This is an agreement between you or the entity that you represent (hereinafter “You” or “Your”) and Zoapi Innovations Private Limited (hereinafter “Zoapi”). By downloading or using the Zoapi Hub, Client Application, Room Scheduler software, associated services and websites, pre-installed devices or any accompanying documentation (hereinafter “Zoapi Product(s) and Service(s)” or “The Product(s) and Service(s)” or “Our Product(s) and Service(s)”) you agree to the following terms and conditions.
License Grant. You are hereby granted a personal, non-transferable and non-sub-licensable, nonexclusive, world-wide license to use Zoapi Products and Services for your personal or organizational requirements
No Warranties. The ZoapiProducts and Services contained herein are provided on an “AS IS” basis and to the maximum extent permitted by applicable law, this material is provided AS IS AND WITH ALL FAULTS, and the authors, owners, and developers of this material and Zoapi Innovations Private Ltd hereby disclaim all other warranties and conditions, either express, implied or statutory, including, but not limited to, any (if any) implied warranties, duties or conditions of merchantability, of fitness for a particular purpose, of accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses, and of lack of negligence. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION, CORRESPONDENCE TO DESCRIPTION OR NON-INFRINGEMENT WITHREGARD TO THIS MATERIAL.
Limitation of Liability. IN NO EVENT WILL ANY AUTHOR, OWNER, DEVELOPER, LICENSOR, OR DISTRIBUTOR OF THIS MATERIAL OR Zoapi Innovations Private Ltd BE LIABLE TO ANY OTHER PARTY FOR THE COST OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, LOSS OF USE, LOSS OF DATA, OR ANY INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES WHETHER UNDER CONTRACT, TORT, WARRANTY, OR OTHERWISE, ARISING IN ANY WAY OUT OF THIS OR ANY OTHER AGREEMENT RELATING TO THIS MATERIAL, WHETHER OR NOT SUCH PARTY HAD ADVANCE NOTICE OF THE POSSIBILITY OF SUCH DAMAGES.
Indemnification. You agree to indemnify and hold harmless Zoapi, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, finesand expenses (including attorney's fees and costs) arising out of or relating to any claims that you have used the Products and Services in violation of another party's rights, in violation of any law, in violations of any provisions of the Agreement , or any other claim related to your use of the Products and Services, except where such use is authorized by Zoapi.
Redistribution. You are not allowed to redistribute full or any part of the Products and Services for any commercial or non-commercial purpose. These Products and Services are offered solely for the purpose of usage by you and your organization only.
Restrictions on Use. In addition to the other terms and conditions of this agreement, you shall not: (i) allow applicable Zoapi Product and Servicelicenses to be shared or used on more than one device other than by reassigning the device license to another device; (ii) except as permitted under applicable law, attempt to disassemble, reverse engineer or decompile the Zoapi Products and Services; (iii) use third-party applications, sites and services without agreeing to their terms and conditions; (iv) attempt to gain unauthorized access to the deployed Zoapi Products and Services or its related systems or network; (v) use the Zoapi Products and Services in a manner that could damage, disable, overburden, impair or harm any server, network, computer system, resource of Zoapi Innovations Private Ltd; (vi) use the Zoapi Products and Services to send or store material containing software viruses, worms orother harmful computer codes, files, scripts or programs; (vii) use the Zoapi Product and Service in any manner that interferes with or disrupts the integrity, security or performance of the software and service, its components and the data contained therein; (viii) host, display, upload, modify, publish, transmit, store, update or share any information that belongs to another person or entity and to which you do not have any right, including personal or confidential information of any person or entity with respect to which you do not have consent or permission from such person or entity; (ix) violate any applicable local, state, national or international law; (x) use the Zoapi Product and Service for any form of competitive or benchmarking purposes; and (xi) remove or obscure any proprietary or other notices contained in the Zoapi Product and Service; (xii) use Zoapi Product and Service in any manner that threatens the unity, integrity, defense, security or sovereignty of India, friendly relations of Indiawith other countries, or public order, or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting other countries; (xiii) create a false identity to mislead any person as to the identity or origin of any communication; (xiv) use Zoapi Products and Services for transmitting information that is patently false and untrue, and is written or published in any form, with the intent to mislead or harass a person, entity or agency for financial gain or to cause any injury to any person; or (xv) use Zoapi Products and Services in a manner that relates to or encourages any activity prohibited by law in India.
