Zapflow Terms of Service

Updated: April 5, 2018

These Terms of Service contain the terms and conditions that govern all use of our Platform (as defined below) and Services (as defined below) and all content, services and/or products available on or through the Platform (collectively, the “Zapflow Services”).

The Zapflow Services are offered to you subject to your acceptance, without modification, of all the terms and conditions contained herein and all other operating rules, policies (including, without limitation, our Privacy Policy), the Guidelines (as defined below) and any future modifications thereof, and procedures that may be published from time to time on the Platform or made available to you on or through the Zapflow Services (collectively, the “Terms”).

When accepted by you (as defined below), these Terms form a legally binding contract between you and Supplier (as defined below). If you are entering these Terms on behalf of an entity, such as your employer or the company you work for, you represent that you have the legal authority to bind that entity.

PLEASE READ THESE TERMS CAREFULLY. BY REGISTERING FOR, ACCESSING, AND/OR OTHERWISE USING THE ZAPFLOW SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, DO NOT ACCESS, BROWSE OR OTHERWISE USE THE PLATFORM OR THE ZAPFLOW SERVICES. IF YOU DO NOT WANT TO CONCLUDE THIS AGREEMENT, DO NOT CLICK “ACCEPT”, “LOG IN” OR “REGISTER” AND DO NOT ACCESS, GIVE YOUR INFORMATION, OR OTHERWISE USE THE SERVICE.

Supplier may, in its sole discretion, elect to suspend or terminate access to, or use of the Zapflow Services to anyone who violates these Terms.

If you register for a free trial of the Zapflow Services, the applicable provisions of these Terms will govern that free trial.

1. Definitions

As used in this Agreement, the plural shall include the singular and vice versa (where appropriate) and references to Sections shall mean Sections of this Agreement, unless expressly otherwise stated or evident in the context. In this Agreement the following words and expressions shall, unless the context otherwise requires, have the following meaning:

2. Service eligibility

The use of the Zapflow Services is subject to acceptance of these Terms. To accept these Terms for itself or on behalf of a Client, a person must have the legal capacity to do so. In the case of an individual, the individual must be at least 18 years of age or have valid authorization from his/her legal representative or custodian. In the case of a legal entity, the entity must be duly incorporated and in good standing.

The Terms are accepted as soon the person has logged to his/her/its Account or otherwise notified the Supplier of such acceptance.

You may not, without Supplier’s prior written consent, access the Zapflow Services (i) for production purposes, (ii) if you are a competitor of Zapflow, (iii) if you have previously been suspended or removed from the Service, (iv) to monitor the availability, performance, or functionality of the Zapflow Services or (v) for other benchmarking or competitive purposes.

3. Modifications to Terms

Supplier reserves the right, at its sole discretion, to change, modify, add, or remove portions of the Terms at any time by posting such changes on or through the Platform or the Zapflow Services. Please check these Terms periodically for changes. Your continued use of the Zapflow Services after such changes have been posted as provided above constitutes your binding acceptance of such changes. Such amended Terms will automatically be effective upon the earlier of (i) your continued use of the Zapflow Services, or (ii) 30 days from posting of such modified Terms on or through the Platform. Notwithstanding the foregoing, the resolution of any dispute that arises between you and Supplier will be governed by the Terms in effect at the time such dispute arose.

4. Our Responsibilities

4.1. Provision of Zapflow Services.

Supplier will (a) make the Zapflow Services, Content and Client Data available to a Client pursuant to these Terms, (b) provide applicable standard support for the Zapflow Services to Client (c) use commercially reasonable efforts to make the Zapflow Services available 24 hours a day, 7 days a week, except for: (i) planned downtime, and (ii) any unavailability caused by circumstances beyond Supplier’s reasonable control, including, for example, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem, Internet service provider failure or delay, changes in the policies/licensing terms or third party data sources, or denial of service attack.

4.2. Protection of Client Data.

Supplier uses Amazon Web Services (Privacy Shield certified) as a processor. The Supplier will inform the Client of changes in such processors in accordance with the procedure of modifying these Terms.

Supplier will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Client Data. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification, or disclosure of Client Data by Supplier personnel except (a) to provide the Zapflow Services and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 7.4 (Compelled Disclosure) below, or (c) as a Client or User expressly permit in writing.

The Services are performed using equipment or facilities located in the European Union and/or the United States. The Supplier’s service providers are either Privacy Shield compliant or have executed Standard Contractual Clauses (as approved by the European Commission) that provide legal grounds for assuring that, when processed in the United States, the personal data of EU citizens that are processed by Zapflow customers when using the Zapflow Service will receive from the Supplier and its service providers located outside the EU an adequate level of protection within the meaning of Article 46 of Regulation (EU) 2016/679 (General Data Protection Regulation).

By agreeing to these Terms, the Client grants the Supplier a general authorization in the meaning of Article 28 (2) of Regulation (EU) 2016/679 to engage processors for the purposes of providing the Zapflow Services.

