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ZILLYWIN USER AGREEMENT
Effective Date: December 1, 2020
ZillyWin Inc. (hereinafter referred to as
"ZillyWin", "we", "us", or
"our") is
a corporation incorporated pursuant to the laws of Ontario.
We provide an online service that assists event holders
(“Event Coordinator”) in the management of raffle, promotion or fundraising
event
(“Raffle”) through use of our mobile application software or online platform (the
“Application”) that is available and accessible via our website https://www.zilly.win
(the “Site”) that automatically notifies and contacts a participant
(“Ticket Holder”) that they have purchased a winning raffle ticket (“Ticket”).
The Application and
other associated software, products and services (the Site, the Application and other
related services collectively referred to as the “Services”).
This Agreement sets forth the binding terms and conditions
for users (“you”, “your” or a “user”) of the Services provided by
ZillyWin. Please
read this User Agreement (the “Agreement”) carefully before using the Services. If
you do not
agree with this Agreement, then you must immediately stop use of the Services.
1. Acceptance of Terms
By accessing the Site, installing our Application or using our Services, you agree to be
bound by this Agreement. The Services are offered subject to acceptance of all the terms and
conditions contained in this Agreement and all other operating rules, policies, and
procedures that may be published on the Site from time to time, including the Privacy Policy
which can be found at https://zilly.win/privacy-policy.html.
2. Modification
ZillyWin reserves the right, at its sole discretion, to change, suspend, or discontinue the
Services (including, but not limited to, the Site, the Application, or any feature thereof)
at any time for any reason. ZillyWin may also impose limits on certain features and services
or restrict access to parts or all of the Services without notice or liability.
We reserve the right to modify this Agreement at any time, and without prior notice, by
posting an amended Agreement that is accessible on our Site. You should review the effective
date for each Agreement.
Notwithstanding the forgoing, we may update the Services from time to time with new versions,
bug fixes or updates.
3. License for Access and Use
ZillyWin grants users a limited, non-exclusive, non-transferable, non-sublicensable,
revocable license to access and make personal use of the Services for the purposes of
facilitating a Raffle.
4. Prohibition
As a condition to use the Services, you shall not:
- reproduce, duplicate, modify, copy, sell,
resell, or otherwise exploited for any commercial purpose the Services, its contents or
any portion
thereof without express written consent from ZillyWin;
- use the Services to run a promotion and
manipulate Ticket Holders into entering your Raffle without the intention of giving out
a prize;
- use the Services to run or promote illegal
or immoral business activities;
- put into your Raffle or account any
material that was not created by you, provided to you to use, or that would violate any
third party’s
rights;
- use email addresses collected by ZillyWin
maliciously or violate the CAN-SPAM Act;
- use any mass emailing option in a manner
that violates the CAN-SPAM Act, or any other relevant laws governing mass electronic
communications in
effect from time to time, including sending “spam” emails;
- use the Services for any illegal or
unauthorized purposes;
- post, email, upload, transmit or otherwise
make available any information, materials or other content that is illegal, abusive,
harmful,
threatening, harassing, obscene, defamatory, offensive, invades another’s privacy, or
promotes bigotry,
racism, hatred or harm against any individual or group;
- use any false information in your account,
or impersonate any person or entity or falsely state or otherwise misrepresent your
affiliation with a
person or entity;
- use of data mining, robots,
screen-scraping, or similar data gathering and extraction tools;
- set up multiple accounts, unless you have
legal permission to do so;
- collect, upload, phish, post, email,
transmit or otherwise make available credit card information or other forms of financial
data used for
collecting payments;
- reverse engineer, decompile or disassemble
any of the software used to provide the Services, including the Application and the
Site; or
- interfere with or disrupt the Services, or
any servers or networks connected to the Services, or disobey any requirements,
procedures, policies or
regulations of networks connected to the Services.
