Copyright and Intellectual Property

This Copyright and Intellectual Property Policy ("Policy") is incorporated by reference into the Zeus Global Terms of Service and into every agreement that incorporates the Terms. It binds the Customer, every Authorized User and every Invited User (together, "you"), and it states the exclusive procedure through which rights-holders may submit copyright complaints concerning content made available through the Services. Acceptance of the Terms constitutes consent to this Policy and to the complaint procedure it describes. Capitalized terms not defined here have the meanings given in the Terms and the defined-terms register of the Agreement. This Policy has tier-3 precedence for its subject matter under the Agreement's precedence ladder.

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1. Zeus Intellectual Property and Marks

Zeus ownership of the Services and Zeus Materials. As between Zeus and the Customer, Zeus and its licensors own, and will at all times continue to own, all right, title and interest — including all intellectual-property rights worldwide — in and to the Services and the Zeus Materials, including the mobile and web applications, sites, APIs, features, modules, templates, seed catalogs, Documentation, designs, software, and all other content or materials Zeus provides, together with every improvement, enhancement, customization, modification and derivative work of any of the foregoing, expressly including any customization, feature, correction or other work that Zeus develops in response to, or that is prompted by, Customer feedback, requests or suggestions, whether or not the Customer requested or paid for it.

Present automatic assignment. To the extent any right, title or interest in or to the Services, the Zeus Materials, or any improvement, enhancement, customization, modification or derivative work described in Section 1.1 — or in any Aggregated Data or De-Identified Data as described in the Terms — vests in the Customer or any of its users by operation of law or otherwise, the Customer hereby presently, automatically, absolutely and beneficially assigns to Zeus the whole of such right, title and interest, including all intellectual-property rights, without further consideration, and will execute (and will cause its users to execute) any documents Zeus reasonably requests to perfect that assignment.

Residual knowledge. Nothing in this Policy or the Agreement precludes or limits Zeus from using or exploiting any concepts, ideas, techniques or know-how of or related to the Services, or acquired in the course of providing the Services, for any purpose, including developing, making, marketing and licensing products and services.

Reservation of rights; no implied licenses. The Services and Zeus Materials are and will remain the exclusive property of Zeus and its licensors. No license or other right in or to the Services or Zeus Materials is granted to you except for the limited rights expressly granted in the Agreement, and no rights arise by implication, estoppel, exhaustion or otherwise. Subject to the limited rights expressly granted, Zeus reserves all rights, title and interest in and to the Services and Zeus Materials, and any use of the Services or Zeus Materials not expressly permitted is prohibited.

No copying, framing, scraping or derivative works. You must not modify, copy, reproduce, frame, mirror, scrape, crawl, harvest, rent, lease, loan, sell, sublicense, distribute, publicly display or create derivative works based on the Services or the Zeus Materials, in whole or in part, by any means, whether manual or automated, except as expressly permitted by the Agreement. This restriction does not apply to your own Customer Content.

Zeus Marks. "Zeus", the Zeus logos and all other Zeus names, marks, brand assets, product names, trade names and logos appearing in or in connection with the Services (the "Marks") are the property of Zeus or its licensors. Zeus does not grant you any right to use or display any Mark, in any manner, without Zeus's prior written consent, and any permitted use must comply with Zeus's brand instructions and ceases immediately on Zeus's request.

No challenge. You must not, and must not assist any third party to, dispute, challenge, contest or seek to invalidate Zeus's or its licensors' intellectual-property rights or registered trademarks, or Zeus's ownership of the Services, the Zeus Materials or the Marks, anywhere in the world. This Section applies to the maximum extent permitted by applicable law; any mandatory limitation on its enforceability in a given jurisdiction is addressed, to the minimum extent required, in the applicable jurisdictional Supplement and does not reduce this Section's effect anywhere else.

Customer Content carve-out. Nothing in this Section 1 transfers ownership of Customer Content to Zeus. Except for Customer Content, all intellectual-property rights in and arising out of or in connection with the Services vest in, or remain vested in, Zeus and its licensors. Customer Content remains the Customer's, subject at all times to the license the Customer grants to Zeus under the Terms (see Section 7 of this Policy), and Aggregated Data and De-Identified Data are Zeus-owned as stated in the Terms.