Preinstalled Devices. Zoapi offers some of its Products and Services, namely the Zoapi Hub Pro, and Zoapi Hub Basic devices, preinstalled on third-party hardware with bundled Operating System license. By using the preinstalled device, you agree to the terms of service and privacy policies of the third-party hardware and operating system manufacturer.
The warranty for the hardware and associated peripherals is provided by the third-party hardware manufacturer. You are responsible for ensuring the Preinstalled device is provided electricity, network and peripheral access as per available documentation andspecification mentioned on the device itself. You will also ensure that the preinstalled device is provided sufficient environmental protection while deployed or while being transported after delivery. Warranties provided by Zoapi, and the third-party manufacturer(s) might not cover any damage caused due to improper handling or deployment of the Preinstalled Devices.
Free Trial. If you register for a free trial of any of the Zoapi Products and Services, Zoapi will make the applicable Zoapi Product and Service available to you on a trial basis free of charge until the earlier of (i) the end of the free trial period of the applicable Zoapi Product and Service (unless terminated earlier by you), (ii) the start date of the paid subscription period for the applicable Zoapi Product and Service, or (iii) termination by Zoapi in its sole discretion. Any data that you enter into the Zoapi Product and Service, and any customizations made to the Zoapi Product and Service during the free trial will be permanently lost unless you purchase the corresponding paid Zoapi Product and Service for the account. Notwithstanding anything contained in this Section, Zoapi Products and Services are offered as-is during the free trial, without any warranty, covenant, support or liability whatsoever, to the extent permitted by law.
Spamming and Illegal Activities. You agree to be solely responsible for the contents that you display and of your transmissions through the Zoapi Product and Service. You agree not to use the Zoapi Product andService for illegal purposes or for the transmission or display of material that is unlawful, defamatory, harassing, libelous, invasive of another's privacy, abusive, threatening, harmful, vulgar, pornographic, obscene, or is otherwise objectionable, offends religious sentiments, promotes racism, contains viruses or malicious code, or that which infringes or may infringe intellectual property or other rights of another. You agree not to use the software or service for the transmission of “junk mail”, “spam”, “chain letters”, “phishing” or unsolicited mass distribution of email. We reserve the right to terminate your access to the Zoapi Product and Service if there are reasonable grounds to believe that you have used the software or service for any illegal or unauthorized activity.
Third Party Applications & services. The Zoapi Products and Services provide access to and integrate with many third-party applications and services (hereinafter “Third Party Application(s) & Service(s)”). Access and use of the Third-Party Applications & Services may require acceptance of terms of service and privacy policies applicable to such Third-Party Applications & Services (hereinafter “Third-Party Terms”). You are responsible for reading and understanding the Third-Party Terms before accessing or using any Third-Party Application & Service. You acknowledge and agree that Zoapi is not liable for any Third-Party Applications or Services. While we will try to provide you with advance notice, whenever reasonably possible, you acknowledge and agree that Zoapi may, at any time and in our sole discretion, and without any notice to you, suspend, restrict or disable access to or remove from Zoapi Product and Service, any Third Party Application & Service, without any liability to you, including without limitation for any loss of profits, revenue, data, goodwill or other intangible losses.
Fees and Payments. The Product and Service are available through a range of payment and subscription plans. Zoapi may accept payments directly or through their authorized agents. Payment terms and conditions will be mentioned in the invoice. Payment obligations are non-cancelable, regardless of utilization by the customer and except as expressly permitted in this agreement, Fees paid are non-refundable.
From time to time, we may change the price of the Product and Service, or charge for use of Product and Service that are currently available for free. Any increase in charges will not apply until the expiry of your then current billing cycle.
