Terms of Service
ZEYOS is a division of ZeyOS GmbH & Co. KG, Stepbergweg 5, 82491 Grainau, Germany.
By installing and using ZEYOS Software Products or ZEYOS Subscriptions, or by using one of ZEYOS’s websites (e.g. www.zeyos.com) (hereinafter collectively referred to as "Products") you as an individual or as a legal entity agree to the following terms of this agreement (hereinafter "The Agreement"). These terms constitute the legal agreement between you or the organization you represent (hereinafter "The Client") and ZEYOS. By accepting the Agreement you also acknowledge ZEYOS's Standard Business Terms, which can be found at https://www.zeyos.com/sbt/.
ZEYOS reserves the right to supplement or amend the terms of this agreement in the future. By continuing to use ZEYOS Products, you accept the terms and conditions of this Agreement. In the event of a change of this agreement, we will send the amended terms to the e-mail address stated by you. The notification of change is considered received as soon as it has been sent. The current version of this document is also always available at https://www.zeyos.com/tos/.
(1.) "Software Products" include computer software, application modules, media, printed material, as well as documentation. A Software Product furthermore includes all Updates, extensions and add-ons for the originally delivered or subscribed Software Product.
(2.) "Subscriptions" comprehend all hosting services, especially the renting and operation of Software Products, as well as the processing and storage of data.
(3.) An "Upgrade" describes the enrichment of an existing Software Product or Subscription with additional features and characteristics. These are in particular (i.) additional functions and application modules, (ii.) an increased number of user accounts or (iii.) an increased amount of traffic or storage. Similarly, a "Downgrade" describes the depreciation of existing features and characteristics.
(4.) An "Update" comprehends a collection of changes in order to decrease the number or errors or increase the functionality of an existing Software Product or Subscription.
(5.) "Products" as initially defined in §1 enclose any products provided by ZEYOS, especially Software Products and their Subscriptions, or any subset of components thereof.
(6.) "Services" enclose any services performed by ZEYOS or one of ZEYOS’s affiliates.
§2 PERMISSION OF USE
(1.) ZEYOS grants you the non-exclusive, non-assignable and revocable right to use the ordered Products, as long as this use is within the limits of this Agreement. Should the use of a Subscription include the use of a Software Product, you need to accept the respectable licence terms prior to the use.
(2.) Some Products require a functioning Internet connection to function correctly, or in some cases, can only be used over the Internet. Under no circumstances is ZEYOS responsible for the quality, availability, implementation and costs of your Internet connection. Furthermore, ZEYOS is not responsible for possible installations on your server that might be necessary for the use of a Product.
§3 PRICES AND BILLING
(1.) In order to use Products, a functioning payment process must be set up, using one of the payment methods supported by ZEYOS. The following payment methods are currently accepted: (I) SEPA direct debit or (ii) credit card. Free Subscriptions are excluded from this regulation.
(2.) ZEYOS uses Stripe (www.stripe.com) as the primary partner for processing payments. ZEYOS might also use partner companies for billing and dunning in certain areas.
(3.) ZEYOS may grant a free trial period for certain Products. If you do not cancel a free Subscription or the use of a free Software Product, within the free trial period, that Product will be charged according to the then valid ZeyOS Price List after the end of the trial period. This trial period does not apply to Upgrades or Updates.
(4.) The billing period is the calendar month, unless otherwise agreed.
(5.) Payment is made at the end of the billing period and is based on usage of Products within the billing period. The payment amount is non-refundable and irreducible, even if ordered Products have not been actively used. Specifically, the usage of the "ZeyOS Software Platform" Product is determined on the basis of your user statistics, maximum storage requirements and API Calls, which can be viewed from within the subscription management section of your ZeyOS Software Platform instance.
(6.) All Products will be billed for the full amount for the applicable billing cycle, even if they have only been used temporarily.
(7.) All prices and fees are given in Euro. You assure that all taxes, fees and customs duties are reported and paid in accordance with the current regulations in your country.
(8.) Should the given payment process become invalid, for example because a direct debit was rejected or a credit card was not or is no longer accepted, ZEYOS will block all current Products and suspend all pending Services to the Client. If any payment of a Client is outstanding for more than 21 days, ZEYOS reserves the right to extraordinary termination.
(9.) Current prices for most Products can be viewed at https://www.zeyos.com/pricing/ ("The ZeyOS Price List"). Some prices are only available upon request.