5. Account
In order to use the Services, you must register an account. To register the account, you
must:
- be able to enter into a legally binding agreement, including meeting any age
requirements according to the relevant jurisdiction;
- If you are registering as a business entity, you represent you have the authority to
bind such entity;
- Are permitted to or are authorized to participate in Raffles in your respected
territory; and
- Agree to and comply with this Agreement,
By using the Services and registering an account, you represent and warrant information
provided is complete, accurate and valid. If any information changes, you must promptly
update the details of your account. We reserve the right to temporarily or permanently
suspend accounts with incomplete, inaccurate or misleading information.
You or Zillywin may terminate your account at any time and for any reason by giving written
notice to the other party. Once the account is terminated, you acknowledge and agree that we
may permanently delete your account and all data associated with it, including any Raffle.
You are solely responsible for maintaining the confidentiality of your account information
and password. You are solely responsible for the activity relating to your account. Account
information, including email addresses, is private and will not be given, sold, or shared
with third parties.
6. Privacy and Communications
We reserve the right to send notifications of renewals, special offers, updates to our
software and terms and conditions to the extent permitted by the CAN-SPAM Act and other
relevant privacy law in Canada. YOU AGREE THAT ZILLYWIN MAY COLLECT AND USE PERSONAL
INFORMATION AS WELL AS NON-PERSONAL INFORMATION SUBJECT TO THE TERMS OF THE PRIVACY POLICY.
All communications between you and ZillyWin are confidential and subject to our Privacy
Policy as prepared from time to time.
You agree that you may communicate to other third parties or users of the Services in
compliance with this Agreement and to the extent permitted by the CAN-SPAM Act and other
relevant privacy laws. You will not use any mass emailing options available through the
Services to send spam or malicious emails. You are responsible for all content contained in
mass emails sent by you through the Services.
7. Third Party Services
The Services use third party applications and services to provide certain features of the
Services, including Google Maps. You acknowledge and agree that by signing up for an account
and by using the Services, you will review and comply with the terms of use and privacy
policy of such third parties. Please contact us should you have any questions.
When you download the Application through the Apple App
Store, Google Play or any other app store or distribution platform (“App Provider”),
you
acknowledge and agree that: (i) this Agreement is between you and Zillywin, and not with the
App
Provider, and that we are responsible for the Services, not the App Provider, (ii) the App
Provider has
no obligation to furnish maintenance and support services or handle any warranty claims,
(iii) the App
Provider is not responsible for addressing any claims you or any third party have relating
to the App,
and (iv) the App Provider is a third party beneficiary of these Terms as related to your use
of the
Application, and the App Provider will have the right to enforce this Agreement as related
to your use
of the Application against you.
8. Links to Third Parties
The Site may provide, or third parties may provide, links to other websites and resources. We
have no control over and do not monitor such sites and resources. You acknowledge and agree
that we are not responsible for the availability of such third-party sites, services or
resources, and do not endorse and are not responsible or liable for any content,
advertising, or other material available on such sites. You further acknowledge and agree
that we shall not be responsible or liable, directly or indirectly, for any damage or loss
caused or alleged to be caused by or in connection with the use of or reliance on any such
third-party content, goods or services available on or through any such site or resource.
9. Payment for Certain Services
Certain Services offered by ZillyWin require payment to
use them (“Paid Services”). Other Services do not require payment and can be used
without
providing payment (“Free Services”).
If you will be using Paid Services, you will be required to pay the App Provider a fee to
purchase the Application. You agree that you will provide the App Provider with valid
payment information and authorize them to deduct charges against you. Anyone using a payment
card represents and warrants that such card is valid, that they are authorized to use that
card, and that any and all charges may be billed to that card. If payment is not provided or
the App Provider is unable to process payment, you will be refused access to the Paid
Services. You agree and acknowledge that ZillyWin is not processing and is not responsible
for the processing of payment between you and the App Provider. You agree and acknowledge
that you may be required to comply with the App Provider’s policies and rules governing
processing payments.
