Last updated: February 21, 2021
If you signed up for a plan using your corporate email domain, your organization is Company, and Company can modify and re-assign roles on your account (including your role) and otherwise exercise its rights under the Contract. If Company elects to replace you as the representative with ultimate authority for the account, we will provide you with notice following such election and you agree to take any actions reasonably requested by us or Company to facilitate the transfer of authority to a new representative of Company.
Individuals authorized by Company to access the Platform (an “Authorized User”) may submit content or information to the Platform, such as files (“Company Data”), and Company may exclusively provide us with instructions on what to do with it. For example, Company may provision or deprovision access to the Platform, enable or disable third party integrations, manage permissions, retention and export settings, or transfer or assign accounts.
Subscriptions, Taxes, Cancellations
If you activate a Subscription, you authorize Zendoc to periodically charge, on a going-forward basis and until cancellation of either the recurring payments or your account, all accrued sums on or before the payment due date for the accrued sums. The “Subscription Billing Date” is the date when you purchase your first subscription to the Platform or Order Form. Your account will be charged automatically on the Subscription Billing Date all applicable fees for the next Subscription period. During an active subscription term, adding more subscriptions is fairly easy. Unless the Order Form says otherwise, Company may purchase more subscriptions at the same price stated in the Order Form and all will terminate on the same date.
Access to the Platform is billed in advance in accordance with our pricing schedule. There will be no refunds or credits for partial months of service, annual payments, or refunds for months unused with an open account, unless otherwise set forth in your Order Form (if applicable).
All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you will be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) income taxes. You agree to pay for any taxes that might be applicable to your use of the Platform or payments made by you in connection with your use of the Platform.
The Subscription will continue unless and until you cancel your subscription or we terminate it. You must cancel your subscription before it renews in order to avoid billing of the next periodic Subscription fee to your account. We will bill the periodic Subscription fee to the payment method you provide to us during registration (or to a different payment method if you change your payment information). You may cancel the Subscription by accessing your account settings and clicking on the “Cancel Plan” option or by contacting us at: email@example.com Any cancellation of your account will result in the deactivation or deletion of your account. Cancelled accounts cannot be recovered or restored.
Access to Platform and Support Services
Zendoc will provide Company with reasonable technical support services as follows: Zendoc will provide Technical Support to Company via both online ticket management system or electronic mail on weekdays during the hours of 9:00 am through 5:00 pm Pacific time, with the exclusion of U.S. federal holidays (“Support Hours”). Company may initiate a helpdesk ticket during Support Hours by emailing firstname.lastname@example.org. Zendoc will use commercially reasonable efforts to respond to all tickets within one (1) business day.
Company Restrictions and Responsibilities.
Company will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Platform or any software, documentation or data related to the Platform (“Software”); modify, translate, or create derivative works based on the Platform or any Software (except to the extent expressly permitted by Zendoc or authorized within the Platform); use the Platform or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.
Further, Company may not remove or export from the United States or allow the export or re-export of the Platform, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.227‑7014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
Company shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Platform, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Company shall also be responsible for maintaining the security of the Equipment, Company account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Company account or the Equipment with or without Company’s knowledge or consent.
Confidentiality; Proprietary Rights.
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Zendoc includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Company includes non-public data provided by Company to Zendoc to enable the provision of the Platform, including Company Data. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Platform or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
Company shall own all right, title and interest in and to the Company Data. Zendoc shall own and retain all right, title and interest in and to (a) the Platform and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with any implementation services or support, (c) any data that is based on or derived from the Company Data and provided to Company as part of the Platform and (d) all intellectual property rights related to any of the foregoing.
Notwithstanding anything to the contrary, Zendoc shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Platform and related systems and technologies (including, without limitation, information concerning Company Data and data derived therefrom), and Zendoc will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Platform and for other development, diagnostic and corrective purposes in connection with the Platform and other Zendoc offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.
Term and Termination
Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Platform or Order Form and shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term.
In addition to any other remedies it may have, either party may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement. Company will pay in full for the Platform up to and including the last day on which the Platform are provided. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
We are custodians of Company Data. During the term of your account Subscription, Company will be permitted to export or share certain Company Data from the Platform; provided, however, that because we have different products with varying features and Company has different retention options, Company acknowledges and agrees that the ability to export or share Company Data may be limited or unavailable depending on the type of Platform plan in effect and the data retention, sharing or invite settings enabled. Following termination or expiration of your account Subscription, we will have no obligation to maintain or provide any Company Data and may thereafter, unless legally prohibited, delete all Company Data in our systems or otherwise in our possession or under our control.
Warranty and Disclaimer
Zendoc shall use reasonable efforts consistent with prevailing industry standards to maintain the Platform in a manner which minimizes errors and interruptions in the Platform. Platform may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Zendoc or by third-party providers, or because of other causes beyond Zendoc’s reasonable control, but Zendoc shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, Zendoc does not warrant that the Platform will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the Platform. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE PLATFORM ARE PROVIDED “AS IS” AND ZENDOC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
TO THE FULLEST EXTENT PROVIDED BY LAW, ZENDOC HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
LIMITATION OF LIABILITY
Governing Law and Jurisdiction
Waiver and Severability
You grant us the right to use Company’s company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to Company’s standard trademark usage guidelines as provided to us from time-to-time. If Company would prefer not to be listed, please send us an email to email@example.com stating that it does not wish to be used as a reference.
Your Comments and Concerns
This Platform is operated by KENZAI INTELLIGENT SYSTEMS INC. DBA ZENDOC, a Delaware corporation 600 1st Ave, Seattle, WA 98104, United States.
All other feedback, comments, requests for technical support, and other communications relating to the Platform should be directed to: firstname.lastname@example.org.