These software as a service Terms and Conditions (the “T&Cs”) are made effective as between Zelo, the company described in the DEFINITIONS section below, and the entity or individual agreeing to acceptance agreement (the “Order Form”), which, with these T&Cs (along with exhibits), form the software as a service agreement (the “Agreement”) entered into by the parties. The Agreement is made effective as of the “Effective Date” set forth in the Order Form.
“Zelo” means the Zelo company described in the “Zelo Contracting Entity, Notices, Governing Law, and Venue” section below.
A. Zelo is a developer and marketer of software provided as a service, with the core components of the software remaining resident on servers maintained by Zelo, with access granted to the Customer, and with other benefits of use provided to the Customer, as set forth in the Agreement.
B. The Customer has an interest in utilizing the software and in receiving the related benefits.
C. For good and valuable consideration, the receipt, and sufficiency of which are hereby acknowledged, the parties have therefore agreed to enter into the Agreement.
(Last updated: November 11th 2020)
The Zelo service provided under the Agreement, as selected by the Customer from among any then-available options, variations or modules, offered by Zelo and as accepted by the Customer, is as set forth in the Order Form.
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.
To the extent that software proprietary to third parties (each, “Third-Party Software”) is provided as part of, or in connection with, the Service, the proprietors of any such Third-Party Software retain all right, title and interest in it. The Customer shall not seek, or permit others to seek on its behalf, any greater access to Third-Party Software than as set forth in the Agreement or use Third-Party Software for any purpose not expressly authorized under the Agreement or any applicable license for Third-Party Software.
Zelo grants the Customer, for the duration of the “Term” (as defined in Section 3 and as set forth in the Order Form), and subject to the full performance by the Customer of its covenants, representations and warranties under the Agreement, a non-exclusive, non-assignable, worldwide right to access and use the Service, under the terms of the Agreement, solely for the Customer’s business operations for access and use by the Customer’s designated fulltime and part-time employees (each, a “Recipient”) on devices under the ownership or control of the Customer, subject to the provisions of the Agreement.
Although Zelo may continue to refine and expand the capabilities of the Service, the Customer acknowledges and understands that entering into the Agreement is not contingent on the delivery of any future functions or features, nor is it dependent on any oral or written comments made by Zelo regarding any future functions or features.
The Customer hereby agrees to the acceptable use policy (the “AUP”) of Zelo, which Zelo may supplement, replace or amend at its discretion, as set forth in the AUP. The current version of the AUP is attached to these T&Cs and made a part of it.
In the Order Form, the Customer has chosen a Term, usually but not limited to quarterly or annually. For either option selected, the Customer will receive services and pay fees based on the number of Recipients in the application during the selected Term.
In the Order Form, the Customer has chosen the number of Recipients from among its audience who shall have access to the Service during the Term. The Customer will be provided with unique log-in credentials for Administrator Users as required when his or her access is activated. Administrator Users have the ability to compose content, send messages and/or monitor communication analytics to some or all Recipients. The Customer may so add and it may remove authorized Recipients at any time during the Term, up to its total number of permitted Recipients provided for in the Order Form. In the event that the Customer shall reach its limit of permitted Recipients, it must take care to deactivate an existing Recipient before adding a new one or be subject to additional fees as set forth in this Subsection 2(b). In the event that the Customer shall thereby increase its total number of permitted Recipients for the applicable Term over and above the number permitted under the Order Form, it shall pay a prorated increase in fees accordingly for the remainder of the Term, including any renewal of the Term (unless, as to any such renewal period, the number of Authorized Users shall be expressly modified by the parties prior its commencement). Any such increase will appear on the next invoice. In the event that the Customer shall thereby decrease its total number of permitted Recipients for the applicable Term, it shall not receive a reduction in any fees for the remainder of the Term but shall receive a prorated decrease in fees for any renewal of the Term. In the event that the Customer shall desire that the Agreement be amended during the Term so as expressly to increase its total of Recipients for the Term and any renewal, it shall do so by giving notice from its email address for receipt of notices to Zelo at its email address for the receipt of email notices (for each party, its “Notice Email Address”), as provided in the Order Form. At all times during the Term, the foregoing adjustments to fees shall be subject to any increases in pricing by Zelo as otherwise provided in the Agreement.
Requests for change in the Service and in levels of technical support, as provided under Section 4, can be submitted at any time directly to a customer relations representative. Any such changes may result in an alteration in fees paid by the Customer under the Order Form and may require supplemental documentation to be executed by the parties in good faith. In the event that the Customer shall alter or revise its Services plan during the Term, all Recipients will immediately be moved to the new Services plan.
