Terms of Use (“Terms”)


Last updated: October 5th 2020

Overview

Please read these Terms of Use (“Terms”, “Terms of Use”) carefully before using the https://www.zira.ai website, the Zira Manager Web application (located at app.zira.ai), the Zira Portal Application (Available on iOS, Android, and Web platfroms) or the Zira Employee Mobile Application (Available on the iOS an Android App stores) which may be referred to as “Zira” or the “Service” operated by Zira Technologies Inc. (“us”, “we”, or “our”).


Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users, and others who access or use the Service.


By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service.

Purchases

If you wish to purchase any product or service made available through the Service (“Purchase”), you may be asked to supply certain information relevant to your Purchase including, without limitation, your …


Termination

We may terminate or suspend access to our Service immediately, without prior notice or liability, for any reason whatsoever, including without limitation if you breach the Terms.

All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and
limitations of liability.

Content
Our Service allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material (“Content”). You are responsible for all content and the content posted by employees or other invited users on your account. Zira is not responsbile or liable for any action or content pertaining to the activities of employees within your account.


Links To Other Web Sites

Our Service and Websites may contain links to third-party web sites or services that are not owned or controlled by Zira Technologies Inc.

Zira Technologies Inc. has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that Zira shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any
such content, goods or services available on or through any such web sites or services.

Changes


We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will try to provide reasonable notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.


Contact Us


If you have any questions about these Terms, please contact us at team@zira.ai

Use of this website and all relevant Zira Technologies Inc. services and products, including but not limited to Zira.ai, app.zira.ai, Zira Employee (Andorid and iOS), and Zira Portal (Andorid and iOS) consitutes agreement to this SaaS and Services Agreement (this “Agreement”).

Zira and Customer are sometimes referred to jointly as the “parties” or singularly as a “party.” 

RECITALS 

WHEREAS, Customer desires to obtain access to the Services with respect to certain of its information technology needs; and Zira wishes to provide the Services to Customer, each on the terms and conditions set forth in this Agreement. 

NOW, THEREFORE, in consideration of the mutual covenants and promises set forth herein, and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 

1. SERVICES 

1.1 Purpose

This Agreement sets forth the terms and conditions under which Zira agrees to provide (i) certain hosted “software as a service” (“Subscription Services”) for certain software applications (each such application together with any applicable documentation thereto, and programming and user interfaces therefore, a “Platform”) to Authorized Users, as further set forth on each Invoice or Order Form (“Order Form”) and (ii) if applicable, all other implementation services, customization, integration, data import and export, monitoring, technical support, maintenance, training, backup and recovery, and change management (“Professional Services” together with Subscription Services, the “Services”) related to Customer’s access to, and use of, such Subscription Services and each Platform, as further set forth on each statement of services (“Statement of Work”) issued hereunder (Order Forms and Statements of Professional Services are sometimes referred to jointly as a “Statement of Services”). 

1.2 The Services; 

Access and Use License. Subject to the terms and conditions of this Agreement, during the Term, Zira shall use commercially reasonable efforts to provide (i) Customer and Authorized Users access to each Platform, and (ii) Professional Services. Subject to the terms and conditions of this Agreement, during the Term, Zira hereby grants Customer and Authorized Users a non-exclusive, non-sublicensable, nontransferable, worldwide license to access and use each Platform, solely for internal business purposes as set forth herein. 

1.3 Subscription Services. 

Each applicable Order Form shall specify and further describe the Subscription Services to be provided in accordance with the representations and warranties set forth herein, and shall identify, each applicable Platform, user limitations, fees, subscription term and other applicable terms and conditions. 

1.4 Professional Services. 

Each applicable Statement of Work shall specify and further describe the Professional Services to be provided in accordance with the representations and warranties set forth herein, and may, but need not, include, the Professional Services offered, limitations, milestones, fees, term and other applicable terms and conditions. 

1.5 Changes to Platform. 

Zira may, in its sole discretion, make any changes to any Platform that it deems necessary or useful to (i) maintain or enhance (a) the quality or delivery of Zira’s products or services to its customers, (b) the competitive strength of, or market for, Zira’s products or services, (c) such Platform’s cost efficiency or performance, or (ii) to comply with applicable law. 

