ZONER software, a.s. LICENSE AGREEMENT AND TERMS OF OPERATIONS
for the Zoner Photo Cloud storage

1. BASIC PROVISIONS
This license agreement and terms of operation (“Agreement”) of ZONER software, a. s., a company with the Czech National Business ID 49437381, and with its headquarters in Brno, Czech Republic at Nové sady 583/18, postal code 602 00, recorded in the Commercial Register maintained by the Brno Regional Court, section B, insert no. 5824, founded under Czech law (“Zoner”), as the maker and operator of the Zoner Photo Cloud storage, which is a computer program provided on virtual infrastructure via the Internet (software as a service), and the related internet services (collectively “ZPC”) governs, under § 1751 par. 1 of Act No. 89/2012 Sb. (the civil code), the mutual rights and responsibilities of the contractual parties arising in connection with or on the basis of a contract on the provision of the internet services called ZPC, which includes a license agreement (the “License Contract”) closed between Zoner as the provider on the one hand, and a physical or legal person (via an authorized representative) that will be using ZPC (the “User”) on the other hand.

If a physical person is assenting to the Agreement as an authorized agent of a physical or legal person (for example in the name of their employer), then by assenting, they are declaring that they have the right to perform legal acts in the name of that person and to take on the responsibilities contained in the Agreement.

2. PROVISION OF INTERNET SERVICES; LICENSES AND ACCESS TO ZPC
Through the closing of a License Contract under the conditions contained in the Agreement, Zoner offers the User the limited and non-exclusive right to use ZPC, as well as the right to use other services related to and connected with ZPC (the “Services”), and this in an extent of use and with a method of use set by Zoner, and for a defined period of time (a “Type of Services”). The Types of Services that Zoner offers are defined by Zoner at the start of the use of ZPC by the User, and may be changed by Zoner.

ZPC’s services can only be utilized after the Agreement has received expressly stated consent. The User’s being logged in to ZPC is a prerequisite for the availability of ZPC’s services. Login here is meant as the verification of the User’s identity via an existing user account (defined below in this Agreement). After login, the User can primarily take the following actions, depending on the Type of the service:

  1. store and, at the User’s own judgment, also use sharing options to restrict or eliminate others’ access to files (“Publish” below), especially photographs, videos, and other graphical works in electronic form (‘Content” below);
  2. edit or delete saved or published Content;
  3. add a text description or other information (metadata) to the Content;
  4. utilize any other functions available in ZPC at a given moment.

The Types of Services and other conditions of use of ZPC, when not directly defined otherwise in the Agreement, are set by Zoner in detail in the price list and in the general terms and conditions (collectively the “Terms and Conditions”) that Zoner typically publishes on the Zoner website or other publicly available materials. Any eventual change made to the Terms and Conditions does not concern the provisions of the Agreement. Zoner reserves the right to make changes of any kind to the Terms and Conditions without stating a reason, unless specified otherwise on the basis of a separate contractual agreement between Zoner and a User. Zoner is obligated to inform, via Email, a User (as defined further on in this Agreement) of changes to the Terms and Conditions within 30 days before the intended changes at the latest. Any eventual non-delivery to the User of a message about a change to the Terms and Conditions does not have a delaying effect on the change. Alongside information about the change, the User will be offered the opportunity to assent to the new changes to the Agreement or to refuse these changes and, therefore, to revoke the Agreement (and thereby their License) within 3 months.

The utilization of certain ZPC functions and services may require the use of separate computer software or other services by Zoner or third parties, which Zoner may provide to the User or otherwise publish to a various extent for free or for a fee under the Terms and Conditions. The provision or use of these items may be the subject of a separate license agreement.

A User is not entitled to enable third parties to use ZPC under their identity (to log in to ZPC) in any way.

No lower age limit is set for the use of ZPC, but this does not exclude the indirect responsibility of parents, guardians, or other legal representatives for the behavior, while using ZPC and working with the Content, of persons who are not of age (or who are legally incapable).

