Privacy Notice & General Terms

Attn: Jan Kincl
Zilculator
3275 E. Warm Springs Rd.
Las Vegas, NV  89120

General Terms

Zilculator provides a platform with a web interface that helps wholesalers, rehabbers, investors and realtors with deal analysis and marketing.

1. Account – the central means of access to the Platform and the Zilculator Platform.
2. Customer – an entity subscribed to the Platform based on the Subscription Plan, and the Special Terms, if any.
3. Agreement – the legally binding contract between the Customer and Zilculator for using the Platform consisting of these General Terms and the Special Terms, if any.
4. Zilculator – Zilculator Real Estate LLC OÜ, a limited liability company (reg. code 14599638) (“Zilculator“) that offers the Platform.
5. General Terms – all of the terms and conditions contained herein and all other operating rules, policies, established good practice, guidelines, and procedures that may be published from time to time by Zilculator or otherwise made available on or through the Platform, as well as any of their future modifications.
6. Price List – prices of different subscription plans and any other Platform that Zilculator may provide to the Customer upon request and/or on the basis of a separate agreement.
7. Platform – online information system provided and made available by Zilculator with functionalities described herein or on Zilculator’s official website www.zilculator.com.
8. Special Terms – special terms and conditions agreed between Zilculator and the Customer, if any.
9. Subscription Plan – pricing model (plan or addon) and service functionality selected by the Customer.

Conditions of use

1. Subject to all limitations and restrictions contained herein, Zilculator grants the Customer a non-exclusive and non-transferable subscription right to access and use the Platform as hosted by Zilculator in accordance with the General Terms and the Special Terms, if any.
2. The Customer understands and agrees that Zilculator uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage and related technology required to run the Platform.
3. The Customer may not sell, modify, re-use, re-sell, distribute, reproduce or make any other use of the Platform unless agreed upon differently between the Parties.
4. The Customer may not provide his credentials to other users, as the Subscription plans are limited to 1 user only. Zilculator may use IP and MAC address checks to ensure the proper usage of the platform. In a case the customer requires a multi-user access, contact us and request an Enterprise account.
5. The Customer may not reverse engineer, decompile or disassemble the Platform or modify another website so as to falsely imply that it is associated with the Platform.
6. No ownership or exclusive copyrights to the Platform are granted to the Customer through the Customer’s use of the Platform.
7. The Customer grants Zilculator the right to display the Customer’s name and/or trademark in Zilculator’s sale and marketing materials.
8. The Customer understands that Zilculator reserves the right to suspend the Customer’s access to the Platform if the Customer is in delay with payment of an invoice for more than 30 (thirty) calendar days.

Account

1. The Customer shall retain ultimate administrative control over their Account.
2. The Customer is responsible for keeping the Account secure while using the Platform. The Customer is responsible for all data uploaded and activity that occurs under the Account. The Customer is responsible for maintaining the security of the Account and password. Zilculator cannot and will not be liable for any loss or damage from the Customer’s failure to comply with this obligation. The Customer will promptly notify Zilculator if the Customer becomes aware of any unauthorised use of, or access to, the Platform through the Account, including any unauthorised use of the password or the Account.