2. PLATFORM ACCESS AND AUTHORIZED USER 

2.1 Administrative Users. 

During the configuration and set-up process for each Platform, Customer will identify an administrative user name and password for Customer’s Zira account. Zira reserves the right to refuse registration of, or cancel user names and passwords it deems inappropriate. 

2.2 Authorized Users. 

Customer may allow such number of Customer’s employees and/or independent contractors as is indicated on an Order Form to use the applicable Platform on behalf of Customer as “Customer Users”. Authorized User subscriptions are for designated Authorized Users and cannot be shared or used by more than one Authorized User, but may be reassigned to new Authorized Users replacing former Authorized Users who no longer require ongoing use of the applicable Platform. 

2.3 Authorized User Conditions to Use. 

As a condition to access and use of a Platform, (i) each Authorized User shall agree to abide by the terms of Zira’s end-user terms of use which it may adopt from time to time, (ii) Customer Users shall agree to abide by the terms of this Agreement, or a subset hereof, and (iii) Vendor Users shall agree to abide by the terms of the then-current Zira Vendor Terms of Service applicable to such Platform, and, in each case, Customer shall ensure such compliance. Customer shall immediately notify Zira of any violation of the terms of any of the foregoing by any Authorized User upon becoming aware of such violation, and shall be liable for any breach of the foregoing agreements by any Authorized User. 

2.4 Account Responsibility. 

Customer will be responsible for (i) all uses of any account that Customer has access to, whether or not Customer has authorized the particular use or user, and regardless of Customer’s knowledge of such use, and (ii) securing its Zira account, passwords (including but not limited to administrative and user passwords) and files. Zira is not responsible for any losses, damages, costs, expenses or claims that result from stolen or lost passwords. 

3. ADDITIONAL RESTRICTIONS AND RESPONSIBILITIES 

3.1 Software Restrictions. 

Customer will not, nor permit or encourage any third party to, directly or indirectly (i) reverse engineer, decompile, disassemble or otherwise attempt to discover or derive the source code, object code or underlying structure, ideas, know-how or algorithms relevant to a Platform or any software, documentation or data related to a Platform (“Software”); (ii) modify, translate, or create derivative works based on a Platform or any Software; (iii) use a Platform or any Software for timesharing or service bureau purposes or other computer service to a third party; (iv) modify, remove or obstruct any proprietary notices or labels; or (v) use any Software or a Platform in any manner to assist or take part in the development, marketing or sale of a product potentially competitive with such Software or Platform. For the avoidance of doubt, Software and the Services, including all user-visible aspects of the Services, are the Confidential Information of Zira, and Customer will comply with Section 4 with respect thereto. 

3.2 Customer Compliance. 

Customer shall use, and will ensure that all Authorized Users use, each Platform, Software, and the Services in full compliance with this Agreement, Zira’s end-user terms of use and all applicable laws and regulations. Customer represents and warrants that it (i) has accessed and reviewed any terms of use or other policies relating to a Platform provided by Zira, (ii) understands the requirements thereof, and (iii) agrees to comply therewith. Zira may suspend Customer’s account and access to each Platform and performance of the Services at any time and without notice if Zira believes that Customer is in violation of this Agreement. Although Zira has no obligation to monitor Customer’s use of a Platform, Zira may do so and may prohibit any use it believes may be (or alleged to be) in violation of the foregoing. 

3.3 Cooperation

Customer shall provide all cooperation and assistance as Zira may reasonably request to enable Zira to exercise its rights and perform its obligations under, and in connection with, this Agreement, including providing Zira with such access to Customer’s premises and its information technology infrastructure as is necessary for Zira to perform the Services in accordance with this Agreement. 

3.4 Training and Education. 

Customer shall use commercially reasonable efforts to cause Customer Users to be, at all times, educated and trained in the proper use and operation each Platform such Customer Users utilize, and to ensure that each Platform is used in accordance with applicable manuals, instructions, specifications and documentation provided by Zira from time to time. 