3. COPYRIGHTS
All copyrights for the program portions, functional planand other elements of ZPC that are subject to intellectual property protection belong to Zoner or its suppliers. Its intellectual property is protected by copyright laws applicable on the territory of the Czech Republic and of other countries under valid international treaties governing intellectual property rights.

No-one is permitted to include ZPC or any of its functions in their own products or the products of third parties, nor to reverse-engineer its functioning.

4. ZONER ACCOUNT
A User’s login to ZPC is performed using their personal account with Zoner (their “Zoner Account”). Zoner Accounts have the form of a Web service. To create their Zoner Account, the User must enter a valid email address (an “Email”). The Email serves as the Registered User’s unique ID for login to their Zoner Account and the Zonerama website, and if appropriate for access to other selected services and software products of Zoner, and also as a basic channel for communication between Zoner and a Registered User. The disposal of Emails and other data obtained through the creation of a Zoner Account is described in the Terms and Conditions.

5. FORMS IN WHICH CONTENT IS PUBLISHED
The User can make the Content accessible to other physical persons. These must be persons using ZPC in compliance with ZPC’s Agreement (“Other Users” below). Access to Content is provided through the sharing of a folder with computer files (“Folder” below), which can further be divided into lower-level folders (“Subfolders” below) using technical tools defined for the given Service Type. The number of Subfolders and the parameters of the Content that can be published may be restricted depending on the Service Type. Only a top-level Folder can be shared; Subfolders cannot be shared.

For each published portion of the Content, the User may—if this function is available for the given Service Type—set conditions for its further use by Other Users. The conditions under which Content is published for use by Other Users always produce a unified effect on the Folder and all Content stored within it, including Content in Subfolders.

Depending on the Service Type, the User can set publishing conditions for the Content:

  • UNLIMITED ACCESS – Both the User and Other Users who have access to the content can read, write, and change the Content.
  • PARTIALLY LIMITED ACCESS – Only the User who published the content has the unlimited ability to write, read, and change the Content; Other Users can only write and read it.
  • LIMITED ACCESS – only the User who published the Content can write, read, and change the Content. Other Users can only write and read it.

The User who published a Content Folder can, depending on their Service Type, set various publishing conditions for various other users. The User who published the Content has sole responsibility for, and control over, the Content’s publishing conditions.

6. FORBIDDEN CONTENT
The User is not entitled to publish on ZPC any content:

  • for which the User is not the author or the executor of authorial rights, or, where applicable, for which the User does not have the assent of the author or the executor of authorial rights for the corresponding form of publishing of the Content;
  • for which the User does not have the legally required consent of the persons displayed in the Content (protection of dignity);
  • for which the User does not have the consent of the authors or executors of the authorial works that are displayed in the Content, if such assent is required by law;
  • for which their publishing would harm the rights and rightful interests of other persons.

This restriction also applies for modifications of such Content (various edits, changes of form, etc.), and this both for the whole and the parts (e.g. crops), including works incorporated into the User’s own works (e.g. collages), with the exception of cases specified by law.

The User is not authorized to store on ZPC, nor to publish, such Content as whose production, ownership, dissemination, publishing, or other disposal violates laws valid in the Czech Republic or as is otherwise in conflict with ethics or the foundations of civic harmony.

Expressly, above and beyond the above-stated restrictions, it is forbidden on ZPC to publish Content with any kind of pornographic subject (Content with purposeful, non-artistic display of the human body or any of its parts with a primarily sexual subtext), as well as Content inciting intolerance or acts of violence towards any group of persons, and this even indirectly (e.g. via a display of symbols). The following is not considered a pornographic subject: any not-inappropriate, socially-acceptable form of artistic treatment of nudity (nudes), and private photographs of naked persons that are not taken with a sexual subtext, with the evaluation of the suitability of such content being exclusively under Zoner’s purview. Content that displays any kind of naked person or portion of them and that meanwhile cannot be considered an artistic treatment of the naked body in the sense of the above definition, and likewise any Content displaying naked persons who are not of age or any portion of them, can be published exclusively in Hidden Albums; meanwhile this does not affect the provisions of the Agreement on the restrictions on Content with a pornographic theme and on displayed persons’ right to the protection of their dignity.

