TERMS AND CONDITIONS
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY!
1. Application and Acceptance of the Terms
1.1 Your access to
and use of the Sites and www.zendro.euservices, software and products through
the Sites is subject to the terms and conditions contained in this document as
any other rules and policies of sites that www.zendro.eu
may publish from time to time. This document and such other rules and
policies of the sites are collectively referred to below as the “Terms”. By accessing and use of
the sites and services, you agree to accept and be bound by the terms.
Please do not access or use the services or the sites if you do not
accept all of the terms.
1.2 You may not access or use the services or the sites and may not accept the Terms if you are not of legal age to form a binding contract with www.zendro.eu.
1.3 www.zendro.eu may amend any terms at any time by posting the relevant
amended and restated terms on the sites. By continuing to access or use
the services or the sites, you agree that the amended and restated terms will
apply to you.
1.4 If www.zendro.eu has posted or provided a translation of the English
language version of the terms, you agree that the translation is provided for
convenience only and that the English language version will govern your access
to and use of the services or the sites.
1.5 You may be
required to enter into separate agreement(s), whether online or offline, with www.zendro.eu or our affiliate for any service (or features within the
Services) (each an “Additional Agreement”).
If there is any conflict or inconsistency between the Terms and an
Additional Agreement, the Additional Agreement shall take precedence over the
Terms only in relation to that Service (or feature within the Service)
1.6 The Terms may not otherwise be modified except in writing by an authorized officer of www.zendro.eu.
2. Provision of Services
2.1 You must register
as a member on the Sites in order to access and use some Services. Further, www.zendro.eu reserves the right, without prior notice, to restrict
access to or use of certain Services (or any features within the Services) to
paying Users, or subject to other conditions that www.zendro.eu
may impose in our discretion.
2.2 Some Services (or part thereof) may be provided by www.zendro.eu’s affiliates on behalf of www.zendro.eu.
2.3 Promotion Services provided by www.zendro.eu pursuant to the terms hereunder shall include: 1) Top Ranking and Sponsored Listing; 2) services that benefit, promote, support, whether directly or indirectly, the business of User, the User’s brand, product, store, logo, trademark, service mark, User Content and/or derivative work using the User Content on software, applications, tools, browser extensions and/or platforms operated and/or controlled by www.zendro.eu and/or on software, applications, channels, platforms, websites and/or any other forms of media that are operated and/or controlled by third parties (“Third Party Channels”); any such other services as may be announced by www.zendro.eu from time to time.
www.zendro.eu shall be entitled to, at its sole discretion, determine whether the Promotion Services or any part thereof will be available to you.
3. Users Generally
3.1 As a condition of
your access to and use of the Sites or Services, you agree that you will comply
with all applicable laws and regulations when accessing or using the Sites or
3.2 You agree that
(a) you will not copy, reproduce, download, re-publish, sell, distribute or
resell any Services or any information, text, images, graphics, video clips,
sound, directories, files, databases or listings, etc available on or through
the Sites (the “Site Content”), and (b) you will not copy, reproduce, download,
compile or otherwise use any Site Content for the purposes of operating a
business that competes with www.zendro.eu, or otherwise commercially exploiting
the Site Content. Systematic retrieval of Site Content from the Sites to create
or compile, directly or indirectly, a collection, compilation, database or
directory (whether through robots, spiders, automatic devices or manual
processes) without written permission from www.zendro.eu
is prohibited. Use of any content or materials on the Sites for any purpose not
expressly permitted in the Terms is prohibited.
3.3 You must read the following document which govern the protection and use of personal information about Users in the possession of www.zendro.eu and our affiliates:
3.4 www.zendro.eu may allow Users to access to content, products or
services offered by third parties through hyperlinks (in the form of word link,
banners, channels or otherwise), API or otherwise to such third parties' web
sites. You are cautioned to read such web sites' terms and conditions and/or
privacy policies before using the Sites. You acknowledge that www.zendro.eu has no control over such third parties' web sites, does
not monitor such web sites, and shall not be responsible or liable to anyone
for such web sites, or any content, products or services made available on or
through such web sites.
