ZERO DENSITY ACADEMY USER AGREEMENT v.1.0
PLEASE CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT FOR ZERO DENSITY ACADEMY’S ONLINE COURSES (THIS “AGREEMENT”) BEFORE REGISTERING TO THE ZERO DENSITY ACADEMY. BY CLICKING “I ACCEPT” OR PROCEEDING WITH THE REGISTRATION TO THE ZERO DENSITY ACADEMY OR USING THE PLATFORM; USERS ARE INDICATING THAT THEY HAVE READ, UNDERSTOOD AND ACCEPTED THIS AGREEMENT, AND THAT USERS AGREE TO BE BOUND BY ITS TERMS. IF USERS DO NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, THEY SHALL NOT REGISTER TO THE ZERO DENSITY ACADEMY, COPY OR OTHERWISE USE THE COURSE VIDEOS AND DOCUMENTS, DISCONTINUE HIS USE IMMEDIATELY AND DESTROY ALL COPIES IN THEIR POSSESSION.
- 1.1. User
- Name and Surname :
E-Mail Address :
(Hereinafter referred to as “User”)
- 1.2. Zero Density Academy
- Zero Density Yazılım A.Ş.
Zafer SB Mah. Nilüfer Sk. No:29/11 Ege Ser. Böl. Sit. ESBAS B-Blok Apt. Gaziemir, Izmir, Turkey 35410
(Hereinafter referred to as “Company” or “Zero Density”)
Zero Density and the User shall hereinafter be referred to, individually as “the Party”, or, collectively, as “the Parties”.
The following terms shall have the meanings hereinafter set forth for the User Agreement. All the terms that are not defined below are defined in the relevant clauses.
“Assignment System” means the evaluation of digital assets, multimedia assets and documentation uploaded to the system by users at the end of each program.
“Course” means every part of the Certification Program in Zero Density Academy.
“Lesson” means the structured content which constituted each particular part of a Course including videos, documents, presentations and quizzes provided by the Company.
“Legislation” means all legislation applicable in the countries of the Parties if there is any.
“Certification Program” means the name given to each module of the training in the Zero Density Academy and at the end of each Reality Product Certification Program, users shall be tested in different ways as detailed below. It represents collection of the Courses focused on a particular skillset. The terms and conditions of Zero Density Certification Program are regulated in the Exhibit of this Agreement.
“Certificate” or “Reality Certificate” means an accredited document provided by the Company in its sole discretion to the User after satisfactorily demonstrated mastery of the Zero Density Academy assignments.
“User” means participants who are qualified to join the Zero Density Academy by applying in accordance with this Agreement.
“User Account” means the account that Users shall open in order to register Zero Density Academy on the website.
“Zero Density Academy” means the online education platform founded by Zero Density Company.
“Company” means subsidiaries, affiliates, branch offices, etc. of Zero Density Inc. established by the latter and residing in different countries.
“Zero Density Materials” means materials provided by the Zero Density Company to Users, such as video, power point presentation, to use within the scope of the Zero Density Academy.
3. SUBJECT MATTER OF THE AGREEMENT
This User Agreement between the Company and User is governing the terms and conditions regarding the Zero Density Academy program and service.
WHEREAS the Company shall provide an online education program under the Zero Density Academy to the User if the User shall register to the Zero Density Academy in accordance with its obligations according to the Agreement which is defined hereunder under.
WHEREAS this User Agreement will be deemed to be a part of the End User License Agreement (“EULA”) once signed by the Parties and for circumstances not set out here, provisions and terms of the End User License Agreement will apply.
4. TERMS AND CONDITIONS OF REGISTRATION TO THE ZERO DENSITY ACADEMY
- 4.1. User shall create a User Account to participate the Zero Density Academy. User shall provide full name, an email address, and a user password in order to create the User Account.
- 4.2. In order to get Certificate after successful completion of the Program User shall provide country or region of residence, a public username, name, surname, job title, company name, phone number and address. In case User shall not provide this information to the Zero Density, Zero Density may terminate User’s participation in the Program and may not provide the Certificate to the User.
- 4.3. User accepts and undertakes that User shall not divulge or share access or access information of the User Account with any third party for any reason.
- 4.4. User shall provide the Company with accurate and complete information, and User agree to update his information to keep it accurate and complete.
- 4.5. Zero Density Academy courses are intended to provide general information about Reality Ecosystem and Workflows. User accepts and undertakes that registration and completion of the Academy shall not mean that the Company would hire the User.
- 4.6. User shall upload various digital assets, multimedia assets and documentation which are demanded from him by the Company in order to evaluate User’s progress and decide in case the User has satisfactorily demonstrated mastery of the program material.
