ZERIX TEXT - Business Messaging Solution

This ZERiX Terms of Service (“Agreement”) is a legal agreement between Optimum Innovatus Corp. (“Innovatus”, “ZERIX Text”, “ZERiX, “us”, or “we”) and the entity or person (“you”, “your”, “your company” or “user”) who purchased a subscription to use the ZERiX Software and App, to receive certain notification, data, technology that may be offered by ZERiX, and other related applications, communications and services (“Services”). This Agreement describes the terms and conditions that apply to your use of ZERiX.

You may not use ZERiX unless you agree to abide by all of the terms and conditions in this Agreement. Please click to send a message if you do not understand any of the terms of this Agreement.

If you create a user under the ZERiX software or App, on behalf of an entity, such as your business or employer, you represent that you have the legal authority to bind that entity to this Agreement.
You are responsible for maintaining the security of your account and password. ZERiX cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.
You are responsible for all content posted and activity that occurs under your account, even when content is posted by others, with or without your consent, who have their own logins under your account.
You may not use the Services for any illegal and immoral purposes or to violate any laws in your jurisdiction (including copyright laws).
You must provide your true and correct full name, a valid email address, and any other information requested in order to complete the signup process.
Your login may only be used by one person. A single login shared by multiple people is not permitted. You may create separate logins for as many users, permitted by the package you have subscribed to, as you'd like.
Any accounts registered by computers, machines, mechanical device, or other automated methods are not permitted.

When we import data from your company’s database, your data or content may be uploaded to ZERiX, either directly or indirectly. This content may include data, images, source code, feature descriptions, and other content created, stored or transmitted by you on ZERiX. You represent that you have all the rights, power, and authority necessary to use and transmit the contents via ZERiX and you expose yourself to liability for contents without all the necessary rights.

You are solely responsible for the content of, and for any harm resulting from any User Content that you or your users make available via ZERiX. All content provided to ZERiX must comply with the copyright laws of your jurisdiction and the generally accepted international intellectual laws. We claim no intellectual property rights over the User Content you provide. We do not pre-screen User Content, but reserve the right, without obligation, in our sole discretion to refuse or remove User Content that is available via ZERiX. We take no responsibility for and we do not expressly or implicitly endorse any of your content.

Although we do not have obligation to screen, edit or monitor User Content, we may, in our sole discretion, delete or remove your content, or discontinue our Services at any time for violation of these Terms, or if you otherwise create liability for us.

You hereby grant to Innovatus/ZERiX a fully paid, worldwide, non-exclusive, irrevocable, perpetual (or for the term of the protection), royalty-free, sub-licensable and transferable license to access, use, store, distribute, display, reproduce, publish, modify, transmit, broadcast, and otherwise exploit in any manner the User Content for purposes of providing you ZERiX and for Innovatus’ other legitimate business reasons.

Innovatus considers User Content confidential to you. We will protect User Content from unauthorized use, access, or disclosure in the same manner that we would use to protect our own confidential information of a similar nature and in no event with less than a reasonable degree of care. For more information on how we use and treat your User Content and other data, please see the section titled “Data Privacy”.

Your sole and exclusive remedy for any dispute with us is the cancellation of your subscription. You acknowledge and agree that, to the maximum extent permitted by law, the entire risk arising out of your access and use of ZERiX and the content, whoever owns it, remains in you. In no event shall our total cumulative liability to you for any and all claims relating to or arising out of your use of the Services, regardless of the form of action, exceed the greater of the total amount of fees, if any, that you paid to utilize our Services for the past twelve (12) months prior to the event giving rise to the liability. In no event shall we be liable to you (or to any third party claiming under or through you) for any direct, indirect, special, incidental, consequential, punitive or exemplary damages or any bodily injury, emotional distress, death or any other damages arising from your use of or inability to use the Services, whether on-line or off-line, or otherwise in connection with the Services.

These exclusions apply to any claims for lost profits, lost data, loss of goodwill or business reputation, cost of procurement of substitute goods or services, work stoppage, computer failure or malfunction, any other commercial damages or losses, or any personal injury or property damages, even if we knew or should have known of the possibility of such damages. These limitations on our liability to you will apply regardless of the legal theory on which your claim is based, including contract, tort (including negligence), strict liability, or any other theory or basis.

Because some countries, states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the extent permitted by law.

IF YOU ACCESS THE SERVICES, YOU DO SO VOLUNTARILY AND AT YOUR OWN SOLE RISK. WE PROVIDE THE SERVICES “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE.” WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR GUARANTEES ABOUT THE SERVICES.

