TERMS OF SERVICE
ZEBO TECHNOLOGIES INC.
LAST UPDATED: 21 AUGUST 2017
PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY USING OUR SERVICES YOU CONSENT TO THESE TERMS. THESE TERMS OF SERVICE SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE SERVICE. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO BIND SUCH ENTITY TO THE TERMS OF THIS AGREEMENT.
I. ACCEPTANCE OF TERMS
- This document is an agreement which you must accept in order to use the Zebo Service (“Zebo Service”or “Service” as defined below). These Terms of Service (the “Terms”) are a binding contract between you, as an individual user of the Zebo’s Service and Zebo Technologies Inc. These Terms describe both your rights and your obligations as part of using the Zebo Service. Throughout these Terms, we will refer to you as “you” or “your” and we will refer to Zebo and its affiliates and subsidiaries as “we”, “us”, or “Zebo”, and we will refer to the Zebo chatbot platform (“Platform”), website www.zebo.io (“Website”) , Zebo’s chatbots and any mobile applications or other Internet services under Zebo’s control and used to provide Zebo’s services to you collectively as the “Service” or the “Zebo Service” . If you are accepting these Terms on behalf of a company or business, you represent that you have the authority to bind such entity, its end users and its affiliates to Terms. In that case, the terms “you” or “your” shall refer to such entity, its end users (including administrators) and its affiliates, as applicable. If you do not have such authority, or if you do not agree with any of these terms, you are prohibited from using the Service. By accessing the Zebo Service and by sharing information or interacting with other users of the Service (“Users”) you are agree that you have read, understood, and agree to be bound by these Terms, all applicable laws and regulations.
II. ACCESS AND USE OF SERVICE
- You may access and use the Service only for lawful, authorized purposes and you shall not misuse the Service in any manner (as determined by Zebo at its sole discretion). By accessing the Services, you agree to the following code of conduct:
- You are responsible for ensuring that the networks you use to access Service are secure and will not hold Zebo responsible for any consequences of using the Service on an unsecure network.
- You shall not (and, if representing a Business, shall ensure that your end users and administrators do not) sublicense, resell, rent, lease, transfer, assign or time share the Service
- You will not upload, publish, display or use (hereinafter “post”) any defamatory, racist, obscene, profane, abusive, threatening, harassing, discriminatory or otherwise offensive or illegal material.
- You will treat all fellow Users with respect and not harass any User or other individual accessing the service
- You will notify us promptly of any User’s violation of these Terms.
- You shall not use the Service in any unlawful, improper or unauthorized manner (including without limitation in violation of any data, privacy or export control laws), in any manner that is obscene, harassing, offensive, fraudulent, misleading or the like, or in any manner that interferes with or disrupts the integrity or performance of the Service or its components;
- Any information in your Facebook profile accessible to other Users—including any telephone numbers, street addresses, last names, URLs, email addresses or other contact information—is posted at your own risk and we assume no responsibility for use of such information.
- You will not impersonate any person or entity.
- You will not state or suggest that any statements you make are endorsed by us without specific prior written consent.
- You shall not infringe, misappropriate or violate the intellectual property or other rights of any third party
- You shall not modify, adapt or hack the Service, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks.
- You will not remove any copyright, trademark or other proprietary rights notices displayed through the Services.
- You will not post, distribute or reproduce in any way any copyrighted material, trademarks, or other proprietary information without obtaining the prior consent of the owner of such proprietary rights.
- You will not post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.
- You will not forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Services.
- You shall comply with any codes of conduct, policies, storage limitations, or other notices Zebo provides you or publishes in connection with the Service from time to time, and you shall promptly notify Zebo if you learn of a security breach related to the Service.
- If you are accessing or signing up for the Service on behalf of a company, entity, or organization (each a “Business”), then you represent and warrant that you: (i) are an authorized representative of that Business with the power and right to bind such entity to the Agreement and (ii) agree to be bound by the Agreement on behalf of such Business.
