and may not accept the Terms if (a) you are not of legal age to form a binding contract with ZoomReports, or (b) you are a person barred from receiving the Services under the laws of the United States or other countries including the country in which you are resident or from which you use the Services.
2.4 Before you continue, you should print off or save a local copy of the Universal Terms for your records.
3. Language of the Terms
3.1 Where ZoomReports has provided you with a translation of the English language version of the Terms, then you agree that the translation is provided for your convenience only and that the English language versions of the Terms will govern your relationship with ZoomReports.
3.2 If there is any contradiction between what the English language version of the Terms says and what a translation says, then the English language version shall take precedence.
4. Provision of the Services by ZoomReports
4.1 ZoomReports is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Services which ZoomReports provides may change from time to time without prior notice to you.
4.2 As part of this continuing innovation, you acknowledge and agree that ZoomReports may add and remove features (permanently or temporarily) at ZoomReports' sole discretion, without prior notice to you. You may stop using the Services at any time. You do not need to specifically inform ZoomReports when you stop using the Services. If you have subscribed to a service for which you pay a subscription, you may need to explicitly end your subscription to that service. Payment terms vary across ZoomReports' services.
4.3 You acknowledge and agree that if ZoomReports disables access to your account, you may be prevented from accessing the Services, your account details or any files or other content which is contained in your account.
4.4 You acknowledge and agree that while ZoomReports may not currently have set a fixed upper limit on the number of transmissions you may send or receive through the Services or on the amount of storage space used for the provision of any Service, such fixed upper limits may be set by ZoomReports at any time, at ZoomReports' discretion.
5. Use of the Services by you
5.1 In order to access certain Services, you may be required to provide information about yourself (such as identification or contact details) as part of the registration process for the Service, or as part of your continued use of the Services. You agree that any registration information you give to ZoomReports will always be accurate, correct and up to date.
5.2 You agree to use the Services only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).
5.3 You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided by ZoomReports, unless you have been specifically allowed to do so in a separate agreement with ZoomReports. You specifically agree not to access (or attempt to access) any of the Services through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with the instructions set out in any robots.txt file present on the Services.
5.4 You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).
5.5 Unless you have been specifically permitted to do so in a separate agreement with ZoomReports, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.
5.6 You agree that you are solely responsible for (and that ZoomReports has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which ZoomReports may suffer) of any such breach.
6. Your passwords and account security
6.1 You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Services.
6.2 Accordingly, you agree that you will be solely responsible to ZoomReports for all activities that occur under your account.
6.3 If you become aware of any unauthorized use of your password or of your account, you agree to notify ZoomReports immediately at http://www.ZoomReports.com/Contact
7. Privacy and your personal information
7.2 You agree to the use of your data in accordance with ZoomReports' privacy policies.
8. Content in the Services
8.1 You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) you may have access to as part of, or through your use of, the Services are the sole responsibility of the person from which such content originated. This information includes, but is not limited to evaluation comments, custom diagrams, and scores. All such information is referred to below as the “Content”.
8.2 You should be aware that Content presented to you as part of the Services may be protected by intellectual property rights which are owned by the content creators providing that Content to ZoomReports (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by ZoomReports or by the owners of that Content, in a separate agreement.
8.3 ZoomReports reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from any Service.
8.4 You understand that by using the Services you may be exposed to Content that you may find offensive, indecent or objectionable and that, in this respect, you use the Services at your own risk.
8.5 You agree that you are solely responsible for (and that ZoomReports has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Services and for the consequences of your actions (including any loss or damage which ZoomReports may suffer) by doing so.
9. Proprietary rights
9.1 You acknowledge and agree that ZoomReports (or ZoomReports' licensors) own all legal
right, title and interest in and to the Services, including any intellectual
property rights which subsist in the Services (whether those rights happen to be
registered or not, and wherever in the world those rights may exist). You
further acknowledge that the Services may contain information which is
designated confidential by ZoomReports and that you shall not disclose such
information without ZoomReports' prior written consent.