4.3. Third party data & integrations.

The Service may include links and integrations to third party web sites and data sourced (the "Third-Party Sites” or “Third Party Data Sources"). Zapflow shall not be responsible for and does not endorse any advertising, products, or other materials on or available from such Third-Party Sites. Zapflow may also include articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (the "Third Party Content"). If You decide to leave Zapflow and access the Third-Party Sites or to use or install any Third-Party Content, You do it at Your own risk and You have to review and accept terms of such Third Party Sites or Third Party Content.

4.4. Maintenance

Zapflow may, in its sole discretion, provide, and this Agreement applies to, any and all updates, features, new versions, or other functionality, including without limitation alterations of functionality, features, storage, security, availability, content, and other information relating to the Service (collectively, the “Updates”). Such Updates provided to You may be subject to any additional terms as presented by Zapflow, including, if applicable, additional fees. You hereby authorize Zapflow to, and agree that Zapflow may, automatically and in good faith transmit, access, install, and otherwise provide Updates without further notice or need for Your prior consent when such Updates are provided to You free of charge. Zapflow has no obligation to, and nothing in this Agreement may be construed to require Zapflow to, create, provide, or install Updates. Zapflow will, however, use its reasonable efforts to provide You information about the Updates before, if the Updates need changes to Your equipment or software.

In the event of an error, or other problem arising with the Service You shall inform Zapflow, and upon request, demonstrate, how the error occurs (if possible) as guided by Zapflow and give Zapflow access to your hardware, software, data and other systems if requested by Zapflow (if necessary). Zapflow will make reasonable efforts in accordance with Zapflow’s each time applicable correction policy to correct without undue delay reported errors in the Service. Correction of an error in the Service may also take place by providing a work-around or by providing Client with written instructions to bypass the error, or by providing the Update(s) or correction patch in which the error is corrected or bypassed. However, if the error or malfunction cannot be reproduced or where it is not reasonably practical to remedy the reported error or malfunction, Zapflow will provide You with its best recommendations or an explanation, and the Parties will convene to agree on closing of the issue. Client accepts that not all errors or malfunctions are necessarily capable of correction or rectification.

Zapflow shall have the right to suspend delivery of the Service for a reasonable duration, if this is necessary to perform installation of Updates or other maintenance work in respect of the Service or web server(s) and such installation of Updates or other maintenance work cannot be performed at a reasonable cost without suspension of the Service. If Zapflow suspends the Service for a reason specified in this Section 4.4 and the expected suspension in longer than 120 seconds, Zapflow shall (i) inform You of the suspension of the Service and the duration of the suspension in good time in advance and (ii) strive to minimize any inconvenience resulting from the suspension.

Zapflow shall have the right to suspend delivery of Zapflow Services due to installation of Updates or other maintenance work of general data network or due to severe data security risk to the Service or if required by law or regulation by authorities. If Zapflow suspends the Zapflow Service for a reason specified in this Section, it shall inform You of the suspension and the duration of the suspension in advance or, if this is not reasonably possible, without delay after Zapflow has learned of such matter

Zapflow shall have the right to deny Your access to the Service, if Zapflow reasonably suspects that You burden or use the Service in such a manner as to jeopardize the delivery of the Service to other users. Zapflow shall without undue delay inform You of the reasons for such denial. If You demonstrate that You have used the Service in conformity with this Agreement, Zapflow return Your access to the Service and Zapflow does not have any further liability against You

4.5. Backups

Zapflow shall make back-up copies of Your Data that is in the Service. Zapflow shall make the back-up copies at least once a week or at times made known in advance to You, and for maintaining the back-up copy in suitable manner in conformity with practice made known to You in advance. Zapflow shall maintain one (1) back-up copy of the latest Your Data and be entitled to destroy each time older back-up copies. You shall be responsible for making all other back-up copies.

If Your Data is deleted, lost, altered, or damaged when using Your own user name and password or You have otherwise by Your own action deleted, lost, altered or damaged Your Data, Zapflow shall have the right to charge for the recovery of Your Data in accordance with Zapflow’s then-current price list.

5. Using the Zapflow Services

The Client and User(s) shall have the limited, revocable, non-exclusive, non-assignable, non-sublicensable right to access and use the Service for internal business during the term of this Agreement in accordance with this Agreement and any other terms of use that Zapflow makes available. Zapflow grants no other rights, implied or otherwise.

5.1 Establishing an Account

Certain features, functions, parts, or elements of the Zapflow Services can be used or accessed only by holders of an Account. If several persons need to use an Account on behalf of Client, Client must designate such persons as Users. Each such User shall be subject to the restrictions set forth in these Terms.

If Client has designated Users and granted them Authorization, such Users will be deemed to be authorized to act on behalf of Client when using the Account. Supplier is not responsible for and shall have no liability for verifying the validity of Authorization of any User. However, Supplier may, in its discretion, request additional information or proof of the person’s credentials. If Supplier is not certain if a User has been granted Authorization, Supplier may, in its sole discretion, prevent such User from accessing the Zapflow Services.