10. Ownership of Intellectual Property
The Site, the Application, the Services and the content therein are proprietary to us and/or
our licensors. Any and all intellectual property rights related to the Services, the
Applicant and the Site are and shall remain our exclusive property or of our licensors.
ZILLYWIN and other trademarks displayed in connection with the Services unless otherwise
indicated, are the exclusive property of ZillyWin. Nothing in this Site or the Services
grants any license or right to use any marks displayed without the written permission of the
owner of the mark. Your misuse of the marks displayed on this Site or any other content on
this Site is strictly prohibited. This provision shall survive termination and expiration of
these Terms and shall remain in full force and effect thereafter. Without derogating from
any of the provisions herein, you agree not to decompile, reverse-engineer, copy, transfer,
assign, rent, resell, distribute or use the Services (or any part thereof, or any software
underlying the Services), other than as expressly authorized by ZillyWin.
11. Acknowledgements, Representations and Warranties
Neither ZillyWin nor its affiliates organize, sponsor, endorse, promote, operate, administer,
control or manage any Raffle listed through the Services. Raffles on the Services are
organized, sponsored, endorsed, promoted, operated, administered, controlled and managed by
an Event Coordinator. Neither ZillyWin or its affiliates will be held responsible for the
content added, nor actions of a Raffle Manger, Ticket Holder, or other users of the
Services. All Raffle postings are the sole responsibility of the Event Coordinator. We do
not and cannot assure the accuracy, truth or quality of the listings on the Services.
When using the Services, if you are an Event Coordinator you represent and warrant that you
have obtained all necessary rights and permissions to organize the Raffle and that such
Raffle will comply with this Agreement. If you are a Ticket Holder, you represent and
warrant you have all necessary rights and permission to enter the Raffle. It is the
responsibility of each Raffle Manger and Ticket Holder that activities on the Services
comply with all applicable laws relating to raffles, including, but not limited to, any laws
relating to the sale, purchase, facilitation, or promotion of raffle tickets on the
internet.
ZillyWin and its affiliates do not have control over and do not guarantee the existence,
quality, safety or legality of the Tickets, the truth or accuracy of Event Coordinator’s or
Ticket Holder’s content, the ability of Event Coordinator to provide, deliver or offer
prizes related to the raffle, the Ticket Holder is holding the winning ticket or the
information contained on the Services concerning raffle dates, drawing/pot size, winning
ticket number(s) etc. is official. The Ticket Holder should check and verify with the Event
Coordinator at the Raffle drawing location or on the organization’s official website. The
Event Coordinator should confirm with Ticket Holder that they have the winning ticket. Any
information contained in the Services are for informational purposes only and should not be
used or considered as official.
You acknowledge ZillyWin nor its affiliates are responsible or liable for the failure of any
Event Coordinator or Ticket Holder (or any third-party) to comply with this Agreement or the
rules, terms, conditions, policies, and applicable laws, rules, or regulations governing any
Raffle.
12. Your Content
Some areas of the Services allow users to submit and publish content such as profile
information, comments, questions, photographs, illustrations and other content or
information. (“Your Content”) You represent that you are free to do so and that you
shall not knowingly provide ZillyWin with Your Content if it infringes upon third parties'
intellectual property rights or you do not have permission to provide such. You further
acknowledge that notwithstanding anything herein to the contrary, any and all rights,
including intellectual property rights in Your Content shall belong exclusively to ZillyWin.
It is further understood that use of Your Content, if any, may be made by ZillyWin at its
sole discretion, and that ZillyWin in no way shall be obliged to make use of any kind of the
Feedback or part thereof.
You retain ownership in Your Content. However, you grant ZillyWin and its affiliates a
non-exclusive, royalty-free, perpetual, irrevocable, license to use, distribute, transmit,
reproduce, modify, adapt, create derivative works from, publicly perform and display your
Content in connection with the Site and Services. You also express waive any and all moral
rights in Your Content upon submitting or publishing such content.