- Any software that may be made available by Zebo in connection with the Service contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Subject to the terms and conditions of these Terms, Zebo hereby grants you a personal, limited, revocable, non-sublicensable and non-exclusive license to access the Service for your personal use or for the use of the Business on whose behalf you are authorized to act. Any rights not expressly granted herein are reserved.
- Your may incur third party fees through use of the Service. In addition, You acknowledge and agree that you are solely responsible for all such fees incurred by you for use of the Service, and you agree to pay all such fees and abide by all such terms of service and/or privacy policies.
- Zebo reserves the right to use your Company name, logos and product photos for research, marketing or promotional purposes on Zebo Technologies’s website, in publications and in other communication with existing or potential Zebo customers. For example, we might list your company on one of our webpages under lists of Zebo customers. If you would not like to be listed, so you may send an email to email@example.com that you do not wish to be used as a reference.
- This license shall automatically terminate if you violate any of these restrictions and may also otherwise be terminated by Zebo at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.
- No part of the Service is intended for persons under the age of 13. IF YOU ARE UNDER 13 YEARS OF AGE, PLEASE CEASE USE OF THE SERVICE IMMEDIATELY. If you are under 18 years of age, you represent and agree that you possess the legal consent of your parent or guardian to access and use the Service.
- You represent and warrant to Zebo that (i) you have full power and authority to enter into these Terms; (ii) you own all your Content or have obtained all permissions, releases, rights or licenses required to engage in your activities (and allow Zebo to perform its obligations) in connection with the Services without obtaining any further releases or consents; and (iii) Your Content and other activities in connection with the Service, and Zebo’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Data contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing.
III. ACCOUNTS ON THE PLATFORM
- You need to register with the Service (create an “Account”) to use some of our Services.
- You specifically warrant by registering on the Website, that all information you have supplied is true, accurate and verifiable, and that your registration contains no material misrepresentations, including but not limited to regarding your identity, address or role.
- You moreover represent that you have the right to provide any and all information you submit to or post on the Service.
- You are entirely and solely responsible for maintaining the confidentiality and security of your login and password information. You understand and agree that you are responsible for your own use and the use of your account by anyone you allow to access it.
- You agree to inform us immediately of any compromise in your Account security or log-in information. If believe your account information has been compromised or that your account has been accessed by a third party, you agree to immediately notify us via e-mail at firstname.lastname@example.org. You will be solely responsible for the losses incurred by Zebo and others due to any unauthorized use of your account.
- If you’re registering as a Business you personally guarantee that you have the authority to open an Account on its behalf. Your account is non-transferrable and may not be sold.
- You agree to provide current, complete and accurate billing and profile information. You agree to promptly update your profile and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.
IV. YOUR CONTENT
- You agree to use any information (personal or otherwise) provided to you by Users, or otherwise through the Services, in a lawful and responsible manner. You agree that you will not use information about Users for any reason without the express prior consent of that User.
- “Content” means any content and data stored or transmitted via the Services by or on behalf of you or your end users (which may include data you elect to import from third party services you use). This includes drafts you make on our Platform, files you upload or send, messages you send, comments and feedback, profile information and anything else you enter or upload into the Zebo Service. Content includes (but is not limited to) contact information, and all information sent and received through the Service as messages through messaging platforms, SMS and email – including all information sent to your Zebo account from your contacts.
- Zebo will employ commercially reasonable efforts to prevent unauthorized access to Content. However, Reply.ai does not guarantee that your Content will be kept secure from viewing by others through your Account, as this is your duty.
- Zebo takes no responsibility and assumes no liability for any Content that you, any other Users or third parties post or send or receive via the Service. While the occurrence of which is highly unlikely as per our state-of-the-art data security practices, you understand and agree that any loss or damage of any kind that occurs as a result of the use of any Content that you send, upload, download, stream, post, transmit, display, or otherwise make available or access through your use of the Services is solely your responsibility. We claim no ownership rights over Content created or collected by you.