A User may be associated with multiple Clients and Accounts. Deleting a User from one Account will not remove the User from the Platform if he/she is connected to multiple Accounts.

The Client and any User associated with an Account must provide Supplier with true, accurate, current, and complete information about the Client, Users or Account and keep it up to date.

5.2 Logging into an Account

Supplier shall provide Client with a username and password (“Login Credentials”) to be used to log in to its Account unless the Client uses the single sign-on feature or another service to log in. These Login Credentials must not be used by multiple persons. If Client has designated several Users, each User will be provided with separate Login Credentials. Client and each User are responsible for keeping confidential all login credentials associated with an Account. Client must promptly notify Supplier:

  1. of any disclosure, loss or unauthorized use of any Login Credentials;
  2. of a User’s departure from the Client’s organization;
  3. of a change in a User’s role in the Client’s organization;
  4. of any termination of a User’s right for any reason.

5.3 Termination of Account.

Client may terminate these Terms at any time as provided in Section 17. Supplier shall permanently delete the Account within six months of the effective date of the termination.

5.4 Fees.

The use of an Account is subject to a Fee. Different rates apply to different Plans. The applicable Fee is charged in advance on annual payment intervals, unless agreed otherwise between parties. All Fees are non-refundable, i.e. there are no refunds or credits for periods where the Client did not use an activated Account, used it only partially, or deactivated the Account or terminated these Terms during an ongoing payment interval. If, after signing up, Client elects to upgrade to a more expensive Plan, the unused portion of any prepaid Fees shall be applied to the Fee of the more expensive Plan. Changes in prices shall take effect starting from the beginning of the next billing cycle.

5.5 Changing Plans.

Any Client has the right to upgrade or downgrade a current Plan. Downgrading of the current Plan may cause the loss of features or capacity of the Account, as well as the loss of Client Data. Also in the event of downgrading, there are no refunds and the new pricing shall be applicable starting from the next billing cycle.

5.6 Free Trial.

A new Client may be entitled to a Free Trial. If the period of Free Trial has expired, Supplier may deactivate the Account without notice. If the Client does not pay purchase any Plan, Supplier has the right to permanently delete the Account, including all Client Data therein.

5.7 Taxes.

All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Subscription Service and performance of Consulting Services. You shall have no liability for any taxes based upon our gross revenues or net income. If you are in the European Union, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you will provide us with the VAT registration number under which you are registered in your member state. If you are required to deduct or withhold any tax, you must pay the amount deducted or withheld as required by law and pay us an additional amount so that we receive payment in full as if there were no deduction or withholding.

6. Payment

The following provisions are applicable only if you purchase access to the Zapflow Services directly from Supplier. If you purchase access to the Zapflow Services through a Reseller, the payment terms are set forth in the agreement with your Reseller.

6.1 Credit Card Authorization.

Supplier may seek pre-authorization of Client’s credit card account prior to your purchase of Zapflow Services to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. You authorize such credit card account to pay any amounts described herein, and authorize Supplier to charge all sums described in these Terms to such credit card account. You agree to provide Supplier updated information regarding your credit card account upon Supplier’s request and any time the information earlier provided is no longer valid.

6.2 Payment against invoice.

In certain Plans and when separately agreed in writing, Supplier may issue an invoice to cover the Fees for using Zapflow Services. Client must pay the invoice no later than the due date indicated on the invoice. You agree to pay all fees so that the You shall pay all bank charges for sending and receiving the payment.

7. Client data

7.1 Uploading Client Data to Platform.

If the Client uploads Client Data to the Platform, such Client Data and any processing of such Client Data must comply with these Terms and applicable law. When uploaded by the Client or User(s), the rights, title and interest in and to the Client Data belong to the Client or User(s). By uploading Client Data to the Platform, Client authorizes Supplier to process the Client Data. The Client is responsible for ensuring that:

  1. the Client and any of the Users associated with the Account do not create, transmit, display or make otherwise available any Client Data that violates the terms of these Terms, the rights of Supplier, other Clients or Users, persons or Organizations or is harmful (for example viruses, worms, malware and other destructive codes), offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, defamatory, hateful or otherwise unlawful;
  2. the Client and all of the Users associated with the Account have the necessary rights to use the Client Data, including to insert it into the Platform and process it by means of the Account.

7.2 No Guarantee of Accuracy.

Supplier does not guarantee any accuracy with respect to any information contained in any Client Data, and strongly recommends that you think carefully about what you transmit, submit or post to or through the Zapflow Services. You understand that all information contained in Client Data is the sole responsibility of the person from whom such Client Data originated. This means that Client, and not Supplier, is entirely responsible for all Client Data that is uploaded, posted, transmitted, or otherwise made available through the Zapflow Services, as well as for any actions taken by the Suppliers or other Clients or Users because of such Client Data.