3.5 You agree not to
undertake any action to undermine the integrity of the computer systems or
networks of www.zendro.eu and/or any other User nor to gain
unauthorized access to such computer systems or networks.
3.6 You agree not to undertake any action which may undermine the integrity of www.zendro.eu’s feedback system.
3.7 By posting or displaying any logos, trademarks, service marks, brands, description/information in the product listings, and any other information, content or material on the Sites (any of such information, content or material, collectively referred to as “User Content”) or providing any User Content to www.zendro.eu and/or its affiliates and their respective representative(s), and to the extent permitted under applicable laws, you grant an irrevocable, perpetual, worldwide, royalty-free, and sub-licensable (through multiple tiers) license to www.zendro.eu and/or its affiliates and their respective representative(s) to display, transmit, distribute, reproduce, publish, duplicate, adapt, modify, edit, translate, create derivative works using the User Content, remove any part of it (including, without limitation, the watermark or mark the User Content bears), and otherwise use any or all of the User Content in any form, media, or technology now known or not currently known in any manner, on the Sites, www.zendro.eu Channels and/or Third Party Channels and for any purpose which may be beneficial, whether directly or indirectly, to www.zendro.eu, the operation of the Sites, the provision of any Services and Promotion Services and/or the business of the User. You confirm and warrant to www.zendro.eu that you have all the rights, power and authority necessary to grant the above license and the User Content and use of such User Content (including derivative works) by www.zendro.eu and/or its affiliates under such license is free from any infringement or violation of any Third Party Rights. To the maximum extent permitted by law, you waive your right to enforce your Intellectual Property Rights in the User Content against www.zendro.eu and/or its affiliates, assignees or sub-licensees in connection with use of such User Content in connection with the Services. Information that is protected under data protection laws will only be used and kept in compliance with those laws.
4. Member Accounts
4.1 User must be registered on the Sites to access or use some Services (a registered User is also referred to as a “Member” below). Except with www.zendro.eu’s approval, one User may only register one member account on the Sites. www.zendro.eu may cancel or terminate a User’s member account if www.zendro.eu has reasons to suspect that the User has concurrently registered or is in control of two or more member accounts. Further, www.zendro.eu may reject User’s application for registration for any reason.
4.2 Upon registration on the Sites, www.zendro.eu shall assign an account and issue a member ID and password (the latter shall be chosen by a registered User during registration) to each registered User.
4.3 A set of Member
ID and password is unique to a single account. Each Member shall be solely
responsible for maintaining the confidentiality and security of your Member ID
and password and for all use of and activities that occur under your account
(whether such use or activities are authorized or not). No Member may share,
assign, or permit the use of your Member account, ID or password by another
person, even to other individuals within the Member’s own business entity
(where applicable). Member agrees to notify www.zendro.eu
immediately if you become aware of any unauthorized use of your password or
your account or any other breach of security of your account.
4.4 Member agrees
that all use of the Sites and Services, and all activities that occur under
your account (including without limitation, posting any company or product
information, clicking to accept any Additional Agreements or rules, subscribing
to or making any payment for any services, sending emails using the email account
or sending SMS) will be deemed to have been authorized by the Member.
4.5 Member acknowledges that sharing of your account with other persons, or allowing multiple users outside of your business entity to use your account (collectively, "multiple use"), may cause irreparable harm to www.zendro.eu or other Users of the Sites. Member shall indemnify www.zendro.eu, our affiliates, directors, employees, agents and representatives against any loss or damages (including but not limited to loss of profits) suffered as a result of the multiple use of your account. Member also agrees that in case of the multiple use of your account or Member’s failure to maintain the security of your account, www.zendro.eu shall not be liable for any loss or damages arising from such a breach and shall have the right to suspend or terminate Member’s account without liability to the Member.