- 4.7. User is solely responsible for the copyrights and intellectual property rights of the texts, programs, photographs, graphics, videos, animations, and similar materials provided to the Company by the User or posted in Zero Density Academy. User’s sharing of these materials with the Company or posting through Zero Density Academy also indicates that all the licenses and copyrights, permissions and consents regarding the materials belong to the User and all such copyrights and licenses are transferred to the Company by granting a worldwide, non-exclusive, transferable, assignable, royalty-free, perpetual, irrevocable right and license to host, transfer, display, perform, reproduce, modify, distribute, redistribute, relicense, and otherwise use, make available, and exploit them without any place, number or time limitation. In case the Company is faced with any claim and/or has to make payments to third parties due to the content provided by the User, the Company has the right of full and immediate recourse to the User.
- 4.8. Company shall not be responsible for User’s progress, success, failure, or due completion of the programs. User accepts and declares that the decision whether a certificate will be awarded to a given User will be solely within the discretion of the Company
- 4.9. After the completion of the Zero Density Academy programs successfully, Company may provide the Users with a certification of success.
- 4.10. User accepts and declares that he shall keep the User Account password secure and confidential, not permit other third parties to use his User Account, refrain from using other user’s User Accounts.
- 4.11. User accepts and declares that the User Account, shall only be used by the User himself and shall not transfer, assign and/or handover the User Account to the other third parties in exchange for a fee or for free.
- 4.12. User accepts and declares that the Company shall not guarantee that the User who has completed the Zero Density Academy programs and has awarded the certification of completion shall be a satisfactory employee, or a reliable service provider and User shall not use Zero Density Academy program and courses to build a product or service which competes with Zero Density Academy.
- 4.13. The Company may modify, suspend, or discontinue any part of the Zero Density Program or otherwise make any changes it considers desirable to the Zero Density Academy Program.
- 4.14. User accepts and declares that User shall not use the Zero Density Academy:
- In a way that could damage, disable, overburden, impair or compromise the Company’s systems or security or interfere with other users,
- Knowingly introduce any virus, worm, malware, spyware, Trojan horse or other harmful or malicious code to the Company’s system,
- Exceed any maximum storage, posting, uploading, or using data restrictions in respect of the Zero Density Academy,
- Do anything which may negatively impact the Platform IT system or environment or availability of the Zero Density Academy,
- Attempt to duplicate, modify, sub-license, copy, adapt, distribute, market, lease, create derivative works from or resell the Company’s system (or any part of it including any of the Software, documentation, content, or any other Zero Density Material),
- Access and use the Zero Density Academy in order to build a product or service competitive with the Zero Density Academy,
- Use the Zero Density Academy in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Zero Density Academy system,
- Collect or harvest any information or data from the Zero Density Academy, the Company or underlying systems or attempt to decipher any transmissions to or from the servers running the Zero Density Academy.
- 4.15. Participation in the Certification Program shall not be construed to create an employer-employee relationship, nor a principal-agency relationship, joint venture or partnership between the User and Zero Density or their respective successors or permitted assignees, or to confer on either Party any right or authority, whether explicit or implicit, to give, make or otherwise enter into any undertaking, commitment, obligation, responsibility, engagement, or liability of any binding nature on behalf of the Zero Density or the User.
- 4.16. User is solely responsible for all his activities in connection with his provision of any Reality Product based Educational, Creative, Technical and Integration services to third parties.
- 4.17. User’s participation in the Program will be renewed annually for as long as User continue to meet these ongoing eligibility evaluations to Zero Density’s satisfaction. During participation in the Program, User’s activities will be reviewed by Zero Density as frequently as Zero Density may deem appropriate in its sole and absolute discretion.
- 5.1. All of the Products and codes, programming techniques, concepts, process methods, calculations, algorithms, system designs, discoveries, inventions, concepts, flow charts, product specifications, application program interface specifications, know-how, all of the Zero Density Materials etc. concerning or related to the Zero Density Academy are regarded as “Confidential Information” by the Company. The User accepts and undertakes that such information owned by the Company is confidential and is subject to non-disclosure to third parties, not to disclose such information to third parties for any reason whatsoever, to take all precautions for such information to not become known by third parties, to not provide such information to the benefit or use of third parties, to not permit making copies of such information.
- 5.2. The Parties’ obligations under the Article 5 and Article 7 shall continue to be in force as an independent contract even after the termination of this General Conditions in any way.
- 5.3. In case any of the Parties violate the confidentiality obligations herein, the breaching Party shall hold harmless and compensate the other Party for all damages, losses, claims, lawsuits, and investigations due to such violation.
