Armada

Terms and Conditions

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Published on September 20, 2023

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1. General

A. These terms and conditions constitute a legally binding agreement (Agreement) between Zoomo PTY LTD (ACN 617 521 150) (Zoomo, we, us, our) and you. You and Zoomo are collectively referred to as “the parties”.

B. The Agreement governs any products and services provided to you through the Zoomo websites (Site), online through the Zoomo platform or that Zoomo otherwise provides or makes accessible to you (Services).  This Agreement does not apply if you have a written agreement executed by Zoomo for the provision of the Services, in which case such agreement will govern your use of the Services.

C. By accessing and using the Services, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement. If you do not agree with the terms of this Agreement, you must stop using the Services. You acknowledge that this Agreement is a contract between you and Zoomo, even though it is electronic and is not physically signed by you, and it governs your use of the Services.

D. You warrant that you are over the age of eighteen and have the power and authority to enter into and perform your obligations under this Agreement. If you enter into this Agreement on behalf of your company, then “you” in the remainder of this Agreement means your company, and you warrant that you are properly authorised to bind your company to this Agreement.

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2. Scope

A. This Agreement consists of:

• (i) the terms specified in the relevant order form (Order);
• (ii) these terms and conditions;
• (iii) any additional terms related to the Services, as applicable; and
• (iv) the Privacy Policy, and any other Zoomo policies and attachments posted on the Site or through our platform, each of which may be modified from time to time (Zoomo).

B. If any of the terms listed in this section, the terms first listed will have priority to the extent of any inconsistency.

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3. Use of the Services

A.  Subject to the applicable Order and this Agreement, Zoomo hereby grants to you a revocable, non-exclusive, non-transferable, limited license to download, install and use the Services for non-commercial purposes and in accordance with the product documentation.

B. Zoomo may also offer certain Services to you at no charge, including free accounts, trial use, and access to beta products (No-Charge Services). Your use of No-Charge Services is subject to any additional terms that Zoomo specifies from time to time and is only permitted for the period designated by Zoomo, or if no such period is designated, 30 days. Zoomo may terminate your right to use No-Charge Services at any time and for any reason in its sole discretion, without liability to you.

C. Zoomo reserves the right to make changes to the Services in its sole discretion from time to time, including the functionality, performance, user interface, usability, and the service description published on the Site or that Zoomo provides to you, and you agree that this Agreement will apply to any changes or updates to the Services.

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4. Account security and privacy

A. You are responsible for maintaining the security of your account and you are fully responsible for all activities that occur under the account and any other actions taken in connection with it. We may, but have no obligation to, monitor and review new accounts before you may sign in and start using the Services.  You agree to use reasonable efforts to prevent unauthorized access or use of the Services and to promptly notify Zoomo if you believe (a) any of your credentials have been lost, stolen or made available to an unauthorized third party or (b) an unauthorized third party has accessed the Services.

B. Zoomo will employ administrative, physical and technical measures in accordance with applicable industry practice to protect the Services and prevent the accidental loss or unauthorized access, use, alteration or disclosure of your data under its control.

C. Zoomo will not use any of your data for any purpose except the sole purpose of providing the Services and otherwise in accordance with the Privacy Policy. Zoomo may also process your data on an aggregated and/or anonymized basis to: (i) develop new services and features; (ii) analyze patterns and trends; and (iii) internally evaluate the efficacy and benchmarking of its Services (Aggregated Data).

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5. Billing and payments

A. You must pay all fees for the Services in accordance with the rates and currency set out in the applicable Order(s). Other than where expressly provided for under this Agreement, all fees are non-refundable, non-cancellable and non-creditable.

B. You will be billed the fees for the Services in accordance with the terms of the Order.

C. Your Order, and any other amounts owing to Zoomo will be billed by (i) direct debit of your credit card or debit card, in which case you authorise Zoomo to debit you in the month prior to the commencement of the annual or monthly billing cycle (as applicable), or (ii) by such other forms of payment that Zoomo makes available, which may be subject to additional terms and conditions.