5. Member’s Responsibilities
5.1 Each Member represents, warrants and agrees that (a) you have full power and authority to accept the Terms, to grant the license and authorization and to perform the obligations hereunder; (b) your access and use the Sites and Services will be for business purposes only; and (c) for Members who are business entities, the address you provide when registering is the principal place of business of your business entity. For purposes of this provision, a branch or liaison office will not be considered a separate entity and your principal place of business will be deemed to be that of your head office.
5.2 Member will be
required to provide information or material about your entity, business or
products/services as part of the registration process on the Sites for your
access to and use of any Service or the member account. Each Member
represents, warrants and agrees that (a) such information and material whether
submitted during the registration process or thereafter throughout the
continuation of the use of the Sites or Service is true, accurate, current and
complete, and (b) you will maintain and promptly amend all information and
material to keep it true, accurate, current and complete.
5.3 Upon becoming a
Member, you consent to the inclusion of the contact information about you in
our database and authorize www.zendro.eu and our affiliates to share the contact
information with other Users or otherwise use your personal information in
5.4 Each Member represents, warrants and agrees that (a) you shall be solely responsible for obtaining all necessary third party licenses and permissions regarding any User Content that you submit, post or display; (b) any User Content that you submit, post or display does not infringe or violate any of the copyright, patent, trademark, trade name, trade secrets or any other personal or proprietary rights of any third party (“Third Party Rights”); and (c) you have the right and authority to sell, trade, distribute or export or offer to sell, trade, distribute or export the products or services described in the User Content and such sale, trade, distribution or export or offer does not violate any Third Party Right；and (d) neither the Member nor any of its related persons, have been banned or removed from any major e-commerce platforms, or otherwise implicated in selling counterfeit or pirated products online.
5.5 Each Member further represents, warrants and agrees that the User Content that you submit, post or display shall:
a) be true, accurate, complete and lawful;
b) not be false, misleading or deceptive;
c) not contain information that is defamatory, libelous, threatening or harassing, obscene, objectionable, offensive, sexually explicit or harmful to minors;
d) not contain information that is discriminatory or promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
e) not violate any applicable laws and regulations (including without limitation those governing export control, consumer protection, unfair competition, price gouging or false advertising) or promote any activities which may violate any applicable laws and regulations;
f) not contain any link directly or indirectly to any other web Sites which includes any content that may violate the Terms.
5.6 Each Member further represents, warrants and agrees that you shall/are:
a) carry on your activities on the Sites in compliance with any applicable laws and regulations;
b) conduct your business transactions with other users of the Sites in good faith;
c) carry on your activities in accordance with the Terms and any applicable Additional Agreements;
d) not use the Services or Sites to defraud any person or entity (including without limitation sale of stolen items, use of stolen credit/debit cards);
e) not impersonate any person or entity, misrepresent yourself or your affiliation with any person or entity;
f) not engage in spamming or phishing;
g) not engage in any other unlawful activities (including without limitation those which would constitute a criminal offence, give rise to civil liability, etc) or encourage or abet any unlawful activities;
h) not involve attempts to copy, reproduce, exploit or expropriate www.zendro.eu’s various proprietary directories, databases and listings;
i) not involve any computer viruses or other destructive devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information;
j) not involve any scheme to undermine the integrity of the data, systems or networks used by www.zendro.eu and/or any user of the Sites or gain unauthorized access to such data, systems or networks;
k) not, and your director(s), officer(s), controlling party/ies, affiliates and legal jurisdiction in which any of the foregoing persons or entities is organized or has operations are not, persons or entities that are subject to any economic or fraud sanctions of any governmental, international or regulatory entities; and
l) not engage in any activities that would otherwise create any liability for www.zendro.eu or our affiliates.