6. FORCE MAJEURE
Force Majeure Event means any circumstance not within a Party’s reasonable control including, without limitation; acts of God, flood, drought, earthquake or other natural disaster; epidemic; terrorist attack, civil war, civil commotion or riots, war, imposition of sanctions, embargo, or breaking off of diplomatic relations; nuclear, chemical or biological contamination; any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition; collapse of buildings, fire, explosion; any labor or trade dispute, strikes, industrial action or lockouts; provided it has complied with clause 15, if a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
The corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.
The Affected Party shall:
- as soon as reasonably practicable after the start of the Force Majeure Event [but no later than 15 days from its start], notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and
- use all reasonable endeavors to mitigate the effect of the Force Majeure Event on the performance of its obligations.
In case the Force Majeure Event prevents, hinders, or delays the Affected Party’s performance of its obligations for a continuous period of more than 60 days, the party not affected by the Force Majeure Event may terminate this agreement by giving 15 days’ written notice to the Affected Party.
7. COLLECTION OF DATA
- 7.1. The Company may only process the personal data it received or collected from the User if:
- – The data subject has given consent to the processing of his or her personal data for one or more specific purposes and the Company is made aware of such consent by the data subject or the User;
- – processing is necessary for the performance of the General Conditions and all its Annexes or in order to take steps at the request of the data subject prior to entering into a contract;
- – processing is necessary for compliance with a legal obligation to which the User is subject;
- – processing is necessary in order to protect the vital interests of the data subject or of another natural person;
- – processing is necessary for the performance of a task carried out in the public interest or in the exercise of official authority vested in the controller and the Company is made aware of such situation;
- – processing is necessary for the purposes of the legitimate interests pursued by the controller or by a third party, except where such interests are overridden by the interests or fundamental rights and freedoms of the data subject which require protection of personal data, in particular where the data subject is a child, and the Company is made aware of such legitimate interest.
- 7.2. Personal data processed by the Company have collected stored, processed, used and shared with third parties based on our contractual relations to carry out all kinds of electronic communication, profiling, and statistical studies for the purpose of fulfilling the obligations determined by this Agreement, executing the applications required for the operation of the Zero Density Academy, providing and offering various advantages for the User and providing special services to the User.
8. COMPLIANCE WITH LEGISLATION
Company and its Representatives will not be liable for any claims, losses, or damages arising from or related to failure by User to comply with the Legislation or this Agreement or related to the termination of this Agreement under this clause and User will indemnify and hold Company and its Representatives harmless against any such claims, losses, or damages.
9. LIMITATION OF LIABILITY
- 9.1. To the maximum extent permitted by applicable law, the Company shall not have liability whatsoever for any special, consequential, incidental, indirect or exemplary damages of any kind, including, but not limited to loss of profits or revenues, loss of use of the Products or any associated equipment, cost of capital; cost of, and procurement costs for, substitute goods, facilities, or services; downtime costs, or claims of any third party.
- 9.2. To the maximum extent permitted by applicable law, the Company’s liability hereunder, for breach of, or arising out of these terms and conditions and/or sale, installation of the Products, provision of services, or otherwise, shall be limited to the refund of the purchase price /license fee for the Products purchased and/or licensed hereunder.
- 9.3. User accepts and undertakes that he shall only use the Zero Density Academy and Zero Density Materials in a manner that complies with all applicable laws in the jurisdiction in which use the Zero Density Academy and Zero Density Materials, including, but not limited to, applicable restrictions concerning copyright and other intellectual property rights. User shall not misuse or otherwise use the software in a malicious way that causes injury or disruption to the websites posted to.
10. TERM AND TERMINATION
- 10.1. The Company may terminate these Agreement upon written notice if User materially breaches any obligation hereunder and User fails to remedy such breach within 15 (fifteen) days after receiving notice thereof from the Company. If such default is remedied to the Company’s satisfaction during such 15-day notice period and a second default occurs within 3 (three) months of the original default, the second default shall be deemed not to be curable, and the Company may terminate the Agreement upon written notice to User.
- 10.2. User accepts and declares not to use Zero Density Materials and acknowledges that the User will not be able to reregister to the Zero Density Academy system in case of a termination of this Agreement. In this regard, the Company has the right to not provide to the User the certification of success, Zero Density Materials, User Account, and any other rights which are available only to active and approved Users.
Notices or other communications required or permitted hereunder shall be delivered in person or sent by e-mail, facsimile, by registered mail or postage prepaid to the addresses stated in the Article 1 of this Agreement and will be valid and legally binding upon receipt. User accepts and declares that the address, e-mail, and phone number are stated in the Article 1 of this Agreement shall be.