9.2 Unless you have agreed otherwise in writing with ZoomReports, nothing in the
Terms gives you a right to use any of ZoomReports' trade names, trade marks, service
marks, logos, domain names, and other distinctive brand features.
9.3 If you have been given an explicit right to use any of these brand features
in a separate written agreement with ZoomReports, then you agree that your use
of such features shall be in compliance with that agreement, any applicable
provisions of the Terms, and ZoomReports's brand feature use guidelines as
updated from time to time.
9.4 Other than the limited license set forth in Section 11, ZoomReports acknowledges
and agrees that it obtains no right, title or interest from you (or your
licensors) under these Terms in or to any Content that you submit, post,
transmit or display on, or through, the Services, including any intellectual
property rights which subsist in that Content (whether those rights happen to be
registered or not, and wherever in the world those rights may exist). Unless you
have agreed otherwise in writing with ZoomReports, you agree that you are responsible
for protecting and enforcing those rights and that ZoomReports has no obligation to
do so on your behalf.
9.5 You agree that you shall not remove, obscure, or alter any proprietary
rights notices (including copyright and trade mark notices) which may be affixed
to or contained within the Services.
9.6 Unless you have been expressly authorized to do so in writing by ZoomReports, you
agree that in using the Services, you will not use any trade mark, service mark,
trade name, logo of any company or organization in a way that is likely or
intended to cause confusion about the owner or authorized user of such marks,
names or logos.
10. License from ZoomReports
10.1 ZoomReports gives you a personal, worldwide, royalty-free, non-assignable and
non-exclusive licence to use the software provided to you by ZoomReports as part of
the Services as provided to you by ZoomReports (referred to as the “Software” below).
This licence is for the sole purpose of enabling you to use and enjoy the
benefit of the Services as provided by ZoomReports, in the manner permitted by the
10.2 You may not (and you may not permit anyone else to) copy, modify, create a
derivative work of, reverse engineer, decompile or otherwise attempt to extract
the source code of the Software or any part thereof, unless this is expressly
permitted or required by law, or unless you have been specifically told that you
may do so by ZoomReports, in writing.
10.3 Unless ZoomReports has given you specific written permission to do so, you may
not assign (or grant a sub-licence of) your rights to use the Software, grant a
security interest in or over your rights to use the Software, or otherwise
transfer any part of your rights to use the Software.
11. Content licence from you
11.1 You retain copyright and any other rights you already hold in Content which
you submit, post or display on or through, the Services. By submitting, posting
or displaying the content you give ZoomReports a perpetual, irrevocable, worldwide,
royalty-free, and non-exclusive licence to reproduce, adapt, reformat, modify, translate,
publish, and distribute any Content which you
submit, post or display on or through, the Services. This license includes
enabling parents and players to view content from evaluations you have
explicitly released to them. This licence also enables ZoomReports to conduct
research on how the Services are used and display, distribute and promote the Services
and may be revoked for certain Services as defined in the Additional Terms of
11.2 You agree that this licence includes a right for ZoomReports to make such
Content available to other approved partners, included companies, organizations or individuals with whom
ZoomReports has relationships for the provision of associated services, and to use
such Content in connection with the provision of those services.
11.3 You understand that ZoomReports, in performing the required technical steps to
provide the Services to our users, may (a) transmit or distribute your Content
over various public networks and in various media; and (b) make such changes to
your Content as are necessary to conform and adapt that Content to the technical
requirements of connecting networks, devices, services or media. You agree that
this licence shall permit ZoomReports to take these actions.
11.4 You confirm and warrant to ZoomReports that you have all the rights, power and
authority necessary to grant the above licence.
12. Software updates
12.1 The Software which you use may automatically download and install updates
from time to time from ZoomReports. These updates are designed to improve, enhance
and further develop the Services and may take the form of bug fixes, enhanced
functions, new software modules and completely new versions. You agree to
receive such updates (and permit ZoomReports to deliver these to you) as part of your
use of the Services.
13. Ending your relationship with ZoomReports
13.1 The Terms will continue to apply until terminated by either you or ZoomReports
as set out below.