5.7 Member may not
use the Sites, Services or member account to engage in activities which are
identical or similar to www.zendro.eu’s e-commerce marketplace business.
5.8 If Member
provides a business referee, Member represents, warrants and agrees that you
have obtained all necessary consents, approvals and waivers from such referee
to (a) act as your business referee; (b) post and publish their contact details
and information, reference letters and comments on their behalf; and (c) that
third parties may contact such business referees to support claims or
statements made about you. You further warrant and agree that all reference
letters and comments are true and accurate and third parties may contact the
business referees without the need to obtain your consent.
5.9 Member agrees to
provide all necessary information, materials and approval, and render all
reasonable assistance and cooperation necessary for www.zendro.eu’s provision
of the Services, evaluating whether Member has breached the Terms and/or
handling any complaint against the Member. If Member’s failure to do so
results in delay in, or suspension or termination of, the provision of any
Service, www.zendro.eu shall not be obliged to extend the relevant
service period nor be liable for any loss or damages arising out of or in
connection with such delay, suspension or termination.
acknowledges and agrees that www.zendro.eu reserves the right to, but shall not be
required to actively monitor or exercise any editorial control whatsoever over
the content of any message or material or information (including User Content)
created, obtained or accessible through the Services or Sites. www.zendro.eu does not endorse, verify or otherwise certify the contents
of any comments or other material or information (including User Content)
created, submitted, posted, displayed or otherwise made by any Member. Each
Member is solely responsible for the contents of their communications and may
be held legally liable or accountable for the content of their comments or
other material or information
acknowledges and agrees that the Sites and Services may only be used by
businesses and their representatives for business use and not for individual
consumers or for personal use.
5.12 Member acknowledges and agrees that each Member is solely responsible for observing applicable laws and regulations in its respective jurisdictions to ensure that all access and use of the Site and Services are in compliance with the same.
5.13 Each Member represents, warrants and agrees that
(a) you and your affiliates shall comply with applicable laws and regulations in conducting your respective business (including without limitation applicable laws and regulations with respect to product safety, intellectual property rights, data privacy, consumer protection, product or regulatory certification, import and export control, unfair competition, price gouging, false advertising, labor, environment, health and safety, anti-bribery and anti-money laundering)；
(b) you and your affiliates are not the subject of any trade restrictions, sanctions or other legal restrictions enacted or proposed to be enacted by any country, international organization or jurisdiction ("Relevant Subjects");
(c) you and your affiliates are not offering products or services that would likely trigger any international trade restrictions, sanctions or other legal restrictions by any Relevant Subjects;
(d) neither you, or any of your parent companies or affiliates, directly or indirectly, deals with, or provides any funds, goods or services to Relevant Subjects; and
(e) you will at all times comply with all applicable export control and sanctions laws and regulations with regard to products, services, software and technologies in using the Services, including sanctions resolutions, laws and regulations enacted and enforced by the UN Security Council, the People's Republic of China, the United States of America, and any other country.
If, at any time, you fail to meet any of the above requirements, you should stop using the Services immediately. If www.zendro.eu reasonably believes that any of your conduct violates or threatens to violate any applicable laws and regulations, www.zendro.eu may, at its sole discretion, at any time take action as it may deem appropriate in light of the circumstances, including, but not limited to, terminating the provision of Services to you, closing relevant purchase orders, and terminating your accounts, while reserving all rights it may have regarding any non-compliant actions or conduct of its members.
6. Breaches by Members
6.1 www.zendro.eu reserves the right in our sole discretion to remove, modify or reject any User Content (in whole or in part) that you submit to, post or display on the Sites which we reasonably believe (i) violates any applicable laws and regulations, (ii) violates the Terms hereunder, (iii) could subject www.zendro.eu or our affiliates to liability, (iv) infringes any Third Party Rights, (v) could harm the interests of our Members, third party or www.zendro.eu or our affiliates, or (vi) is otherwise found inappropriate in www.zendro.eu’s sole discretion.