In any case where Zoner learns of the storage or publishing of any form of Content defined in this point (“Forbidden Content”), it is entitled to prevent all users from accessing the Forbidden Content, and this unless it is provably shown that this is not Forbidden Content. The burden of proof on the appropriateness of Content is exclusively on the side of the User who stored the Content on ZPC.

7. RESPONSIBILITY FOR CONTENT
All stored or published Content is the exclusive responsibility of the User who stored the Content on ZPC, and this User also bears all liability for all damages caused to anyone through the publishing of such Content, and will be aware of the possibility of being exposed to criminal prosecution in the case of a violation of law. Zoner is in no way obligated to oversee stored and published Content and is not obligated to actively seek out facts and circumstances pointing towards the unlawful activity of a Logged-in User, or to seek out Forbidden Content. In accordance with the provisions of Czech law, Zoner only bears responsibility for stored Content when:

  • in light of its line of business and the circumstances and nature of a case, it could know that the Content or the actions of a Logged-in User are unlawful, or
  • it has provably learned of the unlawful nature of the Content or the unlawful behavior of the Logged-in User and has not taken without delay all steps that could be asked of it, and especially has not blocked access to the Content.

If the User uses ZPC to store Content that contains personal data, then they become the data controller for that Content’s data in the meaning of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (the General Data Protection Regulation), and Zoner becomes its data processor. If the User is a physical or legal person who is using ZPC in connection with their own commercial or other activities, as a part of independent performance of their line of business, or in the name of or on the account of an organization, then this person should enter into a processing contract with Zoner in order to meet the requirements of the above-mentioned General Data Protection Regulation. Assessing the need to enter into such a contract is always the responsibility of the data controller for personal data. Physical persons who use ZPC for personal or home use, i.e. persons not meeting the criterion given in the previous sentence, are not legally obligated to enter into a processing contract with Zoner.

8. TIME LIMITS ON THE LICENSE AND ON SERVICES
In dependence on the Type of Services, the Services offered to Registered Users are time-limited, with the specific time limit set in the Terms and Conditions for the specific Type of Services.

If Services or a part of the services of ZPC are marked as “unlimited-time” or “not time-limited” (or marked with other wordings of similar meanings), this only means that at the moment of initiating the use of the Services, no specific termination date has been set. Zoner reserves the right to adjust time limits at any time.

9. OTHER RESTRICTIONS ON USE
In dependence on the Type of Services, Zoner may:

  • restrict the User’s access to certain ZPC functions, including functions that use other software tools (e.g. the computer software Zoner Photo Studio);
  • restrict the User’s access to certain ZPC services;
  • restrict (for stored or published content) the number of stored image files or the quality of the data stored (the resolution, the format of the graphical data (i.e. the method of binary storage of the data in the file), adding a watermark, etc.);
  • restrict the maximum data volume for stored Content;
  • define the geographic location for the Services and for the storage of the Content;
  • set conditions for the storage of the Content;
  • restrict the commercial use of ZPC.

The scopes of the restrictions on individual Types of Services and of any other eventual restrictions are stated in the Terms and Conditions.

The Content data volume limit relates to the User who created the Folder, not to one who is merely using it on the basis of its having been published by another User.

10. NON-COMMERCIAL USE
The use of ZPC may, for certain Types of Services, be contingent upon non-commercial use. “Non-Commercial Use” means any use of ZPC that does not take place within the framework of business activities or other profitable activities. This typically means private use outside of both private enterprise and any labor-law relationships. The occasional use of ZPC for profitable activities whose performance does not require a business permit (e.g. one-off sales or sharing Content for the paid publishing of one’s own photographs) is considered to be non-commercial for the purposes of this Agreement.

11. COMMERCIAL MESSAGES
In dependence on the Type of Services, commercial messages placed by Zoner may be a part of the ZPC website and of any related electronic messages (e.g. messages for transferring Content links among Users). Such messages may be in the form of text, graphics, or an audio-visual presentation, and may contain links to the websites of third parties. The User is obligated to accept these messages with the form, scope, and content given to them by Zoner. The scope of commercial messages is set in the Terms and Conditions.