7.3 Unlawful Client Data.

Supplier does not pre-screen, monitor, or filter any Client Data or acts of its processing by the Client to discover any unlawful nature therein. However, if such unlawful Client Data or the action of its unlawful processing is brought to the attention of Supplier or if there is reason to believe that certain Client Data is unlawful, Supplier has the right to:

  1. notify the Client of such unlawful Client Data;
  2. deny its publication on the Web Site or its insertion to the System;
  3. demand that the Client bring the unlawful Client Data into compliance with these Terms and applicable law;
  4. temporarily or permanently remove the unlawful Client Data from the Web Site or Account, restrict access to it or delete it.

If Supplier is presented convincing evidence that the Client Data is lawful, Supplier may, at its sole discretion, restore such Client Data, which was removed from the Web Site or Account or access to which was restricted.

In addition, in the event Supplier believes in its sole discretion Client Data violates applicable laws, rules or regulations or these Terms, Supplier may (but has no obligation), to remove such Client Data at any time with or without notice.

Zapflow Ltd as the data processor will assist the Client as the data controller in meeting the Client’s obligations under Regulation (EU) 2016/679, providing subject access, and allowing data subjects to exercise their rights under Regulation (EU) 2016/679.

7.4 Compelled Disclosure.

Supplier may disclose a Client’s confidential information to the extent compelled by law to do so. In such instance, Supplier will use commercially reasonable efforts to provide Client with prior notice of the compelled disclosure (to the extent legally permitted) and Client shall provide reasonable assistance, at its cost, if Client wishes to contest the disclosure. If law compels Supplier to disclose Client’s confidential information as part of a civil proceeding to which Supplier is a party, and Client is not contesting the disclosure, Client will reimburse Supplier for its reasonable cost of compiling and providing secure access to that confidential information.

7.5 Third-party data.

Depending on the Plan, Client may access Third-Party Data through the Platform. Source-specific terms govern such Third-Party Data. For the sake of clarify, unless separately agreed in writing between Third-Party, Zapflow Ltd and Client, Client or User does not gain any title to the third-party data and will not be allowed to export or share this Third-Party Data with others.

7.6 No Sensitive personal data.

You agree not to use the subscription service to collect, manage or process sensitive personal data as defined in General Data Protection Regulation Chapter 2 Article 9. We will not have any liability that may result from your use of the subscription service to collect or manage sensitive information.

7.7 Limits on Zapflow.

Zapflow will not use, or allow anyone else to use, Client Data to contact any individual or company except as you direct or otherwise permit. We will use Client Data only to provide the Subscription Service and Consulting Services to you and only as permitted by applicable law, this Agreement, and our Privacy Policy.

7.8 Aggregate Data.

Supplier may monitor use of the Zapflow Services and gather usage data in an aggregate and anonymous manner. Client agrees that Supplier may use and publish such information, provided that such information does not incorporate any Client Data and/or identify you.

8. Services

8.1 Use of the Zapflow Services.

Subject to these Terms, and the payment of the applicable service Fee, Supplier grants Client and its authorized users a non-exclusive, non-transferable, non-sub-licensable license to use the Zapflow Services to:

  1. collect, store, and organize Client Data;
  2. add new Users and grant them Authorizations;
  3. modify and delete Client Data;
  4. customize the standard features of the Zapflow Services;
  5. create standard reports based on Client Data

8.2 Technical Support.

Supplier shall provide reasonable technical support to Client at the reasonable request of the Client. Responding to enquiries of Clients and Users who have accepted these Terms but do not have an Account may be less expedient, or may not occur at all. For the sake of clarity, Technical support covers systems under Zapflow’s control and not, for example, Client’s or Users’ own IT settings or problem solving.

8.3 Modifications to Service.

Supplier reserves the right to modify the Zapflow Services or any part or element thereof from time to time without prior notice, including, without limitation:

  1. ceasing providing or discontinuing the development any Zapflow Service or part or element of the Platform temporarily or permanently;
  2. taking such action as is necessary to preserve Supplier’s rights upon any use of the Zapflow Services that may be reasonably interpreted as violation of Supplier’s intellectual property rights, distribution of Internet viruses, worms, Trojan horses, malware, and other destructive activities or illegal activity.

As applicable, Client may be notified of such modifications when logging in to the Account.

If the Client does not accept the modification, the Client shall notify Supplier. The Client’s continued use of the Zapflow Services, or any part or element thereof, after the notification of a modification shall indicate its consent to the modifications. Supplier shall not be liable to the Client or to any third person for any modification, suspension or discontinuance of the Zapflow Services, or any part or element thereof.

9. Data Processing Addendum

For Clients located in the EU or EEA or Clients processing personal data about individuals from the EU or EEA; and for the purposes of Article 28 of Regulation (EU) 2016/679, these Terms, including an additional Data Processing Addendum (“DPA”), constitute the data processing contract between the Client as the data controller and the Supplier as the data processor. In the event of any discrepancy between the content of these Terms and on one hand and the DPA document on the other hand, the content of the DPA document shall prevail. For the sake of clarity, this section 9 is not applicable, for example, to Clients outside the EU or EEA.