13. Compliance with laws
The administration of a raffle and access or use of the Internet or of certain websites may
be prohibited in certain territories and/or certain restrictions may apply to you in such
territories. Additionally, ZillyWin may need to be registered in your territory. You agree
to contact us to determine if such registration has been affected prior to using the Site or
the Services in association with your raffle. You agree not to use ZillyWin to administer
your raffle, access or use the Services, if such access is prohibited under law applicable
to you. You agree that your use of the Site and Services shall not violate any applicable
local, national or international law, including but not limited to any regulations having
the force of law.
14. Termination
Without prejudice to any other rights, ZillyWin, may terminate this Agreement if you fail to
comply with our terms and conditions. We may for any reason, in our sole discretion and
without liability to you, refuse to accept a Raffle at any time without refund for any
Service previously rendered. We may also cancel your Raffle if used in association with
violations of this Agreement, in any illegal, inappropriate or objectional activity. You
agree that ZillyWin, in its sole discretion and for any or no reason, may terminate any
account (or any part thereof) you may have with ZillyWin or use of the Services and remove
and discard all or any part of your account or any content uploaded by you, at any time.
ZillyWin may also in its sole discretion and at any time discontinue providing access to the
Services, or any part thereof, with or without notice. You agree that any termination of
your access to the Services or any account you may have or portion thereof may be affected
without prior notice, and you agree that ZillyWin will not be liable to you or any third
party for any such termination. Without limiting the generality of the foregoing, ZillyWin
does not permit copyright infringing activities on the Services and reserves the right to
terminate access to the Services and remove all content submitted by any persons who are
found to be repeat infringers. Any actual or suspected fraudulent, abusive, or illegal
activity may be referred to appropriate law enforcement authorities. These remedies are in
addition to any other remedies ZillyWin may have at law or in equity. You may terminate your
account and your right to use the Services at any time and for any reason or no reason.
15. Limitation of Liability
IN NO EVENT SHALL ZILLYWIN'S LIABILITY UNDER, ARISING OUT OF OR RELATING TO THE SITE, USE OF
THE SERVICES, THESE TERMS, OR ARISING FROM ANY CLAIM BY ANY OTHER PARTY EXCEED THE FEES PAID
BY YOU FOR THE SERVICES, IF ANY, EVEN IF ZILLYWIN HAS BEEN INFORMED OF THE POSSIBILITY OF
SUCH DAMAGES. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL
PURPOSE OF ANY LIMITED REMEDY AND ARE FUNDAMENTAL ELEMENTS OF THE BARGAIN BETWEEN US AND
YOU. WITHOUT DEROGATING FROM ANY OF THE FOREGOING, IN NO EVENT WILL ZILLYWIN BE LIABLE FOR
LOST PROFITS, LOSS OF USE, LOSS OF CONTENT OR DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS
OR SERVICES, OR ANY OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, HOWEVER
CAUSED, AND ON ANY THEORY OF LIABILITY, WHETHER FOR BREACH OF CONTRACT, TORT (INCLUDING
NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE, WHETHER OR NOT ZILLYWIN HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION
OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO
YOU.
To the maximum extent permitted by applicable law, ZillyWin assumes no liability or
responsibility for any (i) errors, mistakes, or inaccuracies of content, (ii) personal
injury or property damage, of any nature whatsoever, resulting from your access to or use of
the Site or Services, (iii) any unauthorized access to or use of our secure servers and/or
any and all personal information stored therein, (iv) any interruption or cessation of
transmission to or from the Service, (v) any bugs, viruses, trojan horses, or the like that
may be transmitted to or through our service by any third party, (vi) any errors or
omissions in any content or for any loss or damage incurred as a result of the use of any
content posted, emailed, transmitted, or otherwise made available through the service,
and/or (vii) user content or the defamatory, offensive, or illegal conduct of any third
party. In no event shall ZillyWin, its affiliates, agents, directors, employees, suppliers,
or licensors be liable to you for any claims, proceedings, liabilities, obligations,
damages, losses or costs in an amount exceeding the amount you paid to ZillyWin.