D. You are responsible for any duties, customs fees, or taxes associated with the supply of the Services or any other goods or services provided by Zoomo to you, including any VAT, GST or other applicable sales tax, and any related penalties or interest (Taxes), and you will pay Zoomo for the Services without any withholding for Taxes. If Zoomo is required to collect or pay Taxes, the Taxes will be invoiced to you. You must provide Zoomo with any information Zoomo reasonably requests to determine whether Zoomo is obliged to collect Taxes from you, including your relevant Tax identification number.

E. Each Order will automatically renew for additional periods of the same duration as the expiring Order Term (each, a Renewal Order Term). You authorize Zoomo to automatically charge you for the applicable fees on or after the start date of each Renewal Order Term unless the Order has been terminated or canceled in accordance with this Agreement.

F. Zoomo, in its sole discretion and at any time, may modify the fees for the Services. Any fee change will become effective at the end of the then-current billing cycle.  Zoomo will provide you with a reasonable prior notice of any change in fees to give you an opportunity to terminate your subscription before such change becomes effective. Your continued use of the Services after the fee change comes into effect constitutes your agreement to pay the modified fee amount.

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6. Prohibited uses

In addition to other terms in this Agreement, you must not:

• (a) rent, lease, distribute, license, sublicense, sell, transfer, assign, distribute or otherwise provide access to the Services to a third party;
• (b) reproduce, modify, adapt, or create derivative works of, the Services or remove or tamper with any disclaimers or other legal notices in the Services;
• (c) reverse engineer, disassemble, decompile, transfer, exchange or translate the Services or otherwise seek to obtain or derive the source code;
• (d) incorporate the Services into any service that you provide to a third party; or
• (e) use the Services without obtaining all necessary consents to comply with applicable law.
  

You must also not use the Services:

• (a) for any unlawful purpose;
• (b) to solicit others to perform or participate in any unlawful acts;
• (c) to violate any international national or local laws regulations, rules or ordinances;
• (d) to infringe or violate our intellectual property rights or the intellectual property rights of others;
• (e) to display, distribute, duplicate, publish create derivative works from modify, sell or resell for commercial purposes;
• (f) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Services, third party products and services, or the Internet;
• (g) to interfere with or circumvent the security features of the Services, third party products and services, or the Internet;
• (h) use the Services to gain competitive intelligence about Zoomo or its affiliates or to compete with Zoomo; or
• (i) to copy the appearance or functions of the Services or any portion of the Services.
  

Zoomo reserves the right to terminate your use of the Services for violating any of the prohibited uses.

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7. Intellectual Property Rights

A. Zoomo has and retains all rights, title and interest, including all Intellectual Property Rights anywhere in the world in and associated with the Services.

“Intellectual Property Rights” means all present and future rights at law, equity or in relation to any copyright and related rights, trademarks, designs, patents, inventions, goodwill and the right to sue for passing off, rights to inventions, rights to use, and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, rights to claim priority from, such rights and all similar or equivalent rights or forms of protection and any other results of intellectual activity which subsist or will subsist now or in the future in any part of the world.

B. You grant to Zoomo a non-exclusive, worldwide, irrevocable, royalty-free licence (including the right to sublicense) to use and develop the Intellectual Property Rights in your data to the extent required to: (i) enable Zoomo to exercise its rights and discharge its obligations under this Agreement, including to provide or support the Services, and to offer to provide you with any other goods or services (including other products); and (ii) generate aggregated data sets, reports and analysis relating to technical data about use of the Services in a form that is anonymised and does not identify you or any individual. You acknowledge and agree that Zoomo will own all Intellectual Property Rights in Aggregated Data.

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8. Third Party Services

If you choose to use any third party services in connection with the Services, Zoomo may provide such third parties access or use of your data to the extent required for the interoperation of the Services with the third party services. ZOOMO DISCLAIMS ALL LIABILITY FOR ANY THIRD PARTY SERVICES AND FOR THE ACTS OR OMISSIONS OF ANY THIRD PARTY PROVIDERS OF THIRD PARTY SERVICES.