3.5 Customer Systems. 

Customer shall be responsible for obtaining and maintaining—both the functionality and security of—any equipment and ancillary services needed to connect to, access or otherwise use each Platform, including modems, hardware, servers, software, operating systems, networking, and the like. 

3.6 Restrictions on Export. 

Customer may not remove or export from the United States or allow the export or reexport of the Software or anything related to a Platform, Software or Services, or any direct product thereof in violation of any restrictions, laws or regulations of any United States or foreign agency or authority. 

3.7 DFARS. 

Software, each Platform and the Services and any documentation provided by Zira are deemed to be “commercial computer software” and “commercial computer software documentation” pursuant to Defense Federal Acquisition Regulation Supplement, codified under Chapter 2 of Title 48, United States Code of Federal Regulations, Section 227.7202, and Federal Acquisition Regulation, codified in Title 48 of the United States Code of Federal Regulations, Section 12.12. Any use, modification, reproduction, release, performance, display, or disclosure of the Software or documentation by the United States Government is governed solely by this Agreement and is prohibited except to the extent expressly permitted by this Agreement. 

4. CONFIDENTIALITY 

4.1 Confidential Information. 

Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has been, and may be, exposed to or acquired business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information”). Confidential Information of Zira includes non-public information regarding features, functionality and performance of each Platform and Software. Confidential Information of Customer includes non-public data provided by Customer to Zira to enable the provision of access to, and use of, the Services as well as all content, data and information recorded and stored by each Platform for Customer (“Customer Data”), but explicitly excludes Vendor Information (defined below). The terms and conditions of this Agreement, including all pricing and related metrics, are Zira’s Confidential Information. 

4.2 Exceptions. 

Notwithstanding anything to the contrary contained herein, Confidential Information shall not include any information that the Receiving Party can document (i) is or becomes generally available to the public, (ii) was in its possession or known by it prior to receipt from the Disclosing Party, (iii) was rightfully disclosed to it without restriction by a third party, or (iv) was independently developed without use of any Confidential Information of the Disclosing Party. 

4.3 Non-use and Non-disclosure. 

With respect to Confidential Information of the Disclosing Party, the Receiving Party agrees to: (i) use the same degree of care to protect the confidentiality, and prevent the unauthorized use or disclosure, of such Confidential Information it uses to protect its own proprietary and confidential information of like nature, which shall not be less than a reasonable degree of care, (ii) hold all such Confidential Information in strict confidence and not use, sell, copy, transfer reproduce, or divulge such Confidential Information to any third party, (iii) not use such Confidential Information for any purposes whatsoever other than the performance of, or as otherwise authorized by, this Agreement. 

4.4 Compelled Disclosure. 

Notwithstanding Section 4.3, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent necessary to comply with a court order or applicable law; provided, however that the Receiving Party delivers reasonable advance notice of such disclosure to the Disclosing Party and uses reasonable efforts to secure confidential treatment of such Confidential Information, in whole or in part. 

4.5 Remedies for Breach of Obligation of Confidentiality

The Receiving Party acknowledges that breach of its obligation of confidentiality may cause irreparable harm to the Disclosing Party for which the Disclosing Party may not be fully or adequately compensated by recovery of monetary damages. Accordingly, in the event of any violation, or threatened violation, by the Receiving Party of its obligations under this Section, the Disclosing Party shall be entitled to seek injunctive relief from a court of competent jurisdiction in addition to any other remedy that may be available at law or in equity, without the necessity of posting bond or proving actual damages. 

5. PROPRIETARY RIGHTS

5.1 Ownership. 

Customer shall own all right, title and interest in and to the Customer Data. Zira shall own and retain all right, title and interest in and to (i) each Platform, Software and the Services and all improvements, enhancements or modifications thereto, (ii) any software, applications, inventions or other technology developed in connection with the Services, and (iii) all intellectual property and proprietary rights in and related to any of the foregoing (collectively, “Services IP”). To the extent Customer acquires any right, title or interest in any Services IP, Customer hereby assigns all of its right, title and interest in such Services IP to Zira. 

