General Terms and Conditions

Definitions

"Zelo" means the Zelo company described in the "Zelo Contracting Entity, Notices, Governing Law, and Venue" section below.

Recitals

• Zelo is a developer and marketer of software provided as a service, with the core components remaining resident on servers maintained by Zelo, with access granted to the Customer.
• The Customer has an interest in utilizing the software and in receiving the related benefits.
• For good and valuable consideration, the parties have agreed to enter into the Agreement.

1. Software Service and Access

(a) The Service

The Zelo service provided under the Agreement, as selected by the Customer from among any then-available options, variations or modules, is as set forth in the Order Form.

(b) Primary Function

The primary function of the Service is to help the Customer in its efforts to distribute messages to a selected audience internally or externally and collect analytics.

(c) Third-Party Software

To the extent that software proprietary to third parties is provided as part of, or in connection with, the Service, the proprietors retain all right, title and interest in it.

(d) Access

Zelo grants the Customer a non-exclusive, non-assignable, worldwide right to access and use the Service, subject to the provisions of the Agreement.

(e) Future Features

Entering into the Agreement is not contingent on the delivery of any future functions or features.

(f) Acceptable Use Policy

The Customer agrees to the acceptable use policy ("AUP"), which Zelo may supplement, replace or amend at its discretion.

2. Subscriptions and Recipients

(a) Types of Subscriptions

In the Order Form, the Customer has chosen a Term, usually but not limited to quarterly or annually.

(b) Identifying Recipients

The Customer chooses the number of Recipients who shall have access during the Term. Administrator Users have the ability to compose content, send messages and monitor analytics.

(c) Requests for Change

Requests for change in Service and support levels can be submitted at any time directly to a customer relations representative.

3. Term and Renewal

(a) Initial Term

The Term commences as of the Effective Date set forth on the Order Form.

(b) Automatic Renewals

The Agreement shall automatically renew on either a quarterly or annual basis. Cancellation requires notice no later than thirty (30) days prior to the expiration date.

4. Technical Support

Zelo offers a standard level of support during the Term. The goal is an initial response within 5 hours during Business Hours. Requests can be made at support@zeloapp.com or through the knowledge base.

5. Service Levels

Zelo provides the Service with a System Availability Percentage of at least 99.5%during each calendar month. Scheduled maintenance occurs on 72 hours' advance written notice. Emergency maintenance may take the Service offline at any time.

6. Financial Terms

The Customer pays the fees set forth in the Order Form. Pricing is calculated based on the level of Service, number of Recipients and other factors. Zelo invoices in advance, with payment due within the Payment Terms written on each invoice.

7. Taxes

Each party is solely responsible for any payment of taxes arising from that party's performance of its obligations under the Agreement.

8. Late Payments

Any amount not paid when due bears interest from the due date at 1.5% per calendar month (18% annually) or the maximum allowed by law, whichever is less.

9. Data Protection

The parties maintain standard network and data security practices. Zelo may anonymously compile statistical information related to Service performance. The Customer is solely responsible for maintaining backups of its information.

10. Notification of Security Breaches

Within 24 hours following discovery of any data breach, the Customer shall notify Zelo and any other parties required by applicable law.

11. Obligations of the Customer

The Customer must comply with all federal, state, and local laws; implement anti-virus measures; use the Service only for lawful purposes; not upload Viruses or corrupted files; and promptly remove content that violates law, third-party rights, or the AUP.

12–17. Warranties, Indemnity, Liability, Confidentiality, Export

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." ZELO DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING MERCHANTABILITY, FITNESS FOR PURPOSE, AND NONINFRINGEMENT. Liability is capped at fees received during the prior 12 months. Each party protects the other's Confidential Information with reasonable care. The Customer is not located in any embargoed country.

18. Termination

Zelo may terminate for convenience on advance written notice. The Customer may terminate following an uncured material breach by Zelo.

19. Effect of Cancellation

The Customer ceases all use of the Service. The Customer has 30 days from cancellation to retrieve any data.

20. General Provisions

The Terms, with exhibits and Order Form, constitute the entire Agreement. Sections 6–9, 11–16, 19 and 20 survive termination. Amendments require a writing signed by both parties.

Zelo Contracting Entity, Governing Law, and Venue

Exhibit A - Acceptable Use Policy

Prohibited uses include, without limitation, any use of the Service that involves:

• violating any law or committing tortuous or unlawful conduct
• displaying content that is obscene, pornographic, lewd, hateful, lascivious, or violent
• advocating violence against any government, organization, group, individual or property
• violating copyright or intellectual property rights
• obtaining unauthorized access to any system, network, service, or account
• interfering with service to any user or network
• introducing viruses, worms, harmful code or Trojan horses
• sending unsolicited messages or e-mail
• holding Zelo or its affiliates up to public scorn or ridicule
• reselling any element or module of the Service
• misrepresenting the relationship with Zelo

Reports of violations should be directed to notice@zeloapp.com.

Contact Information

Henrik Jesman Sunde · notice@zeloapp.com