Terms of Service

Introduction

These Terms of Service govern your access to and use of ZigiWave’s cloud-based integrations platform and technology services available at vtpanair.zigiwave.lab:8282 and any updates, upgrades, modified versions, extensions, improvements, and derivative works of the foregoing (the Service). ZigiWave AD is a company, established in Bulgaria, Sofia, registered office: Sofia, Bulgaria, 9 Luyba Velichkova Str., floor 6, reg (UIC) No.205463794, and in these Terms of Service (the Terms), we will reference ourselves as ZigiWave or We/Us. By creating an account on our platform, accessing and/or using the Service or the trial, you irrevocably agree to these Terms. The Terms govern your use of ZigiWave’s provision of the Service. If you do not agree to these Terms, you may not create an account on the platform, access, or use, the Service.

Definitions

Platform means the ZigiOps Integrations Platform owned and maintained by ZigiWave AD as described in these Terms.
Affiliate means, in relation to a party, an entity which, directly or indirectly, owns or controls, is owned or is controlled by or is under common ownership or control with that party, where “control” means the power to direct the management or affairs of an entity, and “ownership” means the beneficial ownership of 50% (or, if the applicable jurisdiction does not allow majority ownership, the maximum amount permitted under such law) or more of the voting equity securities or other equivalent voting interests of the entity.
Account Holder means the entity you represent in accepting these Terms or, if that does not apply, you individually.
Account Holder’s Personnel means an employee, contractor, or agent of the Account Holder or Account Holder’s Affiliate that Account Holder authorizes to use the Service through the Platform.
You means either Account Holder or Account Holder’s Personnel.
Admin Account means the account with super administrative rights or permissions.
API means application programming interface.
Applicable Data Protection Laws means all worldwide data protection and privacy laws and regulations applicable to the processing of any personal information or data contained in the Account Holder Data.
DPA means the Data Processing Addendum available at DPA
Account Holder Data means all data that the Account Holder transmits to or through the Service and the Platform.
Personal Data has the meaning given to such term (or a substantively equivalent term such as personal information or personally identifiable information) under Applicable Data Protection Laws.
Fees means all amounts payable by the Account Holder in connection with the Service under the these Terms, and the Purchase Order for applicable Subscription Term.
Purchase Order means any account signup, online checkout, or online order process; or order form, or similar document, that Account Holder enters into with ZigiWave that references or is made subject to these Terms.
Subscription Term means the 12-months term for which you use the Service, and your account is active on the Platform.

What do we do

The Zigiops Integrations Platform is ZigiWave’s software platform and related interfaces, software development kits, services and documentation that provides the Account Holder with access to certain products and technology services designed to integrate systems and transfer data between them (the Platform). The Service on the Platform also includes the following features (a) the Integrations, which is a set of commands to the Platform that request the Platform to carry out certain actions across software applications based on the occurrence of a designated trigger event; and (b) the Connectors, which allow the transfer of Account Holder Data between Account Holder’s software applications through the Platform by using API. For reference, Task(s) is a unit of work performed every time a Workflow does an action (e.g., fetch data from an application by making an API call); and Transaction occurs each time a Workflow job is run. Integrations and Connectors can be developed by Us or by the Account Holder.

How to join

If you are accepting these Terms on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to these Terms of Service; (ii) you have read and understood these Terms; and (iii) you agree to these Terms of Service on behalf of the party that you represent.To access and use all the features of the Service, the Account Holder is required to open an Admin Account by registering on the Platform. When Account Holder registers for the Admin Account, Account Holder is responsible for the provision of true, accurate, current, and complete information for its Personnel and agrees to update the account and Personnel information to ensure that it is current. Upon proper registration and opening of the Admin Account, and subject to all of the terms and conditions of these Terms, We grant Account Holder a revocable, non-exclusive, non-transferable and non-sublicensable license to use the Platform solely as necessary to use the Service and in accordance with these Terms and Documentation. Account Holder’s license to the Platform will end upon the termination of the Account Holder’s right to use the Service.Upon registration of the Admin Account, Account Holder receives a password to access the Admin Account and is responsible for immediate change of the password. Account Holder and its Personnel are responsible for maintaining the confidentiality of the account password and for all Personnel activities and those of any third party that occur through the Admin Account. Account Holder agrees to immediately notify Us of any suspected or actual unauthorized use of the Admin Account. Account Holder understands and agrees that ZigiWave will not under any circumstances be held liable for any cost, loss, damages or expenses arising out of a failure by you to maintain the security of your password.