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9. Disclaimer of warranty

Except as expressly stated in this Agreement or required under any applicable law, the Services and any other goods or services provided by Zoomo to you are provided on an “as is” basis, and Zoomo does not make any representation or warranty (express or implied) in respect of the Services or any other goods or services provided to you, including, without limitation, any implied warranty of merchantability, of fitness for a particular purpose, that operation of the Services will be uninterrupted or error free, or that all defects will be corrected, nor do we make any warranty as to the results that may be obtained from the use of the Services or as to the accuracy or reliability of any information obtained through the Services or that defects in the Services will be corrected. You understand and agree that any material and/or data downloaded or otherwise obtained through the use of Services is done at your own discretion and risk and that you will be solely responsible for any damage or loss of data that results from the download of such material and/or data.

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10. Limitation of liability

A. To the fullest extent permitted by law, in no event shall either party be responsible to the other party for any lost profits, indirect, special, incidental, or consequential damages whatsoever.

B. Zoomo’s aggregate liability for any claims in connection with this Agreement shall not exceed the total amount actually paid by you to Zoomo under this Agreement during the twelve month period immediately prior to the event giving rise to the liability.

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11. Indemnification

You agree to indemnify and hold Zoomo and its affiliates harmless from and against any liabilities, losses, damages or costs, including reasonable attorneys’ fees, incurred in connection with or arising from any third party allegations, claims, actions, disputes, or demands asserted against any of them as a result of or relating to your use of the Services.

12. Confidentiality

Each party must keep confidential and not disclose to any third party confidential information of the other party, with the exception that a party may disclose such confidential information to:

• (i) a third party with the prior written consent of the other party;
• (ii) the party, or affiliates or subsidiaries of such party’s officers, agents, professional advisers, employees, contractors, subcontractors, auditors and insurers; and
• (iii) where the party is legally compelled to do so by any government or any governmental, administrative, regulatory, fiscal or judicial body, department, commission, authority, tribunal, or agency, provided that it first uses commercially reasonable efforts to give the other party written notice prior to disclosure if permitted by law.

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13. Assignment

You may not assign, resell, sub-license or otherwise transfer or delegate any of your rights or obligations in this Agreement, in whole or in part, without our prior written consent, which consent shall be at our own sole discretion and without obligation; any such assignment or transfer shall be null and void.

14. Termination

Zoomo may terminate this Agreement in whole or part, including any particular Order(s), immediately upon providing notice to you if you:

• (i) are in material breach of this Agreement and do not cure the breach within thirty (30) days after written notice of the breach;
• (ii) cease to operate, has an administrator appointed, enters a deed of company arrangement or other form of administration involving one or more of its creditors, is subject to an order that it be wound up, declared bankrupt, or that a liquidator or receiver be appointed, or otherwise becomes insolvent or is unable to meet its financial obligations;
• (iii) have failed to pay any fees within thirty (30) days after the relevant due date;
• (iv) infringe Zoomo’s Intellectual Property Rights; or
• (v) use the Services to breach any applicable law or any of Zoomo’s policies.

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15. General

A. This Agreement constitutes the entire agreement between you and Zoomo regarding the provision of Services.

B. Our products and services come with guarantees that cannot be excluded under the Australian Consumer Law. Nothing in this Agreement impacts your rights under Australian Consumer Law, including your right to a remedy if we fail to meet a consumer guarantee.

C. This Agreement and any dispute or claim arising out of, or in connection with it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of the State New South Wales within the Commonwealth of Australia. The parties irrevocably agree that the courts of that State and courts of appeal from them, shall have exclusive jurisdiction to settle any dispute or claim arising out of, or in connection with, this Agreement, its subject matter or formation (including non-contractual disputes or claims).

D. Zoomo may send notices to you at your last known home or email address, telephone number or other contact details. You must send notices by email to our customer service team at hello@ridezoomo.com or contact Zoomo by accessing the website (www.ridezoomo.com).

E. Zoomo may update or modify the terms of this Agreement from time to time to respond to changes in our products, services, business or as required by law, by giving notice to you. If an update or modification to the terms of this Agreement materially reduces your rights, you may terminate this Agreement upon providing 30 days prior written notice to Zoomo.