Zzeem, Inc. — Terms of Service

Last Updated: 2026/06/06

These Terms of Service (“Terms”) govern your access to and use of the websites, digital products, consulting services, association management services, and related offerings provided by Zzeem, Inc. (“Zzeem”, “we”, “our”, or “us”). By accessing or using any Zzeem service, you agree to be bound by these Terms.

If you do not agree, you must not use our services.

1. Definitions

“Services” means all products, consulting, association management, digital tools, content, and resources provided by Zzeem.

“Client” or “you” means the organisation or individual accessing or using the Services.

“Website” means www.zzeem.com and any related domains or subdomains.

“Agreement” means these Terms, along with any proposals, statements of work (SOWs), service agreements, or addenda executed between you and Zzeem.

2. Scope of Services

Zzeem provides association management, governance support, strategic consulting, digital tools, training, and related professional services. Specific deliverables, timelines, and fees may be defined in a separate written agreement such as a Service Agreement, Proposal, or Statement of Work.

If there is a conflict between these Terms and a signed agreement, the signed agreement prevails.

3. Eligibility

You may use our Services only if you:

• Are at least 18 years old
• Have the authority to bind the organisation you represent
• Agree to comply with these Terms and all applicable laws

4. Client Responsibilities

Clients agree to:

• Provide accurate, timely information required for Zzeem to perform the Services
• Ensure access to necessary systems, documents, and personnel
• Review and approve deliverables in a timely manner
• Maintain the confidentiality of any login credentials or access provided

Zzeem is not responsible for delays or performance issues caused by incomplete or inaccurate client information.

5. Fees and Payment

Unless otherwise stated in a written agreement:

• Fees are due within 30 days of invoice date
• Late payments may incur interest at 1.5% per month (or the maximum allowed by law)
• Fees are non-refundable unless explicitly stated
• Zzeem may suspend Services for overdue accounts

6. Intellectual Property

6.1 Zzeem IP

All materials created by Zzeem—including frameworks, templates, methodologies, training materials, reports, dashboards, and digital tools—remain the intellectual property of Zzeem, unless otherwise agreed in writing.

Clients receive a non-exclusive, non-transferable licence to use deliverables for internal purposes only.

6.2 Client IP

All documents, data, and materials provided by the Client remain the Client’s property. Zzeem may use such materials solely for the purpose of delivering the Services.

7. Confidentiality

Both parties agree to maintain the confidentiality of all non-public information shared during the engagement, including:

• Member data
• Financial information
• Governance documents
• Strategic plans
• Proprietary methodologies

Confidentiality obligations survive termination of the Agreement.

8. Data Protection

Zzeem will take reasonable administrative, technical, and physical measures to protect client data. However, no system is completely secure, and Zzeem cannot guarantee absolute security.

Clients are responsible for ensuring they have the legal right to share member or organisational data with Zzeem.

9. Acceptable Use

You agree not to:

• Use the Website or Services for unlawful purposes
• Attempt to access systems or data without authorisation
• Copy, distribute, or reverse-engineer Zzeem’s proprietary materials
• Upload malicious code or disrupt service operations

Zzeem may suspend or terminate access for violations.

10. Third-Party Services

Some Services may integrate with third-party platforms (e.g., AMS systems, payment processors, analytics tools). Zzeem is not responsible for:

• Third-party availability
• Data handling practices
• Errors or outages caused by third-party systems

Your use of third-party tools is governed by their respective terms.

11. Disclaimers

Zzeem provides Services on an “as-is” and “as-available” basis. To the fullest extent permitted by law:

• We disclaim all warranties, express or implied
• We do not guarantee specific outcomes, financial results, or membership growth
• Strategic recommendations are advisory and not guarantees of performance

12. Limitation of Liability

To the maximum extent permitted by law:

• Zzeem’s total liability is limited to the amount paid by the Client in the three months preceding the claim
• Zzeem is not liable for indirect, incidental, consequential, or punitive damages
• Zzeem is not responsible for decisions made by the Client based on our recommendations

13. Indemnification

You agree to indemnify and hold harmless Zzeem from any claims, damages, or losses arising from:

• Your misuse of the Services
• Your violation of these Terms
• Your breach of applicable laws
• Your use of deliverables in ways not authorised by Zzeem

14. Term and Termination

Either party may terminate the Agreement:

• With notice as defined in the applicable Service Agreement
• Immediately for material breach
• Immediately if the other party becomes insolvent or ceases operations

Upon termination:

• All outstanding fees become due
• Zzeem will deliver any completed work paid for
• Licences to Zzeem IP terminate immediately

15. Changes to Terms

Zzeem may update these Terms periodically. Continued use of the Services after changes are posted constitutes acceptance of the revised Terms.

16. Governing Law

These Terms are governed by the laws of the Province of Ontario, without regard to conflict-of-law principles. Any disputes will be resolved in the courts of Toronto, Ontario.

17. Contact Information

Zzeem, Inc.

Email: info@zzeem.com

Address: 200-5200 Yonge Street, Toronto, ON, M2N 5P6

Website: www.zzeem.com