Confidentiality

1. The parties shall maintain and keep confidential and shall not disclose directly or indirectly to any third party the other party’s Confidential Information (as defined below) and shall prevent the third parties’ access to such information (hereinafter Confidentiality Obligation). The Confidentiality Obligation includes the prohibition to use the confidential information for any other purposes than the provision and receipt of the Platform, and other Platform agreed between the parties. The Confidential Information shall mean all information (including oral and visual information, information recorded in writing or electronically, or in any other medium or by any other method) related to a party or to a company belonging to the same group with that party (hereinafter a party and companies belonging to the same group Group Company), inter alia, including:
   1. the Agreement and any other internal regulations and/or documents of any of the Group Companies;
   2. all the data and documentation related to the businesses and clients of the Group Company, including client information and databases, financial information, any information about the methods of cost estimation, volumes of any of the Group Company’s purchase or sales activities, market shares, business partners, marketing plans, cost and price structuring, sales strategies, development of the Platform, information about commercial and other agreements (including the economic situation, accounting information, structure, internal administration and data about the shareholders), information affecting the work of management bodies, business plans, budgets, etc.;
   3. IT systems and software belonging to or licensed by the Group Companies; usernames and passwords issued or generated for the use of such IT systems or software;
   4. any other information about the business activities of the Group Companies, the disclosure of which may affect any of the Group Companies in a negative manner or any information which a party might reasonably expect that a Group Company would regard as confidential.
2. In case of any reasonable doubt, whether the particular information shall be treated as confidential and whether and to what extent it might be disclosed to third parties, the parties shall consider such information as Confidential Information.
3. The relevant Group Company remains the owner of the Confidential Information, regardless of any disclosure of the same. A disclosing party may at any time request that the receiving party returns any media containing Confidential Information.
4. The Confidentiality Obligation shall remain effective for an indefinite term after the termination of the Agreement due to whatever reason.

Intellectual Property rights

1. Intellectual property generally includes inventions, designs, processes, formulae, databases, algorithms, improvements, know-how, logos, marks, plans, models, mask designs and graphic displays, photographs, digital and other artworks, all copyright works, and in relation to the software particularly and without limitation, the source code and architecture of the software and trade secrets including details of performance or design of the Platform or any part of the Platform.
2. All intellectual property rights to the components of the Platform, any upgrade of the software and in all additions, corrections, and improvements thereto, and in any other proprietary software made available by Zilculator to the Customer will at all times remain the property of Zilculator. The parties acknowledge that the Customer shall not receive any intellectual property rights to the components of the Platform.
3. When using the Platform, the Customer can post comments, photos, videos, and other content; communications; and submit suggestions, comments, questions, or other information, so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights (including publicity rights), or otherwise injurious to third parties. Zilculator reserves the right (but not the obligation) to remove or edit such content.
4. If the Customers do post photos or submit material, they grant a nonexclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such content throughout the world in any media.

Trials

Zilculator may offer free or discounted pricing for the use of the Platform. Once the terms of a trial have expired, Zilculator’s normal billing rates, as set forth on our Price List, shall apply. Trials can include additional restrictions, terms or limitations imposed in connection with any trial which shall be specified to the Customer before accepting the trial. Customers may not create multiple accounts in order to receive additional benefits under any trial.