10. Restrictions

10.1 Prohibited Activities.

Client and its authorized Users may use the Zapflow Services and any part or element thereof only in the scope, with the means and for purposes as identified in these Terms and applicable law. By way of example, neither the Client nor any User may a) use the Zapflow Services or any part or element thereof to commit a crime, breach any applicable law or entice or invite others to carry out such illegal actions; b) copy, duplicate, distribute, modify, adapt, hack, create derivative works, reverse engineer, or decompile the Zapflow Services or any part or element thereof, or attempt to extract the source code thereof; or c) use the Zapflow Services or any part or element thereof unless it has agreed to these Terms.

10.2 Certain Uses Require Supplier Consent.

The Client or any User may not, without Supplier’s prior express written consent a) sell, resell, lease, license, sublicense, distribute, provide, disclose, divulge, exploit or otherwise grant Access or make the Zapflow Services available in whole or in part to any third persons, unless such third person is another authorized User of the same Client or b) use the Zapflow Services or any part or element thereof in a scope, with means or for purposes other than those for which their functionality was created.

11. Privacy.

Supplier’s Privacy Policy (www.zapflow.com/privacy-policy.html) is hereby incorporated into these Terms by reference. Supplier may update the Privacy Policy without further notice.

12. Intellectual Property Rights

12.1 Zapflow’s Intellectual Property Rights in the Zapflow Services.

The Zapflow Services, Zapflow Materials, Zapflow trade names and trademarks, and any parts or elements thereof are solely and exclusively owned and operated by Supplier and its third-party vendors and hosting partners. Zapflow Materials are protected by copyright, trade dress, patent, trade secrets, and trademark laws, international conventions and treaties, and all other relevant intellectual property and proprietary rights laws. Supplier, its affiliates, and licensors retains all right, title and interest in such Zapflow Services, Zapflow Materials, Zapflow trade names and trademarks, and any parts or elements. Your use of the Zapflow Services and Zapflow Materials, and any parts or elements does not grant to you any ownership right or intellectual property rights therein. Any commercial or promotional distribution, publishing or exploitation of the Zapflow Materials is strictly prohibited unless you have received the express prior written permission from Supplier or the otherwise applicable rights holder. Supplier reserves all rights to the Zapflow Services, Zapflow Materials and Zapflow trade names and trademarks not expressly granted in the Terms.

12.2 Client Data

Client is solely responsible for its own Client Data and the consequences of posting or publishing them on or through the Zapflow Service. In connection with Client Data, Client affirms, represents, and warrants that: (i) Client either owns its Client Data or has the necessary licenses, rights, consents, and permissions to use and authorize the Suppliers to display or otherwise use the Client Data under all patent, trademark, copyright, trade secrets, or other proprietary rights in and to your Client Data in a manner consistent with the intended features of the Zapflow Services and these Terms, and to grant the rights and license set forth in Section 11.3(a), and (ii) Client Data, Supplier’s or any Zapflow Licensee’s use of such Client Data pursuant to these Terms, and Supplier’s or any Zapflow Licensee’s exercise of the license rights set forth in Section 11.3(a), do not and will not: (a) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (b) violate any applicable law or regulation anywhere in the world; or (c) require obtaining a license from or paying any fees and/or royalties by Supplier to any third party for the performance of any Zapflow Services Client has chosen to be performed by Supplier or for the exercise of any rights granted in these Terms, unless Client and Supplier otherwise agree.

Supplier respects your right to exclusive ownership of your Client Data. Supplier may use Client Data in an aggregated or anonymized format for research, product development, educational, marketing, and other similar purposes. Supplier may not otherwise use or display Client Data without Client’s written consent. Client expressly grants Supplier the right to use and analyze aggregate system activity data associated with use of the Zapflow Services by Client and its Users for the purposes of optimizing, improving, or enhancing the way the Zapflow Services operate, and to create new features and functionality in connection with the Zapflow Services in the sole discretion of Supplier.

12.3 Feedback

If Client or a User provides Suppliers with any comments, bug reports, feedback, or modifications for the Zapflow Services (“Feedback”), Supplier shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the Zapflow Services. Client or User (as applicable) hereby grants Supplier a perpetual, irrevocable, nonexclusive, royalty free license under all rights necessary to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, exploit, and use your Feedback for any purpose.

13. Third-Party Sites, Products, and Services

The Zapflow Services may include links to other websites, data from Third-party source or services (“Linked Sites”) solely as a convenience to Clients. Unless otherwise specifically and explicitly indicated, Supplier does not endorse any such Linked Sites or the information, material, products, or services contained on or accessible through Linked Sites. Furthermore, Supplier makes no express or implied warranties about the information, material, products, or services that are contained on or accessible through Linked Sites. ACCESS AND USE OF LINKED SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON LINKED SITES OR AVAILABLE THROUGH LINKED SITES, IS SOLELY AT YOUR OWN RISK.