13.2 If you want to terminate your legal agreement with ZoomReports, you may do so by
(a) notifying ZoomReports at any time and (b) closing your accounts for all of the
Services which you use, where ZoomReports has made this option available to you. Your
notice should be sent, in writing, to ZoomReports' address which is set out at the
beginning of these Terms.
13.3 ZoomReports may at any time, terminate its legal agreement with you if:
(A) you have breached any provision of the Terms (or have acted in manner which
clearly shows that you do not intend to, or are unable to comply with the
provisions of the Terms); or
(B) ZoomReports is required to do so by law (for example, where the provision of the
Services to you is, or becomes, unlawful); or
(C) the partner with whom ZoomReports offered the Services to you has terminated its
relationship with ZoomReports or ceased to offer the Services to you; or
(D) ZoomReports is transitioning to no longer providing the Services to users in the
country in which you are resident or from which you use the service; or
(E) the provision of the Services to you by ZoomReports is, in ZoomReports' opinion, no
longer commercially viable.
13.4 Nothing in this Section shall affect ZoomReports' rights regarding provision of
Services under Section 4 of the Terms.
13.5 When these Terms come to an end, all of the legal rights, obligations and
liabilities that you and ZoomReports have benefited from, been subject to (or which
have accrued over time whilst the Terms have been in force) or which are
expressed to continue indefinitely, shall be unaffected by this cessation, and
the provisions of paragraph 20.7 shall continue to apply to such rights,
obligations and liabilities indefinitely.
14. EXCLUSION OF WARRANTIES
14.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 14 AND 15, SHALL EXCLUDE OR
LIMIT ZOOMREPORTS' WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY
EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE
EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF
LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH
OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE
LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR
LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.
14.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR
SOLE RISK AND THAT THE SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE.”
14.3 IN PARTICULAR, ZOOMREPORTS, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS
DO NOT REPRESENT OR WARRANT TO YOU THAT:
(A) YOUR USE OF THE SERVICES WILL MEET YOUR REQUIREMENTS,YOUR REQUIREMENTS,
(B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM
(C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICES WILL
BE ACCURATE OR RELIABLE, AND
(D) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO
YOU AS PART OF THE SERVICES WILL BE CORRECTED.
14.4 ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE
SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY
RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF
DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
14.5 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM
ZOOMREPORTS OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY
STATED IN THE TERMS.
14.6 ZOOMREPORTSFURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY
KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED
WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE
15. LIMITATION OF LIABILITY
15.1 SUBJECT TO OVERALL PROVISION IN PARAGRAPH 14.1 ABOVE, YOU EXPRESSLY
UNDERSTAND AND AGREE THAT ZOOMREPORTS, ITS SUBSIDIARIES AND AFFILIATES, AND ITS
LICENSORS SHALL NOT BE LIABLE TO YOU FOR:
(A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES
WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY..
THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED
DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS
OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER
(B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED
TO LOSS OR DAMAGE AS A RESULT OF:
(I) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY
ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND
ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE SERVICES;
(II) ANY CHANGES WHICH ZOOMREPORTS MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR
TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE
(III) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER
COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE
(III) YOUR FAILURE TO PROVIDE ZOOMREPORTS WITH ACCURATE ACCOUNT INFORMATION;
(IV) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND
15.2 THE LIMITATIONS ON ZoomReports' LIABILITY TO YOU IN PARAGRAPH 15.1 ABOVE SHALL
APPLY WHETHER OR NOT ZoomReports HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE
POSSIBILITY OF ANY SUCH LOSSES ARISING.
16. Copyright and trade mark policies
16.1 It is ZoomReports' policy to respond to notices of alleged copyright
infringement that comply with applicable international intellectual property law
(including, in the United States, the Digital Millennium Copyright Act) and to
terminating the accounts of repeat infringers.
17. Service cost and payment
17.1 Some of the Services require a subscription fee while some
Services are provided free. Subscription fees, if any, are clearly
identified in each Service. Fees are governed by this section of the
Agreement unless the additional terms for a Service include changes to
the service fees and payment policies.
