Product Specific Terms and Conditions
Zoopla Agent Mobile App BETA Services
Capitalised terms used in these Terms and Conditions and not otherwise defined below shall have the meanings assigned to them in the Member Terms and Conditions, unless the context otherwise requires.
In these Terms and Conditions, the following terms shall have the following meanings:
"Beta Services" means the mobile application - Zoopla Agent Mobile App to be provided by ZPG (or a member of its Group) which enables You to input property details and download comparable property data and property valuations when connected to the internet;
"Commencement Date" means the date on which You or your employees, agents or staff successfully download the Mobile Application;
"Content" means any and all content, data, advertisements, creatives and materials (including property details and any intellectual property rights of whatsoever nature) supplied or made available by, on behalf or on the instruction of, You to ZPG or any member of its Group for the purposes of carrying out the Beta Services;
"Fees" means the amounts due to ZPG (or any member of its Group) by You as agreed in writing;
"Initial Term" means the initial term agreed by the parties in writing;
"Member Terms and Conditions" means the terms and conditions found at www.zoopla.co.uk/members/terms;
"Mobile Application" means the portable Zoopla Agent Mobile App which is currently under development by ZPG;
"Terms and Conditions" means these Zoopla Agent Mobile App Beta Services terms and conditions;
"You" means the estate agency, company, entity or sole trader whose employees, staff and/or contractors download the Mobile Application; and
"ZPG" or "the Company" means Zoopla Limited, a company incorporated in England and Wales with Company No. 06074771 whose Registered Office is at The Cooperage, 5 Copper Row, London, SE1 2LH.
- These Terms and Conditions shall be between You and ZPG and by downloading the Mobile Application, You agree to be bound by these Terms and Conditions and the Member Terms and Conditions, which shall be legally binding upon You from the Commencement Date provided that You have supplied ZPG with all of the Content required by ZPG to carry out the Beta Services.
- These Terms and Conditions relate specifically to the provision by ZPG of the Beta Services and apply in addition to, not to the exclusion of, the Member Terms and Conditions which, unless otherwise agreed with ZPG in writing apply to all Services provided by it (including the Beta Services) and the Member agrees to comply with these Terms and Conditions as well as the Member Terms and Conditions in relation to its receipt of Beta Services as well as any other Product Specific Terms and Conditions that pertain to other Services it receives from ZPG.
- You agree and acknowledge that the Beta Services (i) are considered to be ‘pre-release' and are still undergoing development, testing and evaluation in its beta testing stage, (ii) are provided to you on an ‘AS IS' or ‘AS AVAILABLE' basis and may contain bugs, errors and other problems associated with being a beta service and to the extent permitted by applicable law, ZPG expressly disclaims all representations, warranties, guarantees and conditions of any kind (whether express or implied), including any warranties that the Beta Services will meet Your requirements; and (iii) may be subject to further testing by ZPG in the course of providing the Beta Services to you. You also agree and acknowledge that ZPG has not made any representations, promises or guarantees that the Beta Services will be made generally available to its Members in the future. In exchange, You acknowledge and agree that You are being charged lower beta testing fees or no fee for the Beta Services.
- Subject to these Terms and Conditions and the Member Terms and Conditions, ZPG (or any member of its Group as ZPG may determine) will provide You with the Beta Services. ZPG may vary the Beta Services from time to time with or without notice to You.
- You warrant and represent that:
- You shall provide ZPG with all of the Content required by ZPG to carry out the Beta Services;
- Any Content you provide shall comply with the Member Terms and Conditions;
- You own the copyright and/or possess all relevant rights to the Content to be used by ZPG to carry out the Beta Services;
- Content will comply with all applicable laws, regulations and codes of practice in the United Kingdom and will not be defamatory or infringe any copyright, trademark or other intellectual property rights or rights of any third party whatsoever;
- You will not provide any Content which is deliberately intended to upset other users, to breach confidence, to compromise privacy or to process personal data in an unauthorised manner;
- You will not provide any Content which may encourage criminal conduct or which may give rise to civil liability;
- You will not place within any Content any links which will take users to unlawful material or material that contravenes these Terms and Conditions;
- You will not provide any Content which contravenes the relevant codes of conduct imposed by the Advertising Standards Authority.
- You shall indemnify ZPG (and any member of its Group) against all losses and expenses incurred by them in relation to any third party claim arising from the Content.
- You agree not to use the Beta Services for:
- the posting, uploading, emailing or other transmission of any unsolicited or unauthorised advertising, promotional materials, "junk mail", "spam", "chain letters", "pyramid schemes", "affiliate schemes", or any other so called "business opportunity" or any other form of solicitation or commercial exploitation; or
- the posting, uploading, emailing or other transmission of any material that contains software viruses or any other computer code, files or programs designed to interrupt, restrict, destroy, limit the functionality of or compromise the integrity of any computer software or hardware or telecommunications equipment.
- ZPG may utilise any Content that You submit, post, upload, email or otherwise transmit via the Zoopla Mobile Agent App for internal business purposes and for improving the Beta Services.
- If Your Content links to another website, You are responsible for maintaining the links to the linked website. ZPG may remove from the Mobile Application any Content which is, or contains links to a website which is, in ZPG's opinion, defamatory, illegal or objectionable or will bring ZPG into disrepute. You will indemnify ZPG from and against any claims or liability arising from the content of websites that are linked to from Your Advertisement.
- ZPG reserves the right to remove Your Content and terminate your access to the Mobile Application completely if it believes that You are abusing the Beta Services in any way.
- Fees (plus VAT and any other taxes or duties thereon) and any other charges agreed in writing shall be paid by You monthly in arrears in accordance with the Member Terms and Conditions.
- You acknowledge and agree that all intellectual property rights in the Beta Services, technology supporting the Beta Services, vest in ZPG and/or its licensors/sub-contractors and that You have no rights in, or to, such intellectual property other than the right to use the same in accordance with the Contract.
- In no event shall ZPG (or any member of its Group) be liable to You or any third party in contract, tort (including, without limitation, negligence), statutory duty or otherwise arising out of or in connection with the Beta Services for (a) consequential, indirect or special loss or damage; (b) any loss of goodwill or reputation; (c) loss of contracts, business and/or opportunity; (d) loss of profits; (e) loss of revenue or anticipated savings; (f) any economic and/or other similar losses; and/or (g) any failure to reach click volumes as a result of Your breach of the Agreement (including, but not limited to, clause 5.a); and in each case such liability is excluded whether it is foreseeable, known, foreseen or otherwise and whether such losses are direct, indirect, consequential or otherwise.
- ZPG and its Group Companies' total liability to You (whether in contract, tort or otherwise) arising out of or in connection with the Beta Services shall be limited to the aggregate amount of Fees (excluding VAT) paid by You for the Beta Services in the three months immediately preceding the month in which You incurred the loss resulting in liability of ZPG or the relevant Group Company.
- ZPG may terminate this Agreement with immediate effect at any time and without notice.