12. ACCESS TO ZPC
The User is only entitled to access Content via the means that Zoner makes available for these purposes; primarily via the program Zoner Photo Studio, and the interface for machine access to the Content and functions on ZPC (its API). Any other automated method for uploading or obtaining content besides the above is not permitted.

13. BACKUP
In dependence on the Type of Services, Zoner ensures the automatic and periodic creation of a copy of the Content and the configuration of its parameters (a “Backup”); this Backup serves for restoring the Content in the case of unexpected loss, damage, or any other need to work with Content stored in the past. The parameters of the Backup for individual Types of Services are stated in the Terms and Conditions.

14. AVAILABILITY OF ZPC
In dependence on the Type of Services, Zoner ensures the availability of all parts of ZPC in the scope stated in the Terms and Conditions. Availability here means the possibility of smooth and error-free utilization of ZPC by the User. If not established otherwise by the Terms and Conditions or a separate contractual agreement, Zoner is not obligated to state to the User the reasons for any eventual ZPC downtimes.

15. USAGE INFORMATION
ZPC collects information on selected actions that the User takes, including the length of use. In no case does Zoner collect any information from content processed by the User—neither graphical content nor metadata—with the exception of completely general data on Content (photo dimensions, formats, data size, etc.). The data thus obtained is sent to Zoner solely anonymously; that is, it is not in any way connected with a specific User or their Zoner Account, and serves exclusively for statistical purposes and for guiding ZPC’s development and optimization. The data obtained may primarily be used for marketing purposes by Zoner and for processing in the following services: Google AdWords, Google Analytics, Wingify Visual Website Optimizer, Seznam Sklik, and Facebook. While the exact set of services can change, the nature of the services will remain the same. The data is stored on Zoner’s secure servers and on the servers of the above-mentioned service providers.

The User automatically agrees to the collection, storage, and evaluation of the above-mentioned anonymous data in an extent that is in accord with Zoner’s policy for the handling of personal data, as contained in the Terms and Conditions. The User cannot stop the sending of the above-mentioned data to Zoner.

16. TECHNICAL PARAMETERS OF ZPC’S OPERATION
If not established otherwise on the basis of a separate contractual agreement with Zoner, then Zoner is entitled to do the following without the agreement of a Logged-in User:

  • divide the program code of ZPC and the Content over any set of computers physically located anywhere in the world;
  • secure, at its own discretion, a certain level of security for ZPC and protection for the Content;
  • utilize any physical form of its choice for storing the Content.

17. LIMITATION OF LIABILITY AND WARRANTY
The use of ZPC is contingent upon Internet access. Zoner is not responsible in any way for technical or legislative restrictions on the availability off ZPC caused by third parties in dependence on the time and place of the User’s access to ZPC.

Zoner is not responsible for the integrity and quality of Content that has been affected or damaged by any representative of a third party, including any interventions made on the basis of a special license for direct access to the Content on the system level, if such a license is provided to the User on the basis of a separate agreement; nor by acts of nature.

Zoner is not responsible for the Content, nor for any eventual breaches of copyright or of personal dignity, legal restrictions, norms, standards, or laws caused by the processing of the Content.

Zoner is not responsible for problems connected with the compatibility of ZPC with the Content, nor with eventual future data formats, no matter whether these formats are considered a universally binding standard or are of a private nature.

