Terms of Service

§1 PREAMBLE

ZEYOS is a division of ZeyOS, Inc., 720 UNIVERSITY AVE PALO ALTO, CA 94301, USA.

By installing and using ZEYOS Software Products, using ZEYOS Subscriptions or by using one of ZEYOS’s websites (e.g. www.zeyos.com, www.zeyconnect.com, www.ixmldev.com, www.lingulog.com, www.zymba.info) 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. The same terms apply for similar agreements with subsidiaries and partners, especially ZeyOS GmbH & Co. KG – Stepbergweg 5, 82491 Grainau, Germany. By accepting this Agreement you also acknowledge ZEYOS's standard business terms, which can be found on http://www.zeyos.com/terms/.

ZEYOS reserves the right to supplement or amend the information in the future. By continuing to use the Subscriptions or Software Products offered by ZEYOS, 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 on this website: http://www.zeyos.com/tos/.


§2 DEFINITIONS

(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.) "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 Subscriptions, 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 Software Products and Subscriptions 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 Software Product or a Subscription.


§3 PRICES AND BILLING

(1.) To use ZEYOS Subscriptions, 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) direct debit from a German account or (ii) setting up a PayPal Subscription (see 2.). Free Subscriptions are excluded from this regulation.

(2.) ZEYOS uses PayPal as primary partner for processing billing transactions. If you choose PayPal as your payment method for ZEYOS, you will receive an e-mail with instructions for the authorization of the payment. You will be referred to a PayPal webpage where you can authorize your monthly fees for regular payment ("PayPal Subscription"). Please make sure that the selected payment limit will cover your monthly fees.

(3.) ZEYOS grants you the option of a free 30-day trial for certain Subscriptions. If you do not cancel your Subscription within this free trial period, all services after the end of the trial period will be charged according to the regulations of this Agreement. 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 the services used in the billing period. The payment amount is non-refundable and irreducible, even if ordered services have not been used. The services used are determined on the basis of your Subscription's user statistics, which can be viewed at the license management of your ZEYOS Subscription. The determining factors here are (i) how many active users are set up and (ii) to which modules or application packages these write permissions apply.

(6.) All services used will be billed for the full amount, even if they have only been used temporarily.

(7.) All prices and fees are given in Euros. 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 set up payment process become invalid, for example because a direct debit was rejected or not accepted, ZEYOS will suspend all services and block all current Subscriptions. If a payment is outstanding for more than 21 days, ZEYOS reserves the right to extraordinary termination.


§4 TERM AND TERMINATION

(1.) The Agreement is entered into for an indefinite period of time, unless otherwise agreed.

(2.) You can cancel your Subscription by the end of the month, unless a fixed term has been agreed. This does not affect the right to extraordinary termination.

(3.) ZEYOS is not obliged to keep your data after the cancellation of your Subscription and will remove this data immediately.

(4.) The blocking of Subscriptions, suspension of existing or future services or withdrawal of granted user rights lies at the sole discretion of ZEYOS.

(5.) Free services can be suspended at any time and without prior notice.


§5 LOGIN INFORMATION

To gain access to your Subscriptions 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

Software Products or Subscriptions might contain or access components made by a third-party developers. 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 your Subscriptions, you might receive or view information and contents by third-party providers, such as advertisement, might be displayed. 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.


§8 BANDWIDTH USAGE AND STORAGE SPACE

(1.) The maximum disk storage that is provided without further charges is (i.) 50 MB per user license for the "ZEYOS Free Edition" and (ii.) 500 MB per user license for the "ZEYOS Business Edition". The database has a dedicated storage, with a maximum storage amount of (i.) 10 MB per user license for the "ZEYOS Free Edition" and (ii.) 50 MB per user license for the "ZEYOS Business Edition".

(2.) The maximum monthly bandwidth usage ("traffic") that is provided to you and your users without further charges is (i.) 50 MB per user for the "ZEYOS Free Edition" and (ii.) 500 MB per user license for the "ZEYOS Business Edition".

(3.) Should you exceed one of these limits, ZEYOS will notify you. ZEYOS will also endeavour to provide you with more storage space and/or higher bandwidth usage according to your requirements and will make you an appropriate offer. Under no circumstances is ZEYOS obliged to grant you an extension of the given hard disc storage space and/or the given bandwidth usage.

(4.) If the maximum hard disc space and/or the maximum bandwidth usage are exceeded considerably, ZEYOS reserves the right to deactivate your Subscription immediately.

(5.) ZEYOS reserves the right to adjust the limitations for traffic and storage space at any time.


§9 DATA PROTECTION

(1.) By using ZEYOS Subscriptions you take note of the ZEYOS privacy policy, which can be found on http://www.zeyos.com/privacy/.

(2.) You acknowledge that the use of Subscriptions includes 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.


§10 COPYRIGHT

(1.) ZEYOS reserves the right of ownership and copyright for all components included in the Subscriptions, 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 Subscriptions.

(2.) 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 the Software Product contain documents that are only made available in electronic format, you may print a copy of the electronic documents.

(3.) You may print copies of documentation and documents that were delivered with your Subscription 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.

(4.) This Agreement grants you no rights whatsoever relating to the trademarks of ZEYOS or their supplier.

(5.) You shall only be granted the right to use the Subscription and its included 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 the Subscription or its contents is prohibited in compliance with the copyright law.

(6.) Your active contribution to the production or improvement of the Subscription or related Products, for example by providing feedback, sourcecode or suggestions, will not grant you any additional rights beyond the rights set forth in this Agreement.


§11 WARRANTY

(1.) All ZEYOS Products, especially Software Products and Subscriptions 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 ZEYOS 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 the Subscription, including material or functions of the Subscription, 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 your Subscription. 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.) On your request, ZEYOS will calculate the availability of 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 Software Products and Subscriptions or exploiting them in any way that might be damaging for ZEYOS.

(2.) You agree to use ZEYOS Software Products and Subscriptions 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 RELATION TO FORMER PRODUCTS

Software Products offered by ZEYOS might be partly based on components from the Software Product formerly known as "i-sense Groupware Suite" (later "ZEYOS"). i-sense software GmbH abandoned its business operations by Nov. 1st 2009. ZEYOS Version 4.0 is a completely new product, exclusively developed by ZEYOS. Under no circumstances can any claims held against i-sense software GmbH be translated to ZEYOS. Despite the identical name of the Software Product, they are two different Software Products.


§14 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.

(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: 2015-07-10

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