6.2 If any Member
breaches any Terms, or if www.zendro.eu has reasonable grounds to believe that a
Member is in breach of any Terms, www.zendro.eu shall have the right to take such
disciplinary actions as it deems appropriate, including without limitation: (i)
suspending or terminating the Member’s account and any and all accounts
determined to be related to such account by www.zendro.eu
in its sole discretion without liability for any losses or damages arising out
of or in connection with such suspension or termination; (ii) restricting,
downgrading, suspending or terminating the subscription of, access to, or
current or future use of any Service; (iii) removing any product listings or
other User Content that the Member has submitted, posted or displayed, or
imposing restrictions on the number of product listings or User Content that
the Member may post or display; (iv) imposing other restrictions on the
Member’s use of any features or functions of any Service as www.zendro.eu may consider appropriate in its sole discretion; and (v)
any other corrective actions, discipline or penalties as www.zendro.eu may deem necessary or appropriate in its sole
6.3 Without limiting the generality of the provisions of the Terms, a Member would be considered as being in breach of the Terms in any of the following circumstances:
a) upon complaint or claim from any third party, www.zendro.eu has reasonable grounds to believe that such Member has willfully or materially failed to perform your contract with such third party including without limitation where a Member who supplies products or services using the Sites and Services has failed to deliver any items ordered by such third party after receipt of the purchase price, or where the items such Member has delivered materially fail to meet the terms and descriptions outlined in your contract with such third party,
b) www.zendro.eu has reasonable grounds to suspect that such Member has used a stolen credit card or other false or misleading information in any transaction with a counter party,
c) www.zendro.eu has reasonable grounds to suspect that any information provided by the Member is not current or complete or is untrue, inaccurate, or misleading, or
d) www.zendro.eu believes that the Member’s actions may cause financial loss or legal liability to www.zendro.eu or our affiliates or any other Users.
6.4 www.zendro.eu reserves the right to cooperate fully with governmental
or regulatory authorities, law enforcement bodies, private investigators and/or
injured third parties in the investigation of any suspected criminal or civil
wrongdoing. Further, to the extent permitted by applicable laws and
policies, www.zendro.eu may disclose the Member's identity, contact
information and/or information regarding the Member's account(s), transactions
or activities carried out on or via the Site, if requested by a government,
regulatory or law enforcement body or an injured third party, or as a result of
a subpoena or other legal action. www.zendro.eu
shall not be liable for damages or results arising from such disclosure, and
Member agrees not to bring any action or claim against www.zendro.eu for such disclosure.
6.5 www.zendro.eu may, at any time and in our reasonable discretion, impose limitations on, suspend or terminate the Member’s use of any Service or the Sites without being liable to the Member if www.zendro.eu has received notice that the Member is in breach of any agreement or undertaking with any affiliate of www.zendro.eu and such breach involves or is reasonably suspected to involve dishonest or fraudulent activities. www.zendro.eu reserves the right to, but shall not be required to investigate such breach or request confirmation from the Member.
6.6 Each Member
agrees to indemnify www.zendro.eu, our affiliates, directors, employees, agents
and representatives and to hold them harmless, from any and all damages,
losses, claims and liabilities (including legal costs on a full indemnity
basis) which may arise from your submission, posting or display of any User
Content, from your access to or use of the Sites or Services, or from your
breach of the Terms or any Additional Agreements.
6.7 Each Member further agrees that www.zendro.eu is not responsible, and shall have no liability to you or anyone else for any User Content or other material transmitted through the Sites or Services, including fraudulent, untrue, misleading, inaccurate, defamatory, offensive or illicit material and that the risk of damage from such User Content or other material rests entirely with the Member. www.zendro.eu reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the Member, in which event the Member shall cooperate with www.zendro.eu in asserting any available defenses.