In the eventany tax such as GST, VAT, sales tax or the like is chargeable by Zoapi in accordance with any local, state, provincial or foreign laws with respect to your subscription to our Products and Services (“Taxes”), Zoapi will invoice you for such Taxes. You agree to pay Zoapi such Taxes in addition to the subscription fees. Zoapi shall provide you with an invoice in the format prescribed by the applicable local, state, provincial or foreign laws to help you avail the applicable input tax credit for the Taxes so paid.
Organizational Accounts and Administrators. You may create a Zoapi Dashboard account to manage Zoapi Products and Services for your organization. The administrator of this dashboard will have the right to configure the Product and Service based on your requirements. If your organization dashboard account is created and configured on your behalf by a third party, it is likely that such third party has assumed administrator role for your organization dashboard. Make sure that you enter into a suitable agreement with such third party specifying such party’s roles and restrictions as an administrator of your organization dashboard account.
You are responsible for (i) ensuring confidentiality of your organization dashboard account password, (ii) appointing competent individuals as administrators for managing your organization dashboard account, and (iii) ensuring that all activities that occur in connection with your organization dashboard account comply with this Agreement. You understand that Zoapi is not responsible for account administration and internal management of the Zoapi Products and Services for you.
You are responsible for taking necessary steps for ensuring that your organization does not lose control of the organization dashboard administrator accounts. In the event of loss of control of the organization dashboard account, Zoapi may provide control of the account to an individual providing proof satisfactory to Zoapi demonstrating authorization to act on behalf of the organization. You agree notto hold Zoapi liable for the consequences of any action taken by Zoapi in good faith in this regard.
Communications from Zoapi. The Product & Service may include certain communications from Zoapi, such as service announcements, administrative messages andnewsletters. You understand that these communications shall be considered part of using the Product and Service. As part of our policy to provide you total privacy, we also provide you the option of opting out from receiving newsletters from us. However, you will not be able to opt-out from receiving service announcements and administrative messages.
Complaints. If we receive a complaint from any person with respect to your activities as part of use of the Product and Service (other than where the grievance redressal mechanism provided under the head "Grievance Redressal" applies), we will forward the complaint to the primary email address of your organization dashboard account. You must respond to the complainant directly within 10 days of receiving the complaint forwarded by us and copy Zoapi in the communication. If you do not respond to the complainant within 10 days from the date of our email to you, we may disclose your name and contact information to the complainant for enabling the complainant to take legal action against you. You understand that your failure to respond to the forwarded complaint within the 10 days' time limit will be construed as your consent to disclosure of your name and contact information by Zoapi to the complainant.
Grievance Redressal.In case of any grievance, the term as defined under Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules 2021, our Grievance Officer, Chaitanya Vasantarao, can be contacted by sending an email to grievanceredressalofficer@zoapi.net
Inactive Dashboard Accounts Policy. We reserve the right to terminate unpaid organization dashboard accounts that are inactive for a continuous period of 120 days. In the event of such termination, all data associated with such organization dashboard account will be deleted. We will provide you prior notice of such termination and option to back-up your data. An organization dashboard account is considered active as long as at least one paid software, device or service subscription is added to the dashboard.
Data Ownership. We respect your right to ownership of content created or stored by you. You own the content created or stored by you. Unless specifically permitted by you, your use of the Zoapi Products and Services does not grant Zoapi the license to use, reproduce, adapt, modify, publishor distribute the content created by you or stored in your Zoapi product for Zoapi's commercial, marketing or any similar purpose. But you grant Zoapi permission to access, copy, distribute, store, transmit, reformat, publicly display and publicly performthe content of your Zoapi Products and Services solely as required for the purpose of providing the Services to you.