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2. Copyright Complaints — Designated Agent

Complaint procedure; copyright contact; no registered DMCA agent. Zeus operates the copyright-complaint procedure set out in this Section 2 and in Section 3. Copyright complaints, counter-notifications and related correspondence must be sent to [email protected], addressed to the Copyright Contact, Omni Data Tech Inc., 3601 Highway 7 East, Suite 1006, Markham, Ontario, L3R 0M3, Canada. Zeus has not registered a designated agent with the United States Copyright Office under 17 U.S.C. § 512(c)(2), and Zeus does not claim, and nothing in this Policy should be read as claiming, safe-harbor status under 17 U.S.C. § 512. That does not affect the procedure below: Zeus operates the notice, counter-notification and restoration mechanics described here as a matter of its own policy, modeled on the Digital Millennium Copyright Act ("DMCA"), and will act on a complying Notification. The DMCA mechanics in this Section 2 and in Section 3 are scoped to matters subject to United States law; jurisdiction-specific pathways are addressed in Section 5 and the applicable Supplements. By accepting the Terms, you consent to this Policy and to the copyright practices it describes, and you expressly consent to the determination of questions of infringement or illegality of content by Zeus's Copyright Contact.

Infringement notification requirements. If you believe that your work has been copied or used through the Services in a way that constitutes copyright infringement, you must promptly notify Zeus's Copyright Contact in writing (a "Notification"). To be actionable, a Notification must include: (a) your physical or electronic signature (or that of a person authorized to act on the owner's behalf) and your contact information; (b) a description of the copyrighted work claimed to have been infringed; (c) a description of the material claimed to be infringing and information reasonably sufficient for Zeus to locate the material within the Services (including URLs or equivalent identifiers where applicable); (d) a statement that you have a good-faith belief that the complained-of use is not authorized by the copyright owner, its agent or the law; and (e) a statement that the information in the Notification is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner's behalf. Zeus may disregard Notifications that do not materially comply with this Section, and may provide your Notification (including your contact details) to the person who made the material available.

Removal and blocking at Zeus's sole discretion. Zeus reserves the right to remove, block access to, or disable any content alleged to be infringing, without prior notice to you and at Zeus's sole discretion, including whenever Zeus receives a complaint concerning any illegality or infringement of third-party rights in content made available through your account. Removal, blocking or disabling under this Section is not a breach of the Agreement, does not entitle you to any refund, credit or other remedy, and is without prejudice to Zeus's other rights and remedies, all of which are cumulative.

No duty to prescreen or monitor; no endorsement; discretion creates no duty. Zeus is not responsible for, and does not endorse, any content made available through the Services, and Zeus does not have any obligation to prescreen, monitor, edit, or remove any content; if content you make available infringes any intellectual-property right or otherwise violates law, this Policy or the Agreement, you bear legal responsibility for that content. Zeus may, but has no obligation to, remove, edit, block, and/or monitor content or accounts containing content that Zeus determines in its sole discretion violates this Policy or the Agreement. Nothing in Section 2.3, Section 4, or any exercise of the rights they reserve is an assumption by Zeus of any duty to police, prescreen, monitor or affirmatively search for infringing material.

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3. Counter-Notifications; Ontario Forum

Counter-notification; restoration unless suit is filed. If material you made available through the Services is removed or disabled following a Notification and you believe the removal resulted from mistake or misidentification, you may submit a written counter-notification ("Counter-Notification") to Zeus's designated agent. A Counter-Notification must include: (a) identification of the material that was removed or disabled and the location at which it appeared before removal; (b) your name, address and telephone number; (c) a statement, under penalty of perjury, that you have a good-faith belief that the material was removed or disabled as a result of mistake or misidentification; (d) the jurisdiction-consent and service-of-process statements required by Section 3.2; and (e) your physical or electronic signature. If Zeus receives a valid Counter-Notification, Zeus may restore the removed or disabled material unless Zeus's designated agent first receives notice from the original complainant that the complainant has filed a court action seeking to restrain the allegedly infringing activity. Zeus may provide your Counter-Notification (including your contact details) to the original complainant.

Jurisdiction consent and service of process; Ontario forum. Except as otherwise provided in the Arbitration Agreement, every Counter-Notification must include a statement that, notwithstanding any other choice of law or venue in the Agreement, you consent — for the purposes of the Counter-Notification and any related proceedings — to the jurisdiction of the Federal District Court for the judicial district in which your address is located if your address is in the United States, or, if your address is outside the United States, to the jurisdiction of the Courts of the Province of Ontario in the City of Toronto, Canada, and that you will accept service of process from the person who submitted the original Notification or that person's agent.