17.2 Specific fees for the Services are:
ZoomReports Employee Evaluations:
17.3 Services that require a subscription fee will be billed to the supplied
credit card unless other payment methods are explicitly approved for your
account by ZoomReports. You warrant that you are authorized to use the
credit card entered and take full responsibilities for charges in the amount
identified by ZoomReports at the time of purchase.
17.4 Unless otherwise stated, annual subscription
agreements will renew on their anniversary date to avoid service interruption.
If a discount was provided at sign-up for the first year of service, the service will
renew at the standard annual subscription price, without discount, unless otherwise stated at sign
17.5 All paid subscriptions on all Services include a 60-day money-back
guarantee. You may cancel your ZoomReports subscription within 60 days of
signing-up for any reason and ZoomReports will provide you with a full refund.
18. Other content
18.1 The Services may include hyperlinks to other web sites or content or
resources. ZoomReports may have no control over any web sites or resources which are
provided by companies or persons other than ZoomReports.
18.2 You acknowledge and agree that ZoomReports is not responsible for the
availability of any such external sites or resources, and does not endorse any
advertising, products or other materials on or available from such web sites or
18.3 You acknowledge and agree that ZoomReports is not liable for any loss or damage
which may be incurred by you as a result of the availability of those external
sites or resources, or as a result of any reliance placed by you on the
completeness, accuracy or existence of any advertising, products or other
materials on, or available from, such web sites or resources.
19. Changes to the Terms
19.1 ZoomReports may make changes to the Universal Terms or Additional Terms from time to time. When these changes are made, ZoomReports will make a new copy of the Universal Terms available at TOS and any new Additional Terms will be made available to you from within, or through, the affected Services.
19.2 You understand and agree that if you use the Services after the date on
which the Universal Terms or Additional Terms have changed, ZoomReports will treat
your use as acceptance of the updated Universal Terms or Additional Terms.
20. General legal terms
20.1 Sometimes when you use the Services, you may (as a result of, or through
your use of the Services) use a service or download a piece of software, or
purchase goods, which are provided by another person or company. Your use of
these other services, software or goods may be subject to separate terms between
you and the company or person concerned. If so, the Terms do not affect your
legal relationship with these other companies or individuals.
20.2 The Terms constitute the whole legal agreement between you and ZoomReports and
govern your use of the Services (but excluding any services which ZoomReports may
provide to you under a separate written agreement), and completely replace any
prior agreements between you and ZoomReports in relation to the Services.
20.3 You agree that ZoomReports may provide you with notices, including those
regarding changes to the Terms, by email, regular mail, or postings on the
20.4 You agree that if ZoomReports does not exercise or enforce any legal right or
remedy which is contained in the Terms (or which ZoomReports has the benefit of under
any applicable law), this will not be taken to be a formal waiver of ZoomReports'
rights and that those rights or remedies will still be available to ZoomReports.
20.5 If any court of law, having the jurisdiction to decide on this matter,
rules that any provision of these Terms is invalid, then that provision will be
removed from the Terms without affecting the rest of the Terms. The remaining
provisions of the Terms will continue to be valid and enforceable.
20.6 You acknowledge and agree that each member of the group of companies of
which ZoomReports is the parent shall be third party beneficiaries to the Terms and
that such other companies shall be entitled to directly enforce, and rely upon,
any provision of the Terms which confers a benefit on (or rights in favor of)
them. Other than this, no other person or company shall be third party
beneficiaries to the Terms.
20.7 The Terms, and your relationship with ZoomReports under the Terms, shall be
governed by the laws of the State of North Carolina without regard to its conflict
of laws provisions. You and ZoomReports agree to submit to the exclusive jurisdiction
of the courts located within the county of Wake, North Carolina to resolve
any legal matter arising from the Terms. Notwithstanding this, you agree that
ZoomReports shall still be allowed to apply for injunctive remedies (or an equivalent
type of urgent legal relief) in any jurisdiction.