User Generated Content. You may transmit or publish content created by you using any of the Zoapi Products and Services or otherwise. However, you shall be solely responsible for such content and the consequences of its transmission or publication. If you are a publisher of news and current affairs content as defined under Information Technology (Intermediary Guidelines and Digital Media Ethics Code) Rules 2021, you shall furnish details to the Ministry of Information and Broadcasting as required by rule 18. Any content made public may be publicly accessible through the internet and may be crawled and indexed by search engines. You are responsible for ensuring that you do not accidentally make any private content publicly available. Any content that you may receive from other users of the Zoapi Products and Services, is provided to you AS IS for your information and personal use only and you agree not to use, copy, reproduce, distribute, transmit, broadcast, display, sell, license or otherwise exploit such content for any purpose, without the express written consent of the person who owns the rights to such content. In the course of using any of the Zoapi Products and Services, if you come across any content with copyright notice(s) or any copy protection feature(s), you agree not to remove such copyright notice(s) or disable such copy protection feature(s) as the case may be. By making any copyrighted/copyrightable content available on any of the Zoapi Products and Services you affirm that you have the consent, authorization or permission, as the case may be from every person who may claim any rights in such content to make such content available in such manner. Further, by making any content available in the manner aforementioned, you expressly agree that Zoapi will have the right to block access to or remove such content made available by you if Zoapi receives complaints concerning any illegality or infringement of third-party rights in such content. By using any of the Services and transmitting or publishing any content using such Service, you expressly consent to determination of questions of illegality or infringement of third-party rights insuch content by the agent designated by Zoapi for this purpose.
Trademark. Zoapi and the Zoapi logo are trademarks of Zoapi Innovations Private Ltd. You agree not to display or use, in any manner, the Zoapi trademarks, without Zoapi' s prior permission.
Use of name of the application, brand, authors, owner and developer: Zoapi Innovations Private Ltd rules, if any, regarding the use of its name and your ability to make claims regarding Zoapi or your use of the Applications and its privacy policy can be found at https://share.zoapi.com/zoapi/v0/client/privacy. As a condition to your license, you agree to abide by all such rules.
Governing law and Jurisdiction. Any controversy or claim arising out of or relating to the Terms shall be settled and adjudicated exclusively by the courts of Bengaluru in accordance with the laws of India without regard to conflict of law principles.
Suspension and Termination.We may suspend or temporarily disable access to whole or part of any Zoapi Product and Service license or account in the event of any suspected illegal activity, extended periods of inactivity or requests by law enforcement or other government agencies. Objections to suspension or disabling of Zoapi Product and Service access should be made to support@zoapi.com within thirty days of being notified about the suspension. We may terminate a suspended or disabled Zoapi Product and Service license or account after thirtydays. We will also terminate or disable your device licenses or organization dashboard account on your request.
In addition, we reserve the right to terminate your ZoapiProduct and Service access license or account and deny the Services upon reasonable belief that you have violated the Agreement and to terminate your access to any Beta Service in case of unexpected technical issues or discontinuation of the Beta Service.
Modification of Terms of Service. We may modify this Agreement upon notice to you at any time through a service announcement or by sending email to your primary email address. If we make significant changes to the Agreement that affect your rights, you will be provided with at least 30 days advance notice of the changes by email to your primary email address. You may terminate your use of the Products and Services by providing Zoapi notice by email within 30 days of being notified of the availability of the modified Agreement if the Agreement is modified in a manner that substantially affects your rights in connection with use of the Products and Services. Your continued use of the Product and Service after the effective date of any change to the Agreementwill be deemed to be your agreement to the modified Agreement.
General
No other rights are granted by implication, estoppel or otherwise.
If any provision of this Agreement is invalid or unenforceable under applicable law, it shall not affect the validityor enforceability of the remainder of the terms of this Agreement, and without further action by the parties hereto, such provision shall be reformed to the minimum extent necessary to make such provision valid and enforceable.
Your rights under this Agreement shall terminate if you fail to comply with any of the material terms or conditions of this Agreement and do not cure such failure in a reasonable period of time after becoming aware of such noncompliance. If all your rights under this Agreement terminate, you agree to cease use of the Zoapi Products and Services and any derivative works thereof immediately.