- By submitting Content to the Service, you hereby grant to Zebo a worldwide, non-exclusive, sublicensable, transferable, perpetual, irrevocable, fully paid-up, and royalty-free license to use, host, display, reproduce, modify, transmit, edit, translate and analyze your Content within the Service in any formats and through any applicable channels for the purposes of providing the applicable features and functionality of the Service, improving the way the Services works and looks, and to create new features and functionality, including without limitation the right to use information derived from your Content on an aggregated basis in order to statistically analyze Service usage or market and to disclose it in aggregate or de-identified forms in connection with our business.
- By submitting Content to the Service, in cases where you display your Content for other Users to view or when you directly exchange or otherwise provide your Content to other Users as permitted by certain Services functionality and these Terms, you hereby grant to such Users of the Service a non-exclusive license to use, display, and reproduce such Content as necessary for such Users to use the relevant Service functionality or features.
- You acknowledge that, in order to ensure compliance with legal obligations, Zebo may be required to review certain content submitted to the Service to determine whether it is illegal or whether it violates these Terms (such as when unlawful content is reported to us). We may also modify, prevent access to, delete, or refuse to display content that we believe violates the law or these Terms. However, Zebo otherwise has no obligation to monitor or review any content submitted to the Services.
V. THIRD PARTY LINKS, FEES & SERVICES
- We may allow you to link the Service with or we may link the Service ourselves with other third party content and services, in which case you may be subject to third party terms of service and/or privacy policies, through your use of the Service. You acknowledge and agree that we are not responsible for the availability of such external sites or resources, and do not endorse and are not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You assume all risk and we disclaim all liability arising from your use of any third party websites or applications.
- Your may incur third party fees through the use of the Service. You acknowledge and agree that you are solely responsible for all such fees incurred by you for use of the Service, and you agree to pay all such fees and abide by all such terms of service and/or privacy policies
- In addition, third party services hat may be accessed from, displayed on, or linked to your device are not available in all languages or in all countries. Zebo makes no representation that the Service, any third party services are appropriate or available for use in any particular location. To the extent you choose to access such services or materials, you do so at your own initiative and are responsible for compliance with any and all applicable laws or agreements regarding such services or materials.
If you or your end users send us any feedback, creative material, inventions or suggestions (Suggestions) regarding the Service, please note that Zebo will:
- own, exclusively, all now known or later discovered rights to the Suggestions;
- not be subject to any obligation of confidentiality and will not be liable for any use or disclosure of any Suggestions; and
- be entitled to unrestricted use of the Suggestions for any purpose whatsoever, commercial or otherwise, without compensation to you or any other person.
VII. LOCATION-BASED SERVICES
We may offer features that are based on your location and which may collect your current locations (“Location-Based Services”). You elect to use Location-Based Services solely at your own discretion and should you use Location-Based Services, you give us permission to collect and disseminate your location information through the Service. Under no circumstances shall we be liable for claims or for any damages therefrom, arising out of your informed decision to disseminate your location information together with your profile information through the Services.
- Zebo may, at its discretion, bill some parts of the Service on a subscription basis (“Subscription(s)”). You will be billed in advance on a recurring and periodic basis (“Billing Cycle”). Billing cycles are set either on a monthly or annual basis, depending on the plan you select when purchasing a Subscription.
- At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or Zebo cancels it. You may cancel your Subscription renewal either through the Website if available or by contacting Zebo customer support team at email@example.com
- A valid payment method, including credit card, is required to process the payment for your Subscription. You shall provide Zebo. with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorize Zebo to charge all Subscription fees incurred through your account to any such payment instruments.
- Should automatic billing fail to occur for any reason, Zebo will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.