16. Warranty Disclaimer
YOUR USE OF THE SERVICES OR THE SITE IS AT YOUR SOLE RISK. YOU UNDERSTAND AND AGREE THAT YOU
ARE MAKING USE OF THE SITE AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. ZILLYWIN
MAKES NO WARRANTY WITH RESPECT TO ITS SOFTWARE, SERVICES, SITE, TICKETS, RAFFLES, ANY USER
CONTENT, OR THAT EVENT COORDINATORS OR TICKET HOLDERS WILL PERFORM AS PROMISED. ACCORDINGLY,
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND EXCEPT AS SPECIFICALLY PROVIDED IN
THIS AGREEMENT, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. ZILLYWIN DOES NOT WARRANT THAT THE
SERVICES, THE APPLICATION OR ANY CONTENT OR SERVICES WILL BE DELIVERED OR PERFORMED
ERROR-FREE OR WITHOUT INTERRUPTION.
NOTHING IN THESE TERMS OF SERVICE IS INTENDED TO EXCLUDE OR LIMIT ANY CONDITION, WARRANTY,
RIGHT OR LIABILITY WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED. 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 WILLFUL ACTS, NEGLIGENCE, BREACH OF CONTRACT OR
BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THOSE
LIABILITY AND OTHER LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION (IF ANY) WILL APPLY TO
YOU AND OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. Some jurisdictions
do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply
to you. This warranty gives you specific legal rights and you may also have other legal
rights that vary from state to state.
17. Applicable Laws and Jurisdiction
Any claim, dispute or matter arising under or in connection with this Agreement shall be
governed and construed according to the laws of Canada and the Province of Ontario as
applicable.
18. Indemnification
You agree to indemnify us and hold our subsidiaries, affiliates, officers, directors, agents
and other partners or employees, harmless from any claim or demand, including reasonable
legal fees, made by any third-party due to or arising from your use of the Services or the
Site, your violation of this Agreement, or your violation of the rights of any third
parties. You are responsible for your actions when using the Services.
19. Notices.
Notices to you may be sent via either email or regular mail to the address identified in your
account or contact details you provide to us. If you wish to contact ZillyWin or deliver any
notice, you can do so as follows:
By mail to:
ZillyWin Inc.
14596 Heart Lake Road
Caledon, Ontario
L7C 2J7
or by email to: support@zilly.win
20. No Waiver
No waiver of any term of this Agreement shall be deemed a further or continued waiver of such
term of any other term, and ZillyWin’s failure to assert any right or provision under this
Agreements shall not constitute a waiver of such right or provision.
21. Limitation of Claims
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
22. Relationship
No independent contractor, agency, partnership, joint venture, employer-employee or franchisor-franchisee relationship is intended or created by this Agreement.
23. Assignment
This Agreement and any rights or licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by ZillyWin in its sole discretion.
24. Force Majeure
ZillyWin will not be held liable for any delays or failure in performance of any part of the Service, from any cause beyond our control. This includes, but is not limited to, acts of God, changes to law or regulations, embargoes, government lockdowns or restrictions, viral or bacterial outbreak, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, floods, strikes, power blackouts, volcanic action, unusually severe weather conditions, and acts of hackers, or third-party internet service providers.
25. General
This Agreement constitute the entire agreement between you and ZillyWin concerning your access and use of the Services. If any provision of this Agreement is held to be invalid or unenforceable under applicable law, then such provision shall be construed, limited or modified as necessary to eliminate its invalidity or unenforceability without in any way affecting the remaining portion of the Agreement.
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