7. Transactions Between Buyers and Sellers
7.1 Through the
Sites, www.zendro.eu provides electronic web-based platforms for
exchanging information between buyers and sellers of products and services.
However, for any Services, www.zendro.eu does not represent either the seller or the
buyer in specific transactions. www.zendro.eu does not control and is not liable or
responsible for the quality, safety, lawfulness or availability of the products
or services offered for sale on the Sites, the ability of the sellers to
complete a sale or the ability of buyers to complete a purchase.
7.2 Users are hereby
made aware that there may be risks of dealing with people acting under false
pretenses. www.zendro.eu uses several techniques to verify the
accuracy of certain information our paying Users provide us when they register
for a paying membership service on the Sites. However, because user
verification on the Internet is difficult, www.zendro.eu
cannot and does not confirm each User's purported identity (including, without
limitation, paying Members). We encourage you to use various means, as well as
common sense, to evaluate with whom you are dealing.
7.3 Buyers and
sellers accessing or using the Sites or Services shall assume the risks of
conducting any purchase and sale transactions in connection with or through the
Sites or Services. Buyer and sellers accessing or using the Site or Services
shall also fully assume all risks of liability or harm of any kind arising out
of or in connection with any subsequent activity relating to the products or
services that are the subject of the transactions on the Sites. Examples of
such risks shall include, but are not limited to, mis-representation of
products and services, fraudulent schemes, unsatisfactory product quality,
failure to meet specifications, defective or dangerous products, unlawful
products, delay or default in delivery or payment, cost mis-calculations,
breach of warranty, breach of contract, transportation accidents, the risk that
the manufacture, importation, export, distribution, offer, display, purchase,
sale and/or use of products or services offered or displayed on the Sites may
violate or may be asserted to violate Third Party Rights, and the risk that
Users may incur costs of defense or other costs in connection with third
parties’ assertion of Third Party Rights, or in connection with any claims by
any party that they are entitled to defense or indemnification in relation to
the assertion of rights, demands or claims by claimants of Third Party Rights.
Examples of such risks also include the risk of claims from consumers, other
purchasers, end-users of products or other third parties that they have
suffered injuries or harm from their use of the products obtained through the
Sites or Services. All of the foregoing risks are referred to as
"Transaction Risks". www.zendro.eu is not liable or responsible for any damages,
claims, liabilities, costs, harm, inconveniences, business disruptions or
expenditures of any kind that may arise a result of or in connection with any
7.4 User agrees to provide all information and materials as may be reasonably required by www.zendro.eu in connection with your transactions conducted on, through or as a result of use of the Sites or Services. www.zendro.eu has the right to suspend or terminate any User’s account if the User fails to provide the required information and materials without liability for any losses or damages arising out of or in connection with such suspension or termination.
7.5 In the event that any User has a dispute with any party to a transaction, such User agrees to release and indemnify www.zendro.eu (and our agents, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limitation any actual, special, incidental or consequential damages) arising out of or in connection with such dispute or the transaction.
8. Limitation of Liability
8.1 TO THE MAXIMUM
EXTENT PERMITTED BY LAW, THE SERVICES PROVIDED BY WWW.ZENDRO.EU
ON OR THROUGH THE SITES ARE PROVIDED "AS IS", "AS
AVAILABLE" AND “WITH ALL FAULTS”, AND WWW.ZENDRO.EU
HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF CONDITION, QUALITY, DURABILITY,
PERFORMANCE, ACCURACY, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE. ALL SUCH WARRANTIES, REPRESENTATIONS, CONDITIONS, AND UNDERTAKINGS ARE
8.2 TO THE MAXIMUM
EXTENT PERMITTED BY LAW, WWW.ZENDRO.EU MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT
THE VALIDITY, ACCURACY, CORRECTNESS, RELIABILITY, QUALITY, STABILITY,
COMPLETENESS OR CURRENTNESS OF ANY INFORMATION PROVIDED ON OR THROUGH THE
SITES; WWW.ZENDRO.EU DOES NOT REPRESENT OR WARRANT THAT THE
MANUFACTURE, IMPORTATION, EXPORT, DISTRIBUTION, OFFER, DISPLAY, PURCHASE, SALE
AND/OR USE OF PRODUCTS OR SERVICES OFFERED OR DISPLAYED ON THE SITES DOES NOT
VIOLATE ANY THIRD PARTY RIGHTS; AND WWW.ZENDRO.EU
MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING ANY PRODUCT OR
SERVICE OFFERED OR DISPLAYED ON THE SITES.