IX. FREE TRIAL
- Zebo may, at its sole discretion, offer a free trial for the Platform for a limited period of time (“Free Trial”). You may be required to provide your billing information in order to avail the Free Trial. If you do enter your billing information, you will not be charged until the Free Trial has expired. On the last day of the Free Trial period, unless you cancelled your Subscription, you will be automatically charged the applicable Subscription fees for the type of Subscription you have selected.
- At any time and without notice, Zebo reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer.
Zebo may from time to time make available to all users of the Application, updates at no cost or subject to additional fees in Zebo’s sole discretion. “Updates” means any updates, upgrades or error corrections to the Service. Notwithstanding anything else contained in this Agreement, Zebo will have no obligation to continue producing or releasing new versions of the Service or any updates thereto.
XII. CONSEQUENCES OF VIOLATING THESE TERMS
We reserve the right to modify, restrict access to or terminate the Service or any features of the Service for any reason, without notice, at any time. We reserve the right to refuse to provide the Service to you in the future. We may review and remove any of Your Content at any time for any reason, including activity which, in its sole judgment: violates the Agreement; violates applicable laws, rules, or regulations; is abusive, disruptive, offensive or illegal; or violates the rights of, or harms or threatens the safety of Users. You are responsible for any claims, fees, fines, penalties, and other liability incurred by us or others caused by, or arising out of, your breach of the Agreement and your use of the Service.
- We may alter, suspend, or discontinue any part or feature of the Service at any time, including hours of operation or availability of the Service, without notice or liability.
- You are solely responsible for your interactions with Users. You understand that we currently do not conduct criminal background checks or screenings on users of the Service. We also do not inquire into their backgrounds attempt to verify their statements. We make no representations or warranties as to the conduct of users of the service. The company reserves the right to conduct any criminal background check or other screenings at any time using available public records.
- We are not responsible for any disagreements or disputes between you and any third party you interact with using the Service or between you and other Users or between Users. You assume all risk associated with dealing with third parties. You agree to resolve any disputes directly with the other party. You release Zebo of all claims, demands, and damages in
disputes among users of the Service. You also agree not to involve us in such disputes. Zebo makes no representations or warranties as to the conduct of Users. In no event will Zebo and its affiliates, officers, employees, agents, partners, and licensors (collectively, the “Released Parties”) be liable for any damages whatsoever, whether direct, indirect, general, special,
compensatory, consequential, and/or incidental, arising out of, or relating to, the conduct of you or anyone else in connection with the use of the Service, including without limitation, bodily injury, emotional distress, loss of business, lost profits, trade secret misappropriation, intellectual property infringement, and/or any other damages resulting from communications or meetings with other users of this service or persons you meet through the Service. You agree to take reasonable precautions in all interactions with other Users, particularly if you meet offline or in person. You assume all risk when engaging the services of any other user and in connection with using the service, including but not limited to any risks associated with sharing confidential information with any other User. All members and other users of the service hereby expressly agree not to hold the released parties liable for any instruction, advice or services delivered that originated through the service and the released parties expressly disclaim any liability whatsoever for any damage, suits, claims, and/or controversies that arise or related in any way to the service, the information provided through the Services and the services provided by or to any User of the Service.
- We make no representations about accuracy, reliability, completeness, or timeliness of any contents of the Service. Similarly, we make no representations about accuracy, reliability, completeness, or timeliness of any data from a third-party service provider or the quality or nature of third-party products or services obtained through the Service. Use the Service at your own risk.
- The Service may include links to third party websites and applications. You are responsible for evaluating whether you want to access or use any such websites and applications. We are not responsible for and do not endorse any features, content, advertising, products, or other materials on other websites or applications. You assume all risk and we disclaim all liability arising from your use of any third party websites or applications.
- We make no promises and disclaim all liability of specific results from the use of the Service.
- You expressly understand and agree that your use of the Service at your sole risk and the Service is provided on an “as is” and “as available” basis AND THE RELEASED PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AS TO PRODUCTS OR SERVICES OFFERED BY BUSINESSES LISTED ON THE SERVICE, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
- Further, Zebo does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on the Service. Zebo makes no warranty that a) the Service will meet your requirements b) the quality of the Service will meet your expectations and that c) any errors on the Service will be corrected.