If Clients opts to use Third-Party data on the Platform, Client, and User(s) warrant they shall comply with the terms & limitations of such Third-Parties. For example, Client agrees to not export Third-Party Data from the Platform unless specifically authorized in writing by the Third-Party to do so.

14. Disclaimers; No Warranty

UNLESS OTHERWISE EXPRESSLY STATED BY SUPPLIER, THE ZAPFLOW SERVICES, ZAPFLOW MATERIAL, AND ANY CONTENT, SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE ZAPFLOW SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, SUPPLIER AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, CORRECTNESS, ACCURACY, AND RELIABILITY.

UNLESS OTHERWISE EXPRESSLY STATED BY SUPPLIER, SUPPLIER AND ITS AFFILIATES DO NOT WARRANT THAT THE ZAPFLOW SERVICES AND ANY CONTENT, CLIENT DATA SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE ZAPFLOW SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE ZAPFLOW SERVICES AND ANY CONTENT, CLIENT DATA, SERVICES, OR FEATURES MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE ZAPFLOW SERVICES OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

UNLESS OTHERWISE EXPRESSLY STATED BY SUPPLIER, SUPPLIER AND ITS AFFILIATES DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PLATFORM, THE ZAPFLOW SERVICES, ZAPFLOW MATERIAL OR ANY LINKED SITES, IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.

THE LAWS OF CERTAIN COUNTRIES AND STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

15. Indemnification

You agree to defend, indemnify and hold harmless Supplier and its affiliates, and their respective directors, officers, employees and agents, from any claims, losses, damages, liabilities, including attorney’s fees, arising out of your use or misuse of the Zapflow Services, Zapflow Materials, representations made to the Supplier, its affiliates and/or third parties, violation of these Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants. Supplier reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Supplier, and you agree to cooperate with such defense of these claims.

16. Indemnification

Some countries and jurisdictions do not allow the disclaimer of implied terms in contracts with consumers and as a result the contents of this section may not apply to you.

16.1 No Liability

Supplier shall not be liable to the Client or User for any consequences resulting from:

  1. any modifications in these Terms, calculation and rates of Fees, the Zapflow Services, Zapflow Material, or any part or element thereof (including but not limited to Account), including any error, permanent or temporary interruption, discontinuance, suspension or other type of unavailability of the Zapflow Services or Zapflow Material;
  2. deletion of, corruption of, or failure to store any Client Data;
  3. use of Client Data by the Client or any of the Users associated with the Account;
  4. upgrading or downgrading the current Plan;
  5. any disclosure, loss or unauthorized use of the login credentials of Client or any authorized User due to Client’s failure to keep them confidential;
  6. the Client’s use of the Account or the Zapflow Services by means of browsers other than those accepted or supported by the Supplier;
  7. the application of any remedies against the Client or authorized Users by the Supplier, for example if the Client or User has committed a crime or conducted a breach of applicable law by using the Zapflow Services or any part or element thereof;
  8. the differences between technologies and platforms used for access, for example if certain features, functions, parts or elements of the Zapflow Services are designed for use on a personal computer or laptop and do not function on a mobile platform or a tablet;
  9. the Supplier’s application of the remedies described in these Terms, even if the reasonable grounds or legal basis for the application of these remedies turned out to be unfounded or invalid afterwards.

In addition, Supplier and its affiliates shall not be liable to the Client for any claim by any User, person, Organization or third persons against the Client arising out of the Client’s failure to:

  1. provide Supplier with accurate information about the Client, Users, or Account;
  2. notify Supplier of any reasons due to which a User does not have the right to use the Account on behalf of the Client;
  3. provide any Products which it has agreed to provide to such a person or Organization (whether such failure arises because of Supplier’s negligence, breach if these Terms or otherwise);
  4. ensure the lawfulness of the Client Data;
  5. obtain the necessary rights to use the Client Data;
  6. abide by any of the restrictions described in these Terms.

16.2 Limitation of Liability

IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ZAPFLOW AND ITS AFFILIATES ARISING OUT OF OR RELATED TO THESE TERMS EXCEED THE TOTAL AMOUNT PAID BY CLIENT HEREUNDER FOR THE ZAPFLOW SERVICES GIVING RISE TO THE LIABILITY IN THE SIX MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CLIENT’S PAYMENT OBLIGATIONS UNDER THE “PAYMENT” SECTION ABOVE.

16.3 Exclusion of Consequential and Related Damages

IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

17. Termination of These Terms

Unless otherwise agreed in writing, this Agreement shall remain in force for a period of 1 (one) year (the “Initial Period”) and thereafter will automatically renew for consecutive periods of one year at a time unless terminated by either Party by written notice given not less than three (3) months before the date of expiry.