Platform Use

Unless otherwise expressly permitted in writing by ZigiWave, Account Holder will not (and will not allow its Personnel and a third party to):

Interfere with, disrupt, alter, or modify the Service, or create an undue burden on the Service or the networks or services connected to the Service;
engage in abusive or excessive usage of the Service, which usage is significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability or functionality of the Service;
Introduce unauthorized software or automated agents or scripts into the Service so as to create multiple accounts, generate automated searches, requests or queries, or to strip or mine data from the Service;
Use any method (whether manual or automated) to extract or scrape data from the Service;
Reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, techniques, processes, algorithms, know-how or other information from the binary code portions of the Platform by any means whatsoever, unless this restriction is prohibited by law;
Perform or publish any benchmark tests or analyses relating to the Service;
purchase, access, or use the Service for the purpose of building or improving a competitive product or service, or for any other competitive purpose;
Use the Service for any unlawful purposes or activities;
Use the Service to transmit any code, agents, software, or links to such materials with the intent to do harm (such as viruses, worms, Trojan horses, and malware);
Use the Service in a way that would subject ZigiWave to any industry-specific regulations. For example, you may not use the Service transmit protected health information (as defined in 45 C.F.R. §160.103 under United States federal regulations) without entering into a separate business associate agreement with ZigiWave that permits you to do so;
You will not use the Service to process, store or transfer information, including personal data, in violation of any law or any third party rights, including without limitation intellectual property and privacy rights; or data subject rights.

Account Holder acknowledges and agrees that:

Account Holder and its Personnel’s use of the Platform is dependent upon Account Holder maintaining access to telecommunications and Internet services. Account Holder shall be solely responsible for acquiring and maintaining all telecommunications and Internet services and other hardware and software required to access and use the Platform, including, without limitation, any and all costs, fees, expenses, and taxes of any kind related to the foregoing. ZigiWave shall not be responsible for any loss or corruption of content, lost communications, or any other loss or damage of any kind arising from any such telecommunications and Internet services.
Account Holder and its Personnel are obliged to create and maintain unique access credentials in connection with the Admin Account and other accounts created through the Admin Account for use of the Platform. Account Holder and its Personnel shall keep all access credentials secret and confidential. Account Holder will be responsible for all activities that occur using Account Holder’s and Personnel’s access credentials. Account Holder and its Personnel may explicitly create account for ZigiWave support team in case of issues with the usage of the Service. After that it is the Account Holder and Personnel’s responsibility to remove the access to ZigiWave support team.
Account Holder may use proprietary or third-party applications, software, interfaces, APIs, products, services or websites that interoperate with the Platform (collectively, third-party applications). Account Holder is solely responsible for acquiring the license and rights to use such third-party applications complying with the applicable terms and conditions and privacy policy of the third-party applications. Account Holder is solely responsible for the use of such third-party applications and any data loss or other losses it may suffer as a result of using such third-party applications. ZigiWave does not warrant or support any third-party applications or control the privacy practices of any third-party applications to which data may be sent or from which data may be retrieved, whether or not they are recommended or designated by Us as preferred, certified or otherwise. In this respect, ZigiWave shall have no responsibility, liability or indemnification obligations for any claims, losses or damages arising out of or in connection with Account Holder’s use of any third-party applications.
We may interrupt access to the Platform for: (i) scheduled maintenance typically performed during non-working hours of the Account Holder, beginning and typically lasting no more than two hours, with seven (7) days prior notice to Account Holder; (ii) emergency or unscheduled maintenance of up to 120 minutes per calendar month, with reasonable advance notice, when possible; (iii) force majeure events; (iv) any upgrades required by the occurrence of any events outside of ZigiWave’s control; and (v) interruptions in third party networks that prevent Account Holder and its Personnel from accessing the Platform, interruptions in utility service, acts outside of ZigiWave’s reasonable control, and Account Holder’s lack of availability to respond to incidents that require Account Holder’s participation.

Subscription Fee

Except as otherwise specified or in the Purchase Order: (i) Fees are based on the duration of the Subscription Term; (ii) all Fees paid are non-refundable and payment obligations are non-cancelable (except as specifically stated herein).We may change the Fees that We charge for the Service that automatically renew by giving Account Holder at least 30 days’ prior written notice of such changes, provided that any such changes will not take effect earlier than the next renewal date for the applicable Service.