12. GOVERNING LAW
This Agreement shall be construed and interpreted in accordance with the laws of the State of Nevada, United States (except to the extent federal law governs copyrights and federally registered trademarks, without regard to principles of choice of law. The Parties hereby consent to the exclusive jurisdiction of the state and federal courts sitting in the State of Nevada. This Agreement shall not be governed by the United Nations Convention on Contracts for International Sale of Goods, the application of which is expressly excluded.
13. FINAL PROVISIONS
- 13.1. The Company shall have the right to unilaterally amend this Agreement by notifying the User in writing at least 30 (thirty) days in advance.
- 13.2. Neither the Zero Density Materials nor any information derived there from may be exported except under the laws of the U.S. or other applicable provisions.
- 13.3. This Agreement and any document or information referred to in this Agreement is the entire agreement between the Parties and supersedes any other understandings or agreements, including, but not limited to, advertising, with respect to the Zero Density Academy programs.
- 13.4. Nothing contained in this Agreement shall be deemed or construed to create the relationship of principal and agent or of partnership or joint venture, and except as otherwise specifically agreed upon in writing by the Parties, neither party shall hold itself out as an agent, legal representative, partner, subsidiary, joint venture, servant, or employee of the other. Neither party nor any officer or employee thereof shall, in any event, have any right collectively or individually, to bind the other party, to make any representations or warranties, to accept service of process, to receive notice or to perform any act or thing on behalf of the other party, except as authorized in writing by such other party in its sole discretion.
- 13.5. The Company shall have the right to assign or transfer all or part of any of its rights or obligations under these General Conditions to any third parties. The User shall have no right to assign or transfer any of its obligations or rights under these General Conditions to any third party. Unauthorized assignment of any such rights or obligations shall be void.
- 13.6. These User Agreement shall be governed by the laws of the State of Nevada (except to the extent federal law governs copyrights and federally registered trademarks) without regard to conflicts of law provisions, and the User hereby consents to the exclusive jurisdiction of the state and federal courts sitting in the State of Nevada.
- 13.7. During the resolution of any dispute arising from the application or interpretation of these General Conditions, Company’s commercial books and records within these books (including computer records) shall be construed as unilateral material evidence.
- 13.8. In case any provision, provisions, or any portions of any provisions, of this Agreement shall be held to be invalid, illegal, or unenforceable, the remaining provisions or portions of any provisions shall be valid and enforceable to the fullest extent permissible by law.
- 13.9. In case any provision of this Agreement is deemed invalid or unenforceable by any country or government agency having jurisdiction, that particular provision will be deemed modified to the extent necessary to make the provision valid and enforceable, and the remaining provisions will remain in full force and effect.
- 13.10. Any amendments hereto shall be considered valid if they are executed in writing and signed by the authorized representatives of both Parties. Neither Party shall assign any of its rights or obligation hereunder without prior written consent of the other Party.
- 13.11. Exhibit 1 of this Agreement shall be binding to both parties as well as this Agreement.
The present Agreement is executed in two original copies, each of them is possessing equal legal force, one for each Party.
Exhibit – 1
TERMS AND CONDITIONS OF ZERO DENSITY ACADEMY CERTIFICATION PROGRAM
By participating in the Certification Program, User accepts and declares that Zero Density may periodically evaluate compliance with Program requirements, including as may be outlined in this User Agreement or otherwise communicated by Zero Density to the User in accordance with the Article 4.5. of this Agreement.
User accepts and undertakes that the Company may demonstrate these certificates on their website or social media accounts. In case the User does not wish this certificate to be demonstrated by the Company, User shall inform the Company.
In case Zero Density, in its sole and absolute discretion, determines that User’s activities violate any of the limitations of the Program and the Zero Density Academy User Agreement, including as may be outlined in this Agreement or otherwise communicated by Zero Density to the User, Zero Density may terminate User’s participation in the Program and may not provide the Certificate to the User in accordance with the Article 10 of the User Agreement. User accepts and declares that any rights granted to User in connection with the Program shall be immediately terminated upon termination of this Agreement by Zero Density for any reason.
User will be able to use the Reality Certificate provided by Zero Density to promote his participation in the Program, as long as such use is in accordance with any brand guidelines provided by Zero Density and Zero Density may revoke User’s ability to use such Badge, Certificate and other Zero Density trademarks at any time in Zero Density’s sole and absolute discretion.
In case this User Agreement shall be terminated, or the Program is discontinued, User agree to immediately stop using all Zero Density Materials and return the Zero Density Materials to the Zero Density in accordance with the Article 10 of the User Agreement.