If the fulfilment of a Party’s obligations under this Agreement is delayed for more than two (2) months due to a Force Majeure, either Party shall have the right to terminate the Agreement to the extent it is reasonable by written notice to the other Party thereof without either Party having the right to claim damages for such termination.

Either Party shall also have the right to terminate this Agreement with immediate effect, in whole or in part, upon written notice to the other Party if the other Party is declared bankrupt, is put into liquidation or it otherwise ceases with its payments or if the other Party commits a substantial breach of the terms and conditions of this Agreement and does not remedy such breach within thirty (30) days of the written notice.

Zapflow may also suspend its performance under this Agreement or terminate this Agreement without any liability, if any Client payment under this Agreement is more than fourteen (14) days past the due date for payment until Client has paid all amounts due to Zapflow.

In no event shall Zapflow be obligated to pay to You on expiration, cancellation, or termination of this Agreement any compensation, indemnification, termination payments or other like payments, and You forever waives any claims or rights, which it may have under law for any of these payments or like amounts.

Upon termination of these Terms, Supplier shall deactivate and permanently delete the Account within six months of the effective date of termination of these Terms. If the Client has specifically requested for an earlier deletion of the Account, Supplier shall fulfill such request within 1 month of its receipt of such request.

Upon termination of these Terms, Client shall pay any amounts owed to Supplier under these Terms; and discharge any liability incurred by the Client before under these Terms prior to their termination;

If Supplier terminates these Terms because of an uncured breach by a Client or User, Supplier is entitled to use the same or similar remedies against any other persons who use the Zapflow Services in conflict with these Terms. Notwithstanding the foregoing, Supplier may also apply any other remedies available to it under the applicable law. Upon application of any remedies, the Client or User may lose Access or suffer a loss of certain features, functions, parts, or elements of the Zapflow Services.

The following provisions shall survive the termination of these Terms: Sections 1, 7.4, 10, 11, 12, 14, 15, 16 and 18.

18. General Provisions

18.1 Independent Contractors

The parties will act solely as independent contractors. These Terms shall not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between the Client and either Supplier, and the Client shall not represent to the contrary, whether expressly, by implication, appearance or otherwise.

18.2 Severability

Each paragraph and provision of this Agreement is severable, and if one or more paragraphs or provisions are declared invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect, and if any provision is inapplicable to any person or circumstance it shall nevertheless remain applicable to all other persons and circumstances. You and Zapflow undertake to negotiate in good faith for the replacement of such provision with a valid and enforceable provision. The failure of You and Zapflow to reach an agreement on replacing provisions shall not affect the validity of the remaining part of this Agreement

18.3 Entire Agreement

These Terms are the entire agreement between Client and Supplier regarding Client’s use of the Zapflow Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of these Terms will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.

18.4 Amendments

Client may not modify, supplement, or replace any terms of this Agreement. Zapflow shall have a right to reserve the right to modify, supplement or replace the terms of this Agreement, effective upon posting at the Service website or notifying You otherwise. If You do not want to agree to changes to this Agreement, You may terminate this Agreement by providing a written notice to Zapflow within seven (7) days from the date the new terms are published on the Service website or otherwise notified You, whereupon this Agreement terminates with immediate effect when the termination notice is served to Zapflow.

18.5 Assignment

You may not assign or transfer the rights or obligations created through this Agreement without the prior written consent of Zapflow. Zapflow may assign Zapflow’s receivables under this Agreement to the third party. Additionally, Zapflow shall also have the right, without Your consent, to assign all or part of Zapflow’s rights or obligations hereunder to a third party who purchases all or substantially all of Zapflow’s business or assets.

18.6 No Waiver

Failure of either Party to exercise or enforce any provision of or any of its rights under these Terms shall not be deemed a waiver of future enforcement of that or any other provision or right.

18.7 Notices

Except as otherwise specified in these Terms, all notices related to these Terms will be in writing and will be effective upon (a) personal delivery, (b) the second business day after mailing, or (c), except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall clearly be identifiable as Legal Notices, the day of sending by email. Billing-related notices to you will be addressed to the relevant billing contact designated by you. All other notices to you will be addressed to the relevant Services system administrator designated by you.

18.8 Governing Law and Dispute Resolutions

This Agreement and all matters arising out of or about this Agreement shall be construed and governed exclusively in accordance with the laws of Finland without regard to its choice of law provisions. The United Nations Convention on Contracts for the International Sale of Goods done at Vienna April 11, 1980 is excluded. All disputes arising out of or about this Agreement shall be settled at the first instance in the District Court of Helsinki, Finland (“Helsingin käräjäoikeus” in Finnish).

18.9 Export Control

You will not provide any products or technical information obtained from Zapflow to any person, firm, company, or governmental entity when You know, or have reason to believe, that the supply might indirectly or directly lead to a contravention of the laws or regulations of Finland or the country of origin of the product applicable to the export, supply or use of goods or technology.