5.2 Customer Data and Vendor Information License. 

Customer hereby grants to Zira a non-exclusive, transferable, sublicensable, worldwide and royalty-free license to use (i) Customer Data to provide the Services to Customer hereunder and as necessary or useful to monitor and improve a Platform, Software and the Services, both during and after the Term, and (ii) Vendor Information for any lawful purpose. “Vendor Information” means any Vendor list or Vendor contact information that is provided to Zira by Customer or uploaded to any Platform by or on behalf of Customer. For the avoidance of doubt, Zira may use, reproduce and disclose Platform-, Software- and Services-related information, data and material that is anonymized, or otherwise rendered not reasonably associated or linked to Customer or any other identifiable individual person or entity for product improvement and other lawful purposes, all of which information, data and material will be owned by Zira. It is Customer’s sole responsibility to back-up Customer Data during the Term, and Customer acknowledges that it will not have access to Customer Data through Zira or any Platform following the expiration or termination of this Agreement. 

5.3 No Other Rights. 

No rights or licenses are granted except as expressly set forth herein. 

6. FEES & PAYMENT 

6.1 Fees. 

Customer will pay Zira the then-applicable fees described in an Order Form, Invoice or Statement of Work, as applicable, in accordance with the terms set forth therein (“Fees”), including, for the avoidance of doubt, any fees incurred through Customer’s use of a Platform exceeding a services capacity parameter specified on an Order Form. 

6.2 Renewal.

Each Term shall automatically renew for subsequent periods of the same length as the initial Term, at list price without one-time discounts, unless either party gives the other written notice of termination at least thirty (30) days prior to expiration of the then-current Term.

6.3 Payment. 

Zira may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Zira thirty (30) days after the mailing date of the invoice (unless otherwise specified on the applicable Order Form). Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. In addition to any other remedies available, Zira may suspend Services in the event of payment delinquency. 

7. TERM AND TERMINATION 

7.1 Term. 

As laid out in previous and subsequent Order Forms or Invoices this agreement will remain in effect until the expiration, termination, or renewal of Client’s Subscription, whichever is earliest.

7.2 Termination. 

The Client may terminate a Subscription at any time during its Term; however the Client must pay all amounts due and owing before the termination is effective. 

If the Client terminates a Subscription to Zira within 30 days of the date on which the Subscription became effective or was renewed, no refunds will be provided and the Client must pay for the initial 30 days of the Subscription, but no payments will be due for the remaining portion of the terminated Subscription. If the Client terminates a Subscription to Zira at any other time during the term, the Client must payoff the remainder of the Term, and no refunds will be provided. Zira reserves the rights, at its own discretion, to provide refunds if deemed necessary.

7.4 Survival. 

Sections [3.1, 4–6, 7.2, 7.4, and 9–17] shall survive any termination or expiration of this Agreement. All other rights and obligations shall be of no further force or effect. 

8. WARRANTY AND DISCLAIMER 

8.1 Warranties. 

Zira represents and warrants that it will perform the Professional Services in a professional and workmanlike manner. Each party represents and warrants that it has the legal power to enter into this Agreement. Additionally, Customer warrants that (i) Customer owns or has a license to use and has obtained all consents and approvals necessary for the provision and use of all of the Customer Data that is placed on, transmitted via or recorded by a Platform and the Services; (ii) the provision and use of Customer Data as contemplated by this Agreement and each Platform and the Services does not and shall not violate any Customer’s privacy policy, terms of use or other agreement to which Customer is a party or any law or regulation to which Customer is subject to.