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4. Repeat-Infringer and Infringer Termination

Termination of infringers; Zeus determines repeat-infringer status. Zeus reserves the right, at its sole discretion, to suspend or terminate the account or access of any Customer, Authorized User, Invited User or other user of the Services who is the subject of DMCA or other infringement Notifications, including any user who is the subject of repeated Notifications, without any requirement that the alleged infringement be adjudicated, admitted or otherwise established. Zeus alone determines, at its sole discretion, whether a user is a repeat infringer, and Zeus will terminate the accounts of users Zeus determines to be repeat infringers in appropriate circumstances. Suspension or termination under this Section is a cumulative remedy, is not a breach of the Agreement, and does not entitle you to any refund or credit. The Counter-Notification procedure in Section 3 remains available to any user whose material is removed following a Notification.

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5. Canadian Notice-and-Notice; Australian and New Zealand Safe Harbours

Canadian notice-and-notice. Canada operates a notice-and-notice regime under the Copyright Act, RSC 1985, c C-42, ss 41.25–41.27. Where that regime applies, a claimant may send Zeus a notice of claimed infringement that meets the statutory requirements, and Zeus will forward it to the relevant account holder and retain the records the statute requires. The DMCA mechanics of Sections 2 and 3 are scoped to matters subject to United States law and do not state Zeus's Canadian duties; the statute does.

Australian and New Zealand safe harbours. Zeus does not currently claim the Australian safe harbour (Copyright Act 1968 (Cth), Part V, Division 2AA) or the New Zealand internet-service-provider limitations (Copyright Act 1994 (NZ), ss 92B–92C), and does not operate a scheme-specific procedure for either. The removal, complaint and termination discretion in Sections 2 and 4 applies worldwide to the maximum extent permitted by applicable law.

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6. Misrepresentation Liability

Liability for false or misrepresented complaints and counter-notifications. Any person who knowingly materially misrepresents that material or activity is infringing, or that material or activity was removed or disabled by mistake or misidentification, may be subject to liability. NOTE THAT YOU MAY BE HELD LIABLE FOR DAMAGES, COSTS AND ATTORNEY'S FEES INCURRED BY ZEUS, BY A COPYRIGHT OWNER, OR BY A COPYRIGHT OWNER'S LICENSEE IF YOU PROVIDE ANY FALSE INFORMATION IN A NOTIFICATION OR COUNTER-NOTIFICATION OR MISREPRESENT YOURSELF AS THE RIGHTFUL OWNER OF COPYRIGHTED MATERIAL. YOU MAY ALSO BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY. If you are uncertain whether material infringes, you should consult a lawyer before filing a Notification or Counter-Notification; nothing in this Policy is legal advice.

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7. Customer Content Responsibility (Cross-Reference)

Sole responsibility for content and rights clearance. You have sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness of all Customer Content, and for obtaining all rights, licenses, consents and permissions related to Customer Content that Zeus requires to provide the Services, including for third-party plans, drawings, photos, videos, documents and other materials you upload. You agree to pay all royalties, fees and any other monies owed to any person by reason of Customer Content you make available through the Services. You represent and warrant, on an ongoing basis, that you have all rights necessary to grant the licenses over your Customer Content described in the Terms and that the use of Customer Content in accordance with the Agreement will not breach any law or infringe the rights of any person.

Customer Content license (cross-reference). The license you grant Zeus over Customer Content is stated in the Terms: a non-exclusive, royalty-free, fully paid, worldwide, perpetual, irrevocable, sublicensable and transferable license that survives termination, as more fully described there. Nothing in this Policy limits that license. If Zeus removes, blocks or disables content under this Policy, the license continues to apply to that content for the purposes stated in the Terms, including legal compliance, dispute handling and record-keeping.

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8. Relationship to the Agreement

Incorporation; precedence; supplements. This Policy is incorporated into and forms part of the Terms and of every agreement that incorporates the Terms, and holds tier-3 precedence for its subject matter under the Agreement's precedence ladder. The jurisdictional Supplements state jurisdiction-specific copyright procedures and any treatment mandatory law requires; a Supplement modifies this Policy only to the minimum extent mandatory law requires and only for the jurisdiction it covers. Definitions, the Customer Content license, indemnities, disclaimers, liability limits and the dispute-resolution architecture are stated in the Terms and apply to this Policy and to every Notification and Counter-Notification.