These "Commercial Terms" govern your use of Zerophia's enterprise products and services. By using Zerophia's "Services," you agree to these terms.
The term "Authorized Users" refers to your employees, contractors, and other individuals who are authorized to use the Services on your behalf.
1. Business Use of Services
1.1 Account Management
You may create and manage accounts for your employees, agents, or representatives who are authorized to use the Services on your behalf. You are responsible for (i) maintaining the confidentiality of account credentials, (ii) all activities that occur under your accounts, and (iii) ensuring that all use of the Services complies with these Commercial Terms.
1.2 Commercial Use License
Subject to these Commercial Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, and revocable license to use our Services for your internal business operations.
2. Service Level Agreements
If you have purchased an enterprise or business plan, your use of the Services may be subject to a Service Level Agreement ("SLA"). The SLA will specify details regarding service availability, technical support response times, and remedies for failure to meet the service levels.
3. Data Processing Terms
3.1 Data Processing
To the extent that you provide us with personal data of your employees, customers, or other individuals in connection with your use of the Services, you and we agree that you are the data controller and we are the data processor of such personal data.
3.2 Data Processing Agreement
If required by applicable law, we will enter into a separate Data Processing Agreement ("DPA") with you that governs our processing of personal data on your behalf.
3.3 Security Measures
We will implement and maintain appropriate technical and organizational security measures designed to protect personal data processed on your behalf from unauthorized access, destruction, loss, alteration, or disclosure.
4. Payment Terms
4.1 Fees and Invoicing
You agree to pay all fees specified in the order form or subscription plan you select. Unless otherwise specified, fees are based on Services purchased and not actual usage. Payment obligations are non-cancellable, and fees paid are non-refundable except as expressly provided in these Commercial Terms.
4.2 Taxes
Our fees do not include any taxes, levies, duties, or similar governmental assessments. You are responsible for paying all taxes associated with your purchases, except for taxes based on our net income.
5. Term and Termination
5.1 Term
The term of these Commercial Terms will commence on the date you first accept them or use the Services for business purposes and will continue until all subscriptions hereunder have expired or been terminated.
5.2 Termination for Cause
Either party may terminate these Commercial Terms for cause: (i) upon 30 days' written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately if the other party becomes the subject of a bankruptcy, insolvency, receivership, liquidation, assignment for the benefit of creditors, or similar proceeding.
5.3 Effect of Termination
Upon termination or expiration of these Commercial Terms, you will immediately cease all use of the Services. Any sections of these Commercial Terms which by their nature should survive termination will survive termination, including, without limitation, intellectual property provisions, warranties, disclaimers, and limitations of liability.
6. Intellectual Property
6.1 Ownership
Except as expressly set forth herein, these Commercial Terms do not grant either party any rights, implied or otherwise, to the other's content or intellectual property. As between the parties, you own all rights in your data, and Zerophia owns all rights in the Services and related intellectual property.
6.2 Feedback
If you provide suggestions, recommendations, or other feedback about our Services, we may use such feedback without restriction or obligation to you.
7. Confidentiality
Each party agrees to protect the other party's confidential information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. The receiving party will use the disclosing party's confidential information solely to perform its obligations under these Commercial Terms. Confidential information does not include information that: (i) is or becomes publicly available through no fault of the receiving party, (ii) was known to the receiving party prior to receipt from the disclosing party, (iii) was independently developed by the receiving party, or (iv) is rightfully obtained by the receiving party from a third party without restriction.
8. Indemnification
You will defend, indemnify, and hold harmless Zerophia from and against any claims, actions, demands, liabilities, and settlements, including, without limitation, reasonable legal and accounting fees, arising out of or related to: (i) your use of the Services in violation of these Commercial Terms or applicable law, (ii) your breach of these Commercial Terms, or (iii) your data or content.
9. Contact Us
If you have any questions about these Commercial Terms, please contact us at legal@zerophia.com.