18.10 No Third-Party Beneficiaries

There shall be no third-party beneficiaries to this Agreement.

18.11 Headings

The section headings are for convenience of reference only and do not form part of this Agreement for the purposes of its construction or interpretation.

18.12 Language

The controlling language of this Agreement and for future communications shall be English or Finnish. Zapflow may notify You via postings on the Service, website and via email or any other communications means to contact information You provide to Zapflow. You may notify Zapflow via email to the address legal@zapflow.fi or via mail to the following address: Zapflow Ltd., Attention: Legal Department, Upseerinkatu 1, 02600 Espoo, Finland.

18.13 Right to use as a reference

Zapflow shall have the right to use Your name for marketing purposes during term of this Agreement and two (2) years thereafter.

18.14 Force Majeure

Except for payment obligations, neither Party will be liable for failure to fulfill its obligation under this Agreement due to events of Force Majeure. The word “Force Majeure” means any circumstances beyond the reasonable control of either Party which he cannot reasonably be deemed to have contemplated at the time of the conclusion of the Agreement and the consequences of which he could not reasonably have avoided or overcome, including but not limited to accident, explosion, fire, storm, earthquake, flood, drought, the elements, strikes, lockouts, labor disputes, riots, sabotage, terrorist acts, civil war or revolution, war, failure or delay of transportation, the bankruptcy of any supplier, acts of governments and their agencies, and governmental or their agencies’ laws, regulations, rules, orders and decrees, or other legislative, administrative or judicial mandates. The Party whose performance is affected shall promptly advise the other Party in writing of any event of Force Majeure as well as of its termination.

18.15 Confidentiality

Each Party shall keep in confidence all material and information received from the other Party and marked as confidential or which should be understood to be confidential, and may not use such material or information for any other purposes than those set forth in this Agreement. The confidentiality obligation shall, however, not be applied to any material or information: (i) which is generally available or otherwise public, (ii) which the Party has received from a third party without any obligation of confidentiality, (iii) which was in the possession of the Party prior to receipt of the same from the other Party without any obligation of confidentiality related thereto, (iv) which the Party has developed independently without using material or information received from the other Party or (v) which the Party shall disclose pursuant to a law, decree or other order issued by the authorities or judicial order.

18.16 Subcontracting

Zapflow may subcontract our obligations under this Agreement. Zapflow shall ensure that its subcontractor shall comply with the confidentiality and other obligations under this Agreement.

18.17 No SPAM permitted

You may not use the Zapflow Services in any way (directly or indirectly) to send, transmit, handle, distribute or deliver: (a) unsolicited email ("spam" or "spamming") in violation of the CAN-SPAM Act (referenced below) or any other law; (b) email to an address obtained via Internet harvesting methods or any surreptitious methods (e.g., scraping or harvesting); (c) email to an address that is incomplete, inaccurate and/or not updated for all applicable opt-out notifications, using best efforts and best practices in the industry, or (d) commercial electronic messages in violation of Canada’s Anti-Spam Legislation (referenced below).

18.18 No Disruption

You agree not to use the Zapflow Services in a way that impacts the normal operation, privacy, integrity, or security of another's property. Another’s property includes another’s account(s), domain name(s), URL(s), website(s), network(s), system(s), facilities, equipment, data, other information, or business operations. You also agree not to use the Zapflow Services to gain unauthorized access to, use, monitor, make an unauthorized reference to, another’s property, unless you have the appropriate express prior consent to do so. Examples of prohibited actions include (without limitation): hacking, spoofing, denial of service, mailbombing and/or sending any email that contains or transmits any virus or propagating worm(s), or any malware, whether spyware, adware or other such file or program. You also agree not to use the Zapflow Services in a way that causes or may cause any Zapflow IP addresses, Zapflow domains, or Zapflow customer domains to be blacklisted. These restrictions apply regardless of your intent and if you act intentionally or unintentionally.

18.19 Prohibited and Unauthorized Use

You will not (i) use or launch any automated system, including, "robots," "spiders," or "offline readers," that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser; (ii) use the Subscription Service in any manner that damages, disables, overburdens, or impairs any of our websites or interferes with any other party's use of the Subscription Service; (iii) attempt to gain unauthorized access to the Subscription Service; (iv) access the Subscription Service other than through our interface; or (v) use the Subscription Service for any purpose or in any manner that is unlawful or prohibited by this Agreement.

You may not use the Subscription Service if you are legally prohibited from receiving or using the Subscription Service under the laws of the country in which you are resident or from which you access or use the Subscription Service. The Subscription Service is not designed to comply with industry-specific regulations such as the Health Insurance Portability and Accountability Act (HIPAA), the Gramm-Leach-Bliley Act (GLBA), or the Federal Information Security Management Act (FISMA), so you may not use the Subscription Service where your communications would be subject to such laws. You agree not to use data from the Subscription Service in legal proceedings or otherwise as evidence.