Payment

1. The fees applicable to the provision of the Platform and other Platform that may be provided to the Customer upon request and/or on the basis of a separate agreement are described in the Price List.
2. Zilculator shall provide a 15-day money-back guarantee. The Customer can try their Subscription plan for 15 days and has the right to have the amount paid to Zilculator returned thereafter. In order to enforce said right, the Customer has to notify Zilculator via the e-mail specified below at the latest on the 15^th day since the receipt of the payment by Zilculator. The sum paid shall be returned by the same payment method that was used originally by the Customer. The Customer shall immediately be downgraded to the free Subscription Plan. Zilculator shall return the payment within 10 days of the receipt of a timely notification from the Customer.
3. Zilculator shall provide the Platform to the Customer, and the Customer shall pay for the provision of the Platform in accordance with the Subscription Plan selected by the Customer. The fee of the selected Subscription Plan does not include the fees applicable to the provision of other Platform by Zilculator (e.g. Customer branding/software integration and custom software development) unless Zilculator and the Customer have explicitly agreed otherwise in a format that can be reproduced in writing. If additional costs need to be incurred by Zilculator for the provision of the Platform, Zilculator shall notify the Customer before incurring such costs and the distribution of such costs shall be agreed between Zilculator and the Customer separately in a format that can be reproduced in writing.
4. If the Customer agrees to a Subscription Plan, then the respective fee indicated in the Price List shall be applicable for the duration of the Agreement term, if the Agreement is entered into for a fixed period. If the Agreement is entered into for an unspecified period, then the fee of the selected Subscription Plan may change in the course of the Agreement as Zilculator is entitled to change the Price List unilaterally by notifying the Customer thereof 3 (three) calendar months in advance. If the Customer continues to use the Platform, the Customer is deemed to have accepted the new Price List.
5. Value added tax is added to the fees, if applicable.
6. Depending on the selected Subscription Plan and other Platform provided to the Customer, Zilculator invoices the Customer on a monthly or yearly basis for the Platform and/or other Platform used by the Customer in the preceding month, unless Zilculator and the Customer have explicitly agreed otherwise in a format reproducible in writing. There will be no refunds or credits for partial volumes and/or months or refunds for volumes and/or months unused with an open Account. The invoice shall be sent to the e-mail address indicated by the Customer, and the payment term is 7 (seven) calendar days from the date of the invoice unless a different payment term is indicated on the invoice or unless Zilculator and the Customer have explicitly agreed otherwise in a format that can be reproduced in writing.
7. If the Customer wishes to change the selected Subscription Plan, he/she shall make the selection on the Platform and such changes will take effect immediately, with a new prorated invoice generated at that moment and unused credits being used towards this invoice. Downgrading the Subscription Plan may cause loss of features or capacity of the Account and Zilculator does not accept any liability for such loss. If the Customer wishes to cancel the selected Subscription Plan, he/she shall make the selection on the Platform and his subscription will be canceled at the end of the current billing period. Zilculator shall not return payments of Customers who have cancelled their Subscription Plan on their own accord, except when specified in these General Terms.
8. If the Customer has used up or if based on the Customer’s usage it is likely that the Customer will use up the monthly capacity (unit pricing) of the Account available under the selected Subscription Plan, Zilculator shall notify the Customer thereof and will upgrade the Subscription Plan selected by the Customer to the next level subscription plan and will invoice the Customer accordingly at the next billing date or, if the Customer has prepaid for the Subscription Plan, will issue an additional invoice. The Customer’s continued use of the Platform constitutes agreement to the upgrade and higher applicable fee.

Disclaimer of Warranties

1. Zilculator provides the Platform on an “as is” and “as available” basis, without warranty of any kind. Without limiting this, Zilculator expressly disclaims all warranties, whether express, implied or statutory, regarding the Platform, including without limitation any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement.
2. Zilculator endeavours to ensure the continuous and uninterrupted operation of the Platform. However, Zilculator does not warrant that the Platform will meet the Customer’s requirements; that the Platform will be uninterrupted, timely, secure, or error-free; that the information provided or obtained through the use of Platform is accurate, reliable or correct; that any defects or errors will be corrected; that the Platform will be available at any particular time or location; or that the Platform are free of viruses or other harmful components. The Customer assumes full responsibility and risk of loss resulting from the Customer’s use of the Platform.