§4 TERM AND TERMINATION
(1.) The Agreement is entered into for an indefinite period of time, unless otherwise agreed.
(2.) You may cancel a Subscription by the end of the month, unless a fixed term has been agreed. This does not affect the right to extraordinary termination. Uncommonly but possible, ZEYOS may itself cancel a Subscription by the end of the month with or without reasons.
(3.) ZEYOS is not obliged to keep your data after the cancellation of your Subscription and will remove this data immediately. It is the Client’s own obligation to backup important data before effectively cancelling a Subscription. In case of cancellation by ZEYOS, ZEYOS will provide the Client with an export of its data in a manner and format customary within the industry.
(4.) The blocking of Products, suspension of existing or future Services or withdrawal of granted user rights lies at the sole discretion of ZEYOS.
(5.) Free Products or Services can be suspended at any time and without prior notice.
§5 LOGIN INFORMATION
To gain access to a Product you may need a user name and a password ("login data"). All actions and operations carried out under your login data will be directly attributed to you. You are obliged to keep your login data secret from third parties and protect it from unauthorized access. You are solely liable for any damages and actions resulting from the use of your login data.
§6 NOTE ON COMPONENTS BY OTHER MANUFACTURERS
Products might contain or access components created or provided to by third-parties. Under no circumstance is ZEYOS responsible for the correct operation of these components. Please note that such components are not part of this Agreement and might have terms of their own.
§7 CONTENTS OF OTHER PROVIDERS / ADVERTISEMENT
In connection with the use of a Product, you might receive or view information and contents by third-party providers, such as advertisements. ZEYOS is not responsible for such content and assumes no warranty or liability whatsoever for any resulting transactions with third-party providers. Any business connection or legal transaction resulting from information, links or notes passed on by ZEYOS is conducted solely between you and the third-party provider.
(1.) ZEYOS offers four different Subscription plans for the ZeyOS Software Platform:
(i.) "ZeyOS Launch Edition"
(ii.) "ZeyOS Standard Edition"
(iii.) "ZeyOS Premium Edition"
(iv.) "ZeyOS Enterprise Edition"
You will be charged for each active user that is added to your ZeyOS Software Platform according to the current ZeyOS Price List.
(2.) The ZeyOS Software Platform can be used to store data. Each user has a defined storage quota that can be used free of charge:
(i.) 500 MB per User for the "ZeyOS Launch Edition",
(ii.) 1 GB per User for the "ZeyOS Standard Edition" and
(iii.) 2 GB per User for the "ZeyOS Premium Edition".
If the storage quota is exceeded, ZEYOS will charge you according to the current ZeyOS Price List.
(3.) When measuring storage consumption, ZEYOS distinguishes between database storage and file storage. File storage relates to all data that is directly stored on the server’s file system, such as e-mails, file attachments or enhancements. Database storage works different than file storage and is measured by counting database records – 25,000 database records correspond to 1GB of file system storage.
(4.) ZEYOS may allow the Client to customize a ZeyOS Software Platform instance by installing and running custom programming scripts or by using one of ZeyOS’s APIs (hereinafter: "Customizations"). When using Customizations, the Client is consuming additional computing resources. Each 100 milliseconds of computing time are measured as one "API Call". Each ZeyOS Software Platform Subscription includes a quota of 50.000 API Calls per month. If this quota is exceeded, ZEYOS will charge you for each additional 10.000 API Calls according to the current ZeyOS Price List.
(5.) ZEYOS will constantly monitor the storage usage and API Call usage of your ZeyOS Software Platform instance. Should the storage or API Call usage suddenly differ extensively from the regular usage patterns and the respective maximums considerably exceed historic norms, ZEYOS reserves the right to deactivate your Subscription immediately pending further notice. This measure is intended to protect you from unintended costs.
(6.) ZEYOS reserves the right to adjust the limitations for traffic and storage space at any time.
§9 DATA PROTECTION
(2.) You acknowledge that the use of Products may include the transmission, storage and processing of your data and the transmission without encryption via networks beyond ZEYOS's influence, such as your internal network. ZEYOS accepts no responsibility for the security of this data.
(1.) ZEYOS reserves the right of ownership and copyright for all components included in the Products, including, but not limited to, images, photos, animations, video, audio, music, texts and applets, Software Products and other contents or services that are provided to users via the Products.
(2.) The copyright for the ZeyOS Software Platform as well as the ZeyOS trademark and logo lay with ZeyOS, Inc., a Delaware Corporation (USA).