Payment Terms

Payment terms are typically specified on the Purchase Order. If not otherwise specified on the Purchase Order, the following payment terms will apply:Payments are due within thirty (30) days from the invoice date. Based on the Subscription Term, payments are due in advance. Late payments may accrue interest monthly at the lower of 1.5%, or the maximum rate permitted by law, from the date such payment was due until the date paid. Following Account Holder’s failure to make timely payments, We may condition future subscription renewals and Purchase Orders on payment terms shorter than those specified above, including requiring full payment in advance for any renewal period(s).All payments are without deduction and are not inclusive of any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales and use, or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction. If ZigiWave has the legal obligation to pay or collect such taxes for which the Account Holder is responsible, including any penalties and interest, the appropriate amount will be invoiced to and paid by the Account Holder, unless the Account Holder provides Us with a valid tax exemption certificate authorized by the applicable taxing authority.Notwithstanding anything to the contrary in these Terms, solely in the event that Account Holder purchases the Service and gets access to the Platform through an authorized reseller, then (i) the Account Holder shall pay the applicable fees to the reseller in accordance with its agreement with the reseller; and (ii) the Account Holder acknowledges and agrees that its use of the Platform will be governed by these Terms; (iii) any technical support and disputes related to the reseller agreement shall be handled directly between the Account Holder and the reseller.

Free Trial

In case Account Holder receives free trial of the Service, Account Holder may only use the Service for the duration of that trial for the purpose of evaluating the desirability of purchasing the Service Unless otherwise specified in the Purchase Order, either party may cancel a free trial before it ends by providing written notice to the other.

Technical Support

Technical support related to the initial set up of the account and use of the Service and the Platform is included in the subscription fee and is subject to a request by the Account Holder and Account Holder’s Personnel. Account Holder and Account Holder’s Personnel shall provide any reasonable assistance and cooperation to ZigiWave, necessary or convenient to facilitate the provision of the technical support. For any bugs or failures, the Account Holder may also open a ticket at support.zigiwave.com. In case the ZigiWave support team needs to perform troubleshooting related to any bugs or if assistance is requested by the customer, the support agent may access the AWS instance on which the account is hosted, in order to review the files.Any additional requests related to the enhancement of the features of the Service and the Platform, needed by the Account Holder shall be subject to payment of an additional support fee.

Intellectual Property Rights

The Service and Platform are protected by copyright, trademark, and other and applicable laws. Except as set forth herein, these Terms do not grant Account Holder and its Personnel any right, title, or interest in the Service, Platform, trademarks, logos, and other brand features. We welcome feedback but note that We may use comments or suggestions without any obligation to the Account Holder and its Personnel.For the avoidance of doubt, during the Subscription term, each party grants the other the right to use of the party’s trade name, trademark, and logo solely in connection with and to the extent necessary for the marketing purposes. Any use of such intellectual property by a party must correctly attribute ownership of such intellectual property and must be in accordance with applicable law. If a party objects to any use of the intellectual property by the other party, such party will immediately cease the use and will obtain consent for any future new use of Marks. All goodwill arising out of the use of the Marks of a party by the other party shall be on behalf of and shall inure to the benefit of the party owning the Marks.

Suspension

ZigiWave reserves the right to immediately suspend Account Holder’s and/or its Personnel’s access to and use of the Platform in the event that ZigiWave has, in its sole discretion reasonably determined that Account Holder and/or Personnel are in breach of these Terms or are otherwise engaging in any actions that threaten the security, integrity, availability or stability of the Platform. Any suspension under this section shall not excuse Account Holder from Account Holder’s obligations to make payments under these Terms.

Subscription Term and Termination

The Service provided to the Account Holder is on a subscription basis and the duration is specified in the Purchase Order. Unless otherwise agreed, the Subscription Term will automatically renew for periods equal to the initial Subscription Term specified for that subscription until the Account Holder cancels its subscription, or until either party provides written notice of non-renewal to the other party at least 30 days prior to renewal date.Either party may terminate the use of the Service and the Platform as a consequence of the other Party’s material breach by sending written notice specifying in detail the nature of the breach, effective in thirty (30) days unless the other party first cures such breach, or effective immediately if the breach is not subject to cure.