Limitation of Liability

1. All claims related to the performance of the Agreement must be submitted to the other party without undue delay in a format that can be reproduced in writing.
2. A party has the right to demand compensation from the other party for damage caused by for breach or non-performance of their obligations under the Agreement, unless these General Terms provide otherwise or unless the parties have explicitly agreed otherwise in a format that can be reproduced in writing.
3. The Customer understands and agrees that Zilculator will not be liable to the Customer or any third party for any loss of profits, use, goodwill, or data, or for any incidental, indirect, special, consequential or exemplary damages, however arising, that result from
   1. the Customer’s use or inability to use the Platform;
   2. any modification, price change, suspension or discontinuance of the Platform;
   3. the Platform generally or the software or systems that make the Platform available;
   4. unauthorised access to or alterations of the Customer’s transmissions or data;
   5. any other matter relating to the Platform.
4. Zilculator’s liability is limited whether or not Zilculator has been informed of the possibility of such damages and even if a remedy set forth in the Agreement is found to have failed its essential purpose. Zilculator will have no liability for any failure or delay due to matters beyond Zilculator’s reasonable control. However, the maximum liability of Zilculator is limited to the amount that is equal to the amount the Customer paid to Zilculator during the previous three months from the occurrence of the event that resulted in Zilculator’s liability.
5. The parties shall not be liable for breach or non-performance of their obligations under the Agreement if it has been caused by force majeure. If the effect of force majeure is temporary, non-performance is excused only for the period during which force majeure impeded the performance of the obligation. Force majeure events are unforeseeable circumstances which the party has violated the obligation is unable to control and the prevention of which by the same cannot be expected proceeding from the principle of reasonableness. Examples of force majeure include but are not limited to severe acts of nature, war, riot, acts of terrorism, the activities of public authorities (e.g. the state, local government) and other circumstance independent of the parties (e.g. strike, the general failure of the computer system, failure of communications lines or power failure, denial-of-service attack).

Release and Indemnification

1. The Customer indemnifies, defends, and holds Zilculator harmless from and against any and all claims, liabilities, and expenses, including attorneys’ fees, arising out of the Customer’s use of the Platform, including but not limited to the Customer’s violation of the Agreement, provided that Zilculator (1) promptly gives the Customer written notice of the claim, demand, suit or proceeding; (2) gives the Customer sole control of the defence and settlement of the claim, demand, suit or proceeding (provided that the Customer may not settle any claim, demand, suit or proceeding unless the settlement unconditionally releases Zilculator of all liability); and (3) provides to the Customer all reasonable assistance, at the Customer’s expense.

Term and termination

1. Access to the Platform is provided during the Agreement term stipulated in the Subscription Plan or Special Terms, if any.
2. Termination of the Agreement does not release the parties from their outstanding obligations arising from the Agreement and does not affect the rights or remedies of a party arising out of breach of the Agreement.

Miscellaneous

1. The Agreement between the Customer and Zilculator and any access to or use of the Platform, is governed by the laws of the Republic of Estonia, except the conflict of laws rule. All disputes arising from the Agreement or the use of Platform shall be settled via negotiations. If an amicable settlement cannot be reached, the dispute shall be finally settled in accordance with the laws of the Republic of Estonia in Harju County Court in Tallinn.
2. The Customer may not assign or delegate any rights or obligations under the Agreement without Zilculator’s prior written consent, and any unauthorised assignment and delegation by the Customer is void.
3. All provisions of the Agreement which by their nature should survive termination will survive termination, including, without limitation, ownership provisions, confidentiality obligations, warranty disclaimers, indemnity and limitations of liability.
4. Zilculator communicates with the Customer in an electronic form via the contact person and/or email address the Customer has submitted. Customer can also contact Zilculator by mail using contact point:
   
   

   Attn: Jan Kincl
   Zilculator
   3275 E. Warm Springs Rd.
   Las Vegas, NV  89120

   Urgent informational messages may be communicated by phone but shall be repeated via e-mail latest on the next working day. The Customer agrees that all agreements, notices, disclosures, and other communications that Zilculator provides to the Customer electronically satisfy any legal requirement that those communications would satisfy if they were on paper. The Customer undertakes to notify Zilculator immediately of a change in the submitted contact details.

5. If any provision of the Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Any failure on the part of Zilculator to enforce any provision of the Agreement will not be considered a waiver of Zilculator’s right to enforce such provision.

Changes to these General Terms

1. Zilculator reserves the right, at its sole discretion, to amend these General Terms at any time and will update these General Terms in the event of any such amendments. Zilculator will notify the Customer of minor changes to the General Terms at least 30 calendar days prior to the change taking effect by notifying the Customer via e-mail. For material modifications, the Parties shall enter into negotiations. For the avoidance of doubt, the modifications to the functionality of the Platform will not be deemed as material changes.

These terms have been edited on 12/28/2020.