8.2 Disclaimer. 

EXCEPT AS EXPRESSLY PROVIDED HEREIN OR IN A STATEMENT OF SERVICE, Zira DOES NOT WARRANT THAT ACCESS TO THE PLATFORMS, SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES Zira MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. FURTHER, Zira MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO SERVICES PROVIDED BY THIRD PARTY TECHNOLOGY SERVICE PROVIDERS RELATING TO OR SUPPORTING A PLATFORM, INCLUDING HOSTING AND MAINTENANCE SERVICES, AND ANY CLAIM OF CUSTOMER ARISING FROM OR RELATING TO SUCH SERVICES SHALL, AS BETWEEN Zira AND SUCH SERVICE PROVIDER, BE SOLELY AGAINST SUCH SERVICE PROVIDER. THE PLATFORMS, SOFTWARE AND SERVICES ARE PROVIDED “AS IS,” AND Zira DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 

10. LIMITATION OF LIABILITY 

IN NO EVENT SHALL (I) EITHER PARTY’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY EXCEED IN THE AGGREGATE THE TOTAL FEES PAID OR OWED BY CUSTOMER AND VENDORS HEREUNDER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM (SUCH AMOUNT BEING INTENDED AS A CUMULATIVE CAP AND NOT PER INCIDENT), AND (II) EITHER PARTY HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, COVER, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS AND DISCLAIMERS SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. 

11. GOVERNING LAW AND DISPUTE RESOLUTION 

This Agreement is governed in all respects by the laws of the State of Delaware.

12. SECURITY 

Zira may, from time to time, host and/or maintain a Platform using a third party technology service provider and Customer acknowledges that Zira cannot offer any additional or modified procedures other than those put in place by such technology provider with respect to such technology service. 

13. PUBLICITY 

Customer agrees that Zira may identify Customer as a customer and use Customer’s logo and trademark in Zira’s promotional materials. Customer may request that Zira stop doing so by submitting an email to marketing@Ziraholdings.com at any time. Customer acknowledges that it may take Zira up to 30 days to process such request. Notwithstanding anything herein to the contrary, Customer acknowledges that Zira may disclose the existence and terms and conditions of this Agreement to its advisors, actual and potential sources of financing and to third parties for purposes of due diligence. 

14. NOTICES 

All notices, consents, and other communications between the parties under or regarding this Agreement must be in writing (which includes email and facsimile) and be addressed according to information provided on an Order Form. All notices, consents and other communications between the parties under a Statement of Services will be sent to the recipient’s address specified thereon. All communications will be deemed to have been received on the date actually received. Either party may change its address for notices by giving written notice of the new address to the other party in accordance with this Section. 

15. FORCE MAJEURE 

Zira is not responsible nor liable for any delays or failures in performance from any cause beyond its control, including, but not limited to acts of God, changes to law or regulations, embargoes, war, terrorist acts, acts or omissions of third party technology providers, riots, fires, earthquakes, floods, power blackouts, strikes, weather conditions or acts of hackers, internet service providers or any other third party or acts or omissions of Customer or any Authorized User. 

16. ASSIGNMENT 

Neither party may assign this Agreement to any third party without the prior written consent of the other; provided that no consent is required in connection with an assignment to an affiliate or in connection with any merger, reorganization, consolidation, sale of assets or similar transaction. Zira may sublicense any or all of its obligations hereunder. For the avoidance of doubt, a third party technology provider that provides features or functionality in connection with a Platform shall not be deemed a sublicensee under this Agreement. 

17. GENERAL PROVISIONS 

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement, together with Statement of Services entered into hereunder and all exhibits, annexes and addenda hereto and thereto is 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 this Agreement. 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 this Agreement, and neither party has authority of any kind to bind the other party in any respect whatsoever. In the event of a conflict between this Agreement and any Statement of Services, such Statement of Services shall prevail unless otherwise expressly indicated in this Agreement or such Statement of Services. The heading references herein are for convenience purposes only and shall not be deemed to limit or affect any of the provisions hereof. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words “hereof,” “hereby,” “herein,” “hereto,” and “hereunder” and words of similar import shall refer to this Agreement as a whole and not to any particular Section or paragraph of this Agreement; (ii) the words “include,” “includes” or “including” are deemed to be followed by the words “without limitation;” (iii) references to a “Section” or “Exhibit” are references to a section of, or exhibit to this Agreement; and (iv) derivative forms of defined terms will have correlative meanings.