- The Service may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, or because of other causes beyond our reasonable control, but Zebo shall use reasonable efforts to provide advance notice of any material scheduled service disruption.
- Any material obtained through the use of the Service is accessed at your own risk and discretion, and you will be solely responsible for any damage to your mobile device or computer system. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Data. Zebo will have no liability to you for any unauthorized access or use of any of Your Data, or any corruption, deletion, destruction or loss of any of Your Data.
XV. LIMITATION OF LIABILITY
- You expressly understand and agree that the Released Parties will not be liable to you for any direct, indirect, incidental, special, consequential, or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Zebo has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the Service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services obtained or messages received or transactions entered into through, from, or as a result of the site; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any user or third party on
- the service; (v) your reliance on content or data made available by Zebo; or (vi) any other matter relating to the Service.
- Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations in this paragraph may not apply to you.
- To the fullest extent possible by law, the Released Parties’ maximum liability arising out of or in connection with the service or your use of company content, regardless of the cause of action (whether in contract, tort, breach of warranty, or otherwise), will not exceed the greater of the fees you have paid to Zebo or USD $100, whichever is greater.
- Those who access or use the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. If you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government, you assume sole responsibility for all legal repercussions resulting from your use of the Services.
You agree to defend, indemnify, and hold harmless Zebo and its subsidiaries, affiliates, officers, directors, agents, managers, employees, contractors, partners and licensors from and against any and all claims, actions and demands (including all attorneys’ fees, costs, debts, expenses, liabilities, damages and judgments) alleging or resulting from (i) your use of or reliance on any third-party content, (ii) your use or misuse of the Service, (iii) Your Content, (iv) the Service, (v) information or services, and content that you link, submit, post, transmit or otherwise make available through the Services or is otherwise submitted through your Account, or (vi) your breach of these Terms or your violation of any law or the rights of another, including without limitation any intellectual property rights or rights of privacy or publicity. We will provide notice to you promptly of any such claim, suit, or proceeding.
XVII. DISPUTE RESOLUTION
- For any dispute with Zebo, you agree to first contact us at firstname.lastname@example.org and attempt to resolve the dispute with us informally. In the unlikely event that Zebo has not been able to resolve a dispute it has with you within thirty (30) days of notice of such dispute, we each agree to resolve any claim, dispute, or controversy (excluding any Zebo claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes then in effect for the AAA, except as provided herein.
- Any such arbitration, to the extent necessary, shall be conducted in the State of California. An award of arbitration may be confirmed in a court of competent jurisdiction. You covenant not to sue Zebo in any other forum.
- You also acknowledge and understand that, with respect to any dispute with the Released Parties arising out of or relating to your use of the Service or the Agreement:
- i. YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY;
- ii. YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE; AND
- iii. YOU MUST FILE ANY CLAIM WITHIN 60 DAYS AFTER SUCH CLAIM AROSE OR IT IS FOREVER BARRED.
- If any provision of these Terms found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms will otherwise remain in full force and effect and enforceable.
- Both parties agree that these Terms are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these Terms, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.
- No agency, partnership, joint venture, or employment is created as a result of these Terms and you do not have any authority of any kind to bind Zebo in any respect whatsoever. In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover costs and attorney’s fees.
- You may not assign these Terms without the prior written consent of Zebo, but Zebo may assign or transfer these Terms, in whole or in part, without restriction.
- Except as otherwise set forth herein, all notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
- If you choose to use the Services outside of the United States, you will be solely responsible for any violations of local laws and regulations resulting from such use, including those governing online conduct and Content transmissions.
- The provisions of the Terms that are intended to survive the termination of the Terms by their nature will survive the termination of the Terms
- Any claim relating to the Service shall be governed by the laws of the State of California without regard to its conflict of law provisions.