YOU AGREE THAT YOU HAD WHATEVER OPPORTUNITY YOU DEEM NECESSARY TO INVESTIGATE THE SERVICES, LAWS, RULES OR REGULATIONS THAT MAY BE APPLICABLE TO ITS USE AND THAT YOU ARE NOT RELYING UPON ANY STATEMENT OF LAW OR FACT MADE BY ZERiX RELATING TO THE SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL SUCH WARRANTIES, INCLUDING ALL STATUTORY WARRANTIES, WITH RESPECT TO THE SERVICES, INCLUDING WITHOUT LIMITATION ANY WARRANTIES THAT THE SERVICES ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. WE DO NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE EFFECTIVE, RELIABLE OR ACCURATE OR WILL MEET YOUR REQUIREMENTS. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICES (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT TIMES OR LOCATIONS OF YOUR CHOOSING. WE ARE NOT RESPONSIBLE FOR THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF INFORMATION PROVIDED BY ANY OTHER USERS OF THE SERVICES OR ANY OTHER DATA OR INFORMATION PROVIDED OR RECEIVED THROUGH THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH HEREIN, ZERiX TEXT MAKES NO WARRANTIES ABOUT THE INFORMATION SYSTEMS, SOFTWARE AND FUNCTIONS MADE ACCESSIBLE BY OR THROUGH THE SERVICES OR ANY SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION. ZERiX DOES NOT WARRANT THAT THE SERVICES WILL OPERATE ERROR-FREE, THAT ERRORS IN THE SERVICES WILL BE FIXED, THAT LOSS OF DATA WILL NOT OCCUR, OR THAT THE SERVICES OR SOFTWARE ARE FREE OF COMPUTER VIRUSES, CONTAMINANTS OR OTHER HARMFUL ITEMS. UNDER NO CIRCUMSTANCES WILL ZERiX, ANY OF OUR AFFILIATES, DISTRIBUTORS, PARTNERS, LICENSORS, AND/OR ANY OF OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS, OR OTHER REPRESENTATIVES BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE SERVICES.

THE FOREGOING DISCLAIMERS APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

12.1 Right to Amend

We reserve the right, at our sole discretion, to amend this Agreement at any time. We will notify you of material changes to this Agreement, by posting a notice on our website or sending you an email. For non-material modifications, your continued use of our Services constitutes agreement to our revisions to the Agreement. You can access a copy of the current terms of this Agreement on our website at any time. You can find out when this Agreement was last changed by checking the “Last Updated” date at the top of the Agreement.

12.2 Assignment

ZERiX may without restriction assign or delegate this Agreement and/or our Privacy Policy, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under the Agreement or Privacy Policy without our prior written consent, and any unauthorized assignment and delegation by you is void.

12.3 Third-Party Services

The relationship of the parties under this Agreement is that of independent contractors. Neither party will be deemed to be an employer, employee, agent, partner or legal representative of the other for any purpose and neither will have any right, power or authority to create any obligation or responsibility on the behalf of the other.

In order for us to communicate with such Third-Party Services, you may be required to input credentials in order for us to access and receive relevant information from the Third-Party Service. By enabling use of the Services with any Third-Party Service, you authorize ZERiX to access your accounts with the Third-Party Service for the purposes described in this Agreement.

You access and use any Third-Party Service based on your own evaluation and at your own risk. You understand that your use of any Third-Party Service is not governed by this Agreement. If you decide to use a Third-Party Service, you will be responsible for reviewing, understanding and accepting the terms and conditions associated with its use. We expressly disclaim all responsibility and liability for your use of any Third-Party Service. Please also remember that when you use a Third-Party Service, our Privacy Policy is no longer in effect. Your use of a Third-Party Service, including those that have a link on our website, is subject to that Third-Party Service's own terms of use and privacy policies.

12.4 Excessive Use

We reserve the right to temporarily disable your account if your usage significantly exceeds the average usage of other users. We will reach out to you before taking any action except in rare cases where the level of use may negatively impact the performance of the Services for other users.

12.5 Force Majeure

Neither party will be liable for any delays in processing or other nonperformance caused by telecommunications, utility, failures, or equipment failures; labor strife, riots, war, or terrorist attacks; nonperformance of our vendors or suppliers, fires or acts of nature; or any other event over which the respective party has no reasonable control.

12.6 Governing Law

The Agreement shall be deemed to have been entered into and shall be construed and enforced in accordance with the laws of the Philippines as applied to contracts made and performed entirely within the Philippines, without giving effect to any conflicts of law statutes. You and Innovatus, the owner of ZERiX, agree to submit to the exclusive jurisdiction and venue of the courts located in Pasig City, Metro Manila, Philippines.

12.7 Severability, No Waiver, and Survival

If any part of this Agreement is held invalid or unenforceable, that portion of the Agreement will be construed to reflect the parties' original intent. The remaining portions will remain in full force and effect. Any failure on the part of Innovatus to enforce any provision of this Agreement will not be considered a waiver of our right to enforce such provision. Our rights under this Agreement will survive any termination of this Agreement.

12.8 Notices

We may provide notices and other communications under this Agreement to you by email to the email address you provide with your account or by posting such notice to your account. All notices, requests, consent and other communications under this Agreement sent to Innovatus will be in writing. Click to write to us.

12.9 Entire Agreement

This Agreement and all policies and procedures that are incorporated by reference constitute the entire agreement between you and Innovatus for provision and use of the Services. Except where expressly stated otherwise in a writing executed between you and Innovatus, this Agreement will prevail over any conflicting policy or agreement for the provision or use of the Services. This Agreement sets forth your exclusive remedies with respect to the Services. If any provision or portion of this Agreement is held to be invalid or unenforceable under Law, then it will be reformed and interpreted to accomplish the objectives of such provision to the greatest extent possible, and all remaining provisions will continue in full force and effect.

Phone:	+ 632.8997.9000 loc 104, 105
	+ 632.8681.6868 loc 156
	+ 632.8695.3841
Fax:	+ 632.7914.1122
USA:	+ 1.212.461.0938