Zoner assumes no liability for damages caused by the use of ZPC, nor for any other damages indirectly connected with ZPSC. ZONER WILL NOT BE OBLIGATED TO COMPENSATE THE USER, NOR ANY THIRD PARTY, FOR ANY INDIRECT, SUBSEQUENT, SUBSIDIARY, PUNITIVE, OR SPECIAL DAMAGES (INCLUDING BUT NOT LIMITED TO ANY LOSS OF PROFITS OR REVENUE, DAMAGES FOR LOSS OF PRIVACY, LOSS OF ENJOYMENT OF ANY DEVICE OR SOFTWARE, LOSS OF CONTENT OR OTHER DATA, INTERRUPTION OF OPERATIONS, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) INCURRED IN CONNECTION WITH THIS AGREEMENT OR ZPC, THE USE OF WHICH IS ENABLED HEREUNDER; THIS STILL APPLIES IN ANY CASE WHERE THE USER WAS ADVISED BY ZONER ON THE POSSIBILITY OF THE OCCURENCE OF SUCH DAMAGES, AND NEITHER THE CAUSE OF DAMAGES NOR THE THEORY OF LIABILITY FOR DAMAGES WILL BE TAKEN INTO ACCOUNT. LIABILITY FOR DAMAGES IN ACCORDANCE WITH THE ABOVE WILL APPLY IN THE MAXIMUM POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW. ZONER’S LIABILITY FOR DAMAGES CONNECTED WITH ZPC WILL IN NO CASE EXCEED THE AMOUNT THAT THE USER OR OTHER ENTITY ACTUALLY PAID FOR THE ABILITY TO USE ZPC UNDER ZONER’S TERMS AND CONDITIONS ON THE DATE ON WHICH IT BEGAN OFFERING SERVICES, WHICHEVER AMOUNT IS LOWER.

18. TERMINATION OF THE AGREEMENT
The License Contract and the ability to use the Services both cease to exist in the case of the User’s violating any point in the Agreement.

The Contract and access to the Services are also both terminated in the case where the Terms and Conditions are not fulfilled, primarily if payment is not made for the use of the Services. When the Contract is terminated, Zoner is authorized to restrict or end the use of ZPC by the User and simultaneously to call them to remove all of the content they have stored or published, within a reasonable deadline set by the Terms and Conditions.

If the User does not do so within the set deadline, Zoner is entitled to remove all Content without compensation. Simultaneously Zoner is entitled to restrict access to stored content so that it is available to Users only.

19. ASSENT TO THE LICENSE AGREEMENT
Zoner enables the use of ZPC exclusively on the basis of the User’s assent to the Agreement. Assent is recorded electronically. Starting at the commencement of the User’s use of ZPC, the User is obligated to abide by all provisions of this Agreement if not established otherwise based on another provision of the License Contract between Zoner and the User.

Zoner reserves the right to change the Agreement at any time in the future and, should a User fail to provide assent to such changes within an appropriate time, to then restrict, suspend, or completely terminate their use of ZPC.

If the User does not assent to the wording of the Agreement, then the User is not entitled to confirm their assent. The User is entitled to withdraw their assent at any time by terminating their use of ZPC and removing all Content stored upon it.

This Agreement unconditionally terminates all relevant contractual agreements regarding the use of ZPC that Zoner has closed with the User in the past.

20. VALIDITY OF THE AGREEMENT
The governing law for this Contract is the law of the Czech Republic. The use of ZPC and disposal of its Content are primarily governed by currently valid Czech law. Zoner simultaneously respects the laws of the countries of physical residence of the computers on which ZPC is run and of the Content storage points that ZPC utilizes. Zoner does not in any way territorially restrict the use of ZPC and the publishing of Content.

All conflicts will be resolved in the courts of the Czech Republic. If changes to the governing law occur in the course of the Agreement’s validity, and these affect certain provisions of the Agreement, then all other provisions of the Agreement remain in force.

The provisions of this Agreement may change at any time if it is necessary, primarily:

  • to reflect legislative changes in the applicable law;
  • to reflect factors related to ZPC’s development;
  • to reflect changes in the operational demands of ZPC or the services offered.

Zoner is required to inform the User of planned changes to the Agreement at least 30 days in advance before the planned change, and this:

  • via a message sent to the Email that the User has submitted via their Zoner Account;
  • via notifications displayed to Users by Zoner;
  • in any other way determined on the basis of another contractual agreement between the Registered User and Zoner.

Zoner does not guarantee that information on changes will be successfully delivered to the User. Alongside such information, the User will be offered the ability to assent to the new wording of the Agreement or to instead reject this change and, due to such rejection, to revoke the Agreement within 3 months.

Any provision of this Agreement may be changed, or the Agreement supplemented, on the basis of a separate contractual agreement between the User and Zoner.

This wording of the Agreement is valid as of 02.06.2018.