8.3 Any material
downloaded or otherwise obtained through the Sites or Services is done at each
User's sole discretion and risk and each User is solely responsible for any
damage to its own or to www.zendro.eu’s computer system(s) or any loss of data
that may result from the download of any such material. No advice or
information, whether oral or written, obtained by any User from www.zendro.eu or through or from the Sites shall create any warranty
not expressly stated herein.
8.4 The Sites may make
available to User services or products provided by independent third parties.
No warranty or representation is made with regard to such services or
products. In no event shall www.zendro.eu or our affiliates be held liable for any such
services or products.
8.5 Each User hereby
agrees to indemnify and hold www.zendro.eu, our affiliates, directors, officers
and employees harmless, from any and all losses, claims, liabilities (including
legal costs on a full indemnity basis) which may arise from such User's access
to or use of the Sites or Services (including but not limited to the
submission, posting or display of such User's information and User Content on
the Sites, www.zendro.eu Channels or Third Party Channels under
Promotion Services) or from your breach of any of the representations,
warranties hereunder and the terms and conditions of the Terms. Each User
hereby further agrees to indemnify and hold www.zendro.eu, our affiliates,
directors, officers and employees harmless, from any and all losses, damages,
claims, liabilities (including legal costs on a full indemnity basis) which may
arise from User's breach of any representations and warranties made by User to www.zendro.eu,
including but not limited to those set forth in clause 5 hereunder.
8.6 Each User hereby
further agrees to indemnify and save www.zendro.eu, our affiliates, directors,
officers and employees harmless, from any and all losses, damages, claims,
liabilities (including legal costs on a full indemnity basis) which may arise,
directly or indirectly, as a result of any claims asserted by Third Party
Rights claimants or other third parties relating to the User Content,
information and/or products offered or displayed on the Sites. Each User hereby
further agrees that www.zendro.eu is not responsible and shall have no
liability to you, for any material posted by others, including defamatory,
offensive or illicit material and that the risk of damages from such material
rests entirely with each User. www.zendro.eu reserves the right, at our own expense, to
assume the exclusive defense and control of any matter otherwise subject to
indemnification by you, in which event you shall cooperate with www.zendro.eu in asserting any available defenses.
8.7 www.zendro.eu shall not be liable for any special, direct, indirect,
punitive, incidental or consequential damages or any damages whatsoever
(including but not limited to damages for loss of profits or savings, business
interruption, loss of information), whether in contract, negligence, tort,
equity or otherwise or any other damages resulting from any of the following:
a) the use or the inability to use the Sites or Services;
b) any defect in goods, samples, data, information or services purchased or obtained from a User or any other third party through the Sites or Services;
c) violation of Third Party Rights or claims or demands that User's manufacture, importation, exportation, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the Sites or through the Services may violate or may be asserted to violate Third Party Rights; or claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants;
d) unauthorized access by third parties to data or private information of any User;
e) statements or conduct of any User of the Sites or Services; or;
f) any matters relating to the Sites or Services, however arising, including negligence.
any of the foregoing provisions, the aggregate liability of www.zendro.eu, our
employees, agents, affiliates, representatives or anyone acting on our behalf
with respect to each User for all claims arising from the access to or use of
the Sites or Services during any calendar year shall be limited to the greater
of (a) the amount of fees the User has paid to www.zendro.eu
in exchange for the access to or use of the Site or Services during the
calendar year and (b) the maximum amount permitted under the applicable law.