(3.) All intellectual property and other rights related to contents which may be accessed through use of the software are the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This Agreement grants you no rights to use content of which you are not the owner. Should Products contain documents that are only made available in electronic format, you may print a copy of the electronic documents.
(4.) You may print copies of documentation and documents that were delivered with a Product or that are available on the ZEYOS website for your own personal use. Excluded from this is the unauthorized reproduction or distribution of such contents.
(5.) This Agreement grants you no rights whatsoever relating to the trademarks of ZEYOS or their respective owners.
(6.) You shall only be granted the right to use Products after payment of the agreed price exclusively for your own purposes and to such an extent as licences have been acquired for user accounts and functions. Distribution or copying of Software Products or Subscriptions, or its contents is prohibited in compliance with the copyright law.
(7.) Your active contribution to the production or improvement of Products, for example by providing feedback, source code or suggestions, will not grant you any additional rights beyond the rights set forth in this Agreement.
(1.) All Products are provided "as is", "as available" and "with all faults". ZEYOS excludes any warranty. ZEYOS does not guarantee the proper functioning of the Products. Please also note that, according to current scientific knowledge, the creation of error-free software is mathematically impossible. All responsibility and risks related to the use of Products remains solely with you.
(2.) ZEYOS disclaims warranties related to the use of Subscriptions and their contents. In no event shall ZEYOS, their suppliers and employees be liable for any damages arising from or in connection with the use of or inability to use a Product, including material or functions of the Procut, such as loss of profits, interruption of operations, loss of business information or any other pecuniary losses, even if the licensor has been explicitly advised or was aware of the possibility of such damages.
(3.) In any case, the warranty is limited to a period of no more than 12 months – for businesses pursuant to § 14 BGB (German Civil Code) – and 24 months – for consumers pursuant to § 14 BGB (German Civil Code) – starting from the date of delivery of the defective item.
(4.) ZEYOS is striving to achieve a 99.9% availability of a ZeyOS Software Platform instance, when hosted by ZEYOS. Not regarded as downtimes are (i.) regular maintenance, (ii.) downtimes as a result of usage errors and (iii.) force majeure. The average availability is calculated as follows: (monthly downtime in minutes) / (total monthly runtime in minutes).
(5.) Upon your request, ZEYOS will calculate the availability of a ZeyOS Software Platform instance, hosted by ZEYOS, for the previous calendar month. Should the availability be considerably lower than 99.9%, ZEYOS will refund your payment amount for that month. The entitlement to the refund expires after 30 calendar days.
§12 YOUR RESPONSIBILITIES
(1.) You agree to refrain from reproducing, duplicating, copying and selling Products or exploiting them in any way that might be damaging to ZEYOS.
(2.) You agree to use Products for legitimate purposes only and to refrain from the following uses in particular: (i.) storage of illegal or pornographic contents; (ii.) planning and organisation of criminal activities and terrorist attacks; (iii.) unauthorized storage and distribution of copyright-protected contents; (iv.) creation and distribution of spam messages via e-mail and SMS; (v.) distribution of viruses, worms and other malware.
§13 FINAL PROVISIONS
(1.) ZEYOS reserves any rights not expressly granted herein.
(2.) For agreements with traders, the place of performance and court of jurisdiction for both parties is the District Court of Munich II, Germany. The Laws of the Federal Republic of Germany shall apply to all legal relationships between ZEYOS and the Client.
(3.) In case of doubt, this Agreement remains binding with respect to its remaining parts, even if individual provisions are legally ineffective or unenforceable. Invalid or unenforceable provisions are to be replaced by provisions which correspond as far as possible to the commercial purpose of the Agreement.
(4.) The Client notifies ZEYOS without delay of any change of the Client's name or designation under which they are administrated in the provider's business documents, as well as any change of address and communication information, especially of the Client's primary e-mail address.
(5.) Any assignment of rights or transfer of obligations arising from this Agreement requires ZEYOS's written consent.
(6.) This Agreement is subject to the German law, in particular the UrhG (Copyright Act), BGB (Civil Code) and HGB (Commercial Code). The provisions of the Vienna UN Convention on Contracts for the International Sale of Goods shall not apply.
(7.) Alterations and additions to the Agreement between ZEYOS and the Client must be made in writing in order to be effective. This also applies to the written form requirement. Oral additional agreements are deemed invalid.
Last change: 2018-05-28