Updates and Maintenance

Account Holder acknowledges that, as is typical for a software-as-a-service products, ZigiWave may continually update the Service.ZigiWave’s Platform and Service are subject to maintenance, repairs, inspections, modifications, and improvements, during which the Service may not be available. Such scheduled downtime is subject to a notification to the Account Holder through the Platform. As to any outage of the normal Service resulting therefrom, such outage shall not constitute a breach of these Terms.

Confidentiality

“Confidential Information” means non-public information relating to a party’s (the “Disclosing Party”) technology or business disclosed hereunder to the other party (the “Receiving Party”) that is designated in writing or identified orally at the time of disclosure, by the Disclosing Party as “confidential” or “proprietary,” or under the circumstances, a person would reasonably assume to be confidential or proprietary information of the Disclosing Party. Neither party will use or disclose any Confidential Information except as specifically contemplated herein, or other than to its employees or agents who need to know the Confidential Information for its performance of these Terms and such employees or agents are bound by confidentiality obligations substantially similar to these herein. The Receiving Party is responsible for its employees’ or agents’ breach of these confidentiality obligations. The Receiving Party agrees that a breach of this section may cause the Disclosing Party irreparable harm, for which monetary damages will not provide adequate compensation and that in addition to any other remedy, the Disclosing Party is entitled to seek injunctive relief against a breach or threatened breach of this section.The foregoing restriction does not apply to information that: (i) has been independently developed by the Receiving Party without use of or access to the Disclosing Party’s Confidential Information; (ii) has become publicly known through no breach of this section by the Receiving Party; (iii) has been rightfully received by the Receiving Party without obligation of confidentiality from a third party authorized to make such disclosure; (iv) has been approved for release in writing by the Disclosing Party; or (v) was known by the Receiving Party without obligation of confidentiality prior to receipt from the Disclosing Party. The disclosure by the Receiving Party of the Confidential Information will not be considered a breach of this section to the extent that such Confidential Information is required to be disclosed by a competent legal or governmental authority, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement prior to disclosure, assists in obtaining an order to protect the information from public disclosure (if legally permissible) and will only disclose that portion of Confidential Information that is legally required to be disclosed.

Personal Data

We value online privacy and the responsible use of personal information. Prior to creating the Admin Account on the Platform, we encourage Account Holder and its Personnel to carefully read our Privacy Notice about how and why We process personal information.

Account Holder Data

We maintain appropriate administrative, technical, and organizational measures designed to protect the Platform and Service against unauthorized or unlawful processing, and accidental loss of and damage to Account Holder Data. At reasonable intervals, we evaluate the effectiveness of such administrative, technical, and organizational measures. To the extent Account Holder Data is processed by Us in the course of providing the Service, the DPA shall apply. Entry into these Terms will also be treated as execution of the DPA (including its appendices, as applicable).By using the Platform, Account Holder represents and warrants that it has obtained and will maintain all necessary licenses, authorizations, approvals and consents to use, transmit and process Account Holder Data through the Platform, and ZigiWave is authorized to perform any transactions initiated through instructions given to ZigiWave via the Admin Account or through other means, notwithstanding that these may contain Personal Data, and may cross international borders. Account Holder will be solely responsible for the accuracy, quality and legitimate use of Account Holder Data, the means by which Account Holder collected the Account Holder Data, and Account Holder’s use and transfer of Account Holder Data.

Anti-corruption

Each Party agrees that it shall comply, at all times, with all applicable anti-corruption laws and regulations. The parties shall each do all that is necessary and within their respective power and control to ensure that it will not at any time offer, promise, give or receive any improper financial payment and/pr improper advantage to or from any person, customer or supplier (whether a public official or otherwise) with intention of influencing and obtaining an advantage in the conduct of its business.

Trade Sanctions and Export Control

Each party shall comply with all relevant export, import, and sanctions laws, regulations, orders, and applicable authorizations. Such performance shall apply to the export, re-export and import of controlled technology, data, software, services, and/or hardware. Each party shall be individually responsible for its compliance with any applicable export or import laws and regulations.