The preceding sentence shall not preclude the requirement by the User to prove
actual damages. All claims arising from the use of the Sites or Services must
be filed within one (1) year from the date the cause of action arose or such
longer period as prescribed under the applicable law governing the Terms.
8.9 The limitations and exclusions of liability to you under the Terms shall apply to the maximum extent permitted by law and shall apply whether or not www.zendro.eu has been advised of or should have been aware of the possibility of any such losses arising.
9. Force Majeure
www.zendro.eu shall not be liable for or required to pay compensation of any nature whatsoever for any loss arising from the unavailability, inconvenience or failures of the services or systems due to the following reasons: (i) system shut-down for maintenance; (ii) inability to transmit data due to failures in communications terminals or telecommunications equipment; (iii) systems failure and inability to perform its functions) due to force majeure events including but not limited to typhoons, earthquakes, tsunamis, floods, power failure, fires, storms, war, political unrest, labour strikes, shortage of labor or materials, riots, insurrections, civil disturbances, terrorist attack, explosions, acts of God, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties; or (iv) suspension or delay of services or systems failure due to reasons beyond the reasonable control of www.zendro.eu such as hacker or cyber-attacks, technical adjustments or failure of the telecommunications department, website upgrades, third party problems or any suspension or disruption of transportation or business operation (including but not limited to delays or disruption of the resumption of work or operation ordered by any government agency) in the event of a national or regional spread of epidemic or pandemic.
10. Intellectual Property Rights
10.1 www.zendro.eu is the sole owner or lawful licensee of all the rights
and interests in the Sites and the Site Content. The Sites and Site Content
embody trade secrets and other intellectual property rights protected under
worldwide copyright and other laws. All title, ownership and intellectual
property rights in the Sites and Site Content shall remain with www.zendro.eu,
our affiliates or licensors, as the case may be. All rights not otherwise
claimed under the Terms or by www.zendro.eu are hereby reserved.
10.2 www.zendro.eu may have independent third parties involved in the provision of the Sites or Services (e.g., the authentication and verification service providers). You may not use any trademark, service mark or logo of such independent third parties without prior written approval from such parties.
10.3 To the largest extent permissible under applicable law, all rights, title and interest to all derivative work created by www.zendro.eu and/or its affiliates using User Content pursuant to the Terms shall belong to www.zendro.eu, which may be freely assignable, licensable or grantable by www.zendro.eu to any third party or its affiliates.
11. General Provisions
11.1 Subject to any
Additional Agreements, the Terms constitute the entire agreement between you
and www.zendro.eu with respect to and govern your use of the
Sites and Services, superseding any prior written or oral agreements in
relation to the same subject matter herein.
11.2 www.zendro.eu and you are independent contractors, and no agency,
partnership, joint venture, employee-employer or franchiser-franchisee
relationship is intended or created by the Terms.
11.3 If any provision
of the Terms is held to be invalid or unenforceable, such provision shall be
deleted and the remaining provisions shall remain valid and be enforced.
11.4 Headings are for
reference purposes only and in no way define, limit, construe or describe the
scope or extent of such clause.
failure to enforce any right or failure to act with respect to any breach by
you under the Terms will not constitute a waiver of that right nor a waiver of www.zendro.eu’s
right to act with respect to subsequent or similar breaches.
11.6 www.zendro.eu shall have the right to assign the Terms (including all
of our rights, titles, benefits, interests, and obligations and duties in the
Terms to any person or entity (including any affiliates of www.zendro.eu). You
may not assign, in whole or part, the Terms to any person or entity.
12.7 This Agreement is governed by the Dutch law with exclusive jurisdiction Court of Rotterdam
12.8 If you have any comments on the Services we provide to you, you may contact our customer service support line email@example.com with any such feedback or questions.