Representation and Warranties

Without limiting any other representation, warranty under these Terms , each party hereby represents and warrants to the other party that: (i) it has the full corporate power and authority to enter into these Terms; (ii) these Terms is a valid and binding obligation of such party; and (iii) it has obtained and shall maintain throughout the Term of these Terms all necessary licenses, authorizations, approvals and consents to enter into, exercise its rights and perform its obligations hereunder in compliance with all applicable laws, rules and regulations.ZigiWave represents and warranties that during the Subscription term, the Platform will function in accordance with these Terms in all material respects. ZigiWave does not warrant that the Service will be performed error-free or uninterrupted, or that the Service will meet your requirements. ZigiWave is not responsible for any issues related to the performance, operation, or security of the Service to the extent arising from Account Holder and Account Holder’s Personnel’s actions on the Platform, third party applications linked through the Platform or services, provided by third parties.In the event that the Account Holder notifies ZigiWave of a failure of the Platform to conform to the warranties under this section, Account Holder’s sole and exclusive remedy under this section shall be for ZigiWave to correct the nonconformance within 30 (thirty) days from the date ZigiWave receives written notice of such-nonconformance. If ZigiWave cannot substantially fix the non-conformance in a commercially reasonable manner, the Account Holder may cease to use the Service and terminate its account on the Platform. In such case ZigiWave will issue a refund for any unused, pre-paid fees for the rest of the subscription term following the effective date of the termination.To the extent not prohibited by law, these warranties are exclusive and ZigiWave makes no warranty, whether express or implied, with respect to the Platform and expressly disclaims the implied warranties or conditions of merchantability, satisfactory quality or results and fitness for a particular purpose.

Limitation of Liability

To the extent not prohibited by law, including, but not limited to, negligence, system failure or network outage, in no event will either party or its affiliates be liable for any special, indirect, incidental, consequential, punitive, reliance, or exemplary damages that result from these Terms, even if such party or its authorized representative has been advised of the possibility of such damages.To the extent not prohibited by law, in no event will either party’s or its affiliates’ total liability to the other party for any damages, losses, and causes of action arising out of or relating to these Terms (whether in contract or tort, including negligence, warranty, or otherwise) exceed in the aggregate the amounts paid or payable in the twelve (12) months immediately preceding the event giving rise to such liability.To the extent not prohibited by law, including, but not limited to, negligence, system failure or network outage, in no event will either party or its affiliates be liable for any special, indirect, incidental, consequential, punitive, reliance, or exemplary damages that result from these Terms, even if such party or its authorized representative has been advised of the possibility of such damages.To the extent not prohibited by law, in no event will either party’s or its affiliates’ total liability to the other party for any damages, losses, and causes of action arising out of or relating to these Terms (whether in contract or tort, including negligence, warranty, or otherwise) exceed in the aggregate the amounts paid or payable in the twelve (12) months immediately preceding the event giving rise to such liability.

Updates and Notifications

We may make changes to these Terms at any time for a variety of reasons, such as to reflect changes in applicable law or to account for new services or functionality. The most current version of these Terms will be posted on our website. Changes will be effective no sooner than the day they are publicly posted. If you do not want to agree to any changes made to these Terms, you should stop using the Services, because by continuing to use the Services after the date the changes become effective, you indicate your agreement to be bound by the updated Terms.In the unlikely event that you object to the updated Terms, please contact us to refund the unused portion of the subscription term.

Miscellaneous

Force Majeure. Neither ZigiWave nor Account Holder will be liable for inadequate performance to the extent caused by events beyond the reasonable control of a party, which may include denial-of-service attacks, internet disturbance, strikes, riots, pandemics or epidemics, natural disasters, acts of God, war, terrorism, and governmental action.Governing Law and Jurisdiction. These Terms are governed by the laws of Bulgaria, without giving effect to any of its conflicts of laws principles. Any action at law or in equity arising out of or relating in any way to these Terms will be governed by the respective court in Sofia.Written form. The written form shall be considered accomplished with sending an e-mail, clicking on a virtual button in web page, clicking on a check-box on the website or other similar actions, as far as the statement is technically stored in a way that allows it to be reproduced.Entirety. This Agreement and its attachments, expressly mentioned as forming part of it, set forth the entire understanding and agreement between You and ZigiWave, and supersede all prior agreements, whether written or oral, with respect to the Platform and Service, and may be amended only in writing signed by both parties.Severability. Should any provision of these Terms be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the other provisions hereof. The Parties, hereby agree to substitute any invalid clause with a valid one which shall be the closest to their original intentions.No Waiver. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party with respect to subsequent enforcement of rights or subsequent actions in the event of future breaches.

Have questions?

For any questions, please contacts us at info@zigiwave.com.