The Term of the Agreement (the “Term”) shall commence as of the Effective Date set forth on the Order Form and shall continue according to this Term, as selected in the Order Form. Unless otherwise expressly set forth in the Order Form: (i) quarterly Terms shall commence on the Effective Date and continue, for each renewal of the quarterly Term, through the same date on succeeding quarters, until canceled; and (ii) annual terms shall commence on the Effective Date and shall continue through the day before the first anniversary of the Effective Date and continue in the same manner for each renewal of the annual Term thereafter, until canceled.
At the expiration of the initial Term and each renewal of the Term thereafter, the Agreement shall automatically renew on either a quarterly or annual basis, as selected in the Order Form. In the event that the Customer shall desire to cancel the Agreement, it must send Zelo notice of cancelation of the Agreement no later than thirty (30) days prior to the expiration date of the Term by notice from its Notice Email Address to Zelo at its Notice Email Address.
The Customer acknowledges that Zelo offers a standard level of support during the Term. Zelo reserves the right to modify, add or terminate types and levels of support on reasonable notice to the Customer. Business Hours are subject to change by Zelo either by a posting at https://www.zeloapp.com/ or by notice from its Notice Email Address to the Customer at its Notice Email Address.
It is the goal of Zelo, but not its obligation, to provide an initial response to requests for support, at any level, within 5 hours from receipt during Business Hours and within a few hours from receipt (possibly into the next business day in the case of nighttime requests), if made after Business Hours.
All requests for support must be submitted to the Zelo support team by methods provided to the Customer from time to time and that, subject to change on reasonable notice, currently include support with a representative during Business Hours at www.zeloapp.com/knowledgebase . In the alternative, the Customer may email for support at firstname.lastname@example.org; that email address will be checked regularly. Updates to support requests will be provided on a timely basis, based upon urgency and available resources at Zelo at the time of request.
All support will be provided in English. From time to time, Norwegian and other languages may be options, depending on availability.
Documentation concerning use of the Service and support for the Service will be available and updated from time to time. It currently can be found at: www.zeloapp.com/knowledgebase
From time to time during the Term, Zelo may make enhancements, updates, upgrades and improvements, as well as provide additional features for the Service (together, “Modifications”). Modifications may be provided without advance notice.
Zelo shall provide the Service to the Customer with a “System Availability Percentage” of at least ninety-nine and one-half percent (99.5%) during each calendar month during the Term, prorated for partial months. Service Availability Percentage” shall mean the accessibility of the key components and modules of the Service to Recipients, expressed as a percentage of the total hours during any applicable calendar month or partial calendar month, as the case may be.“Service Availability Percentage” will not include any minutes of downtime resulting from scheduled maintenance, a “Force Majeure Event” (as defined below), malicious attacks on the Service or the networks utilizing or containing key components or modules, issues associated with the Customer’s applicable electronic devices, local area networks or internet service provider connections, or the Customer’s acts or omissions under the Agreement or applicable law.
The Service Availability Percentage shall not apply as to: (i) any “Force Majeure Event” (as defined below); (ii) downtime caused by any actions or inactions of Customer or any third party; (iii) the failure of equipment or software not within the primary control of Zelo; or (iv) arising from any suspension or termination of the Service in accordance with the terms of the Agreement.
Zelo may take the Service offline for scheduled maintenance on seventy-two (72) hours’ advance written notice to the Customer, which may be given from the Zelo Notice Email Address to the Customer at its Notice Email Address. Zelo shall use reasonable commercial and systems maintenance efforts to schedule routine maintenance outside Business Hours Eastern Time (USA).
Zelo may take the Service offline and therefore unavailable to the Customer at any time for emergency maintenance. Zelo shall use reasonable commercial and system maintenance efforts to reserve emergency maintenance periods to the installation or replacement of critical security patches and performance of emergency repair of Service functions.
The Customer shall be responsible for paying the fees and other charges set forth in the Order Form or as later agreed upon by the parties in writing.
Pricing shall be calculated and invoices paid based in upon the level of Service, number of Recipients and any other factors referenced in the Order Form. If the Customer should, during any billing period, add Recipients, thereby raising the total number of Recipients, or upgrade its level of Service, the applicable increase will be prorated for the remainder of that billing period and added to the invoice for the next billing period.No refunds shall be given in the event that the total number of Actual Recipients shall at any time during the Term be less than those provided for in the Order Form. For the avoidance of doubt, at any time during the Term, the Customer can add and remove Recipients without any pro-rated charges being incurred if and only if the number of Recipients never exceeds the number set forth in the Order Form, as that number may have been revised for the balance of the Term or modified as to any renewal of the Term.
Unless expressly stated to the contrary in the Order Form, Zelo shall invoice the Customer in advance, commencing as of the Effective Date and as of the commencement of each renewal of the Term, for payment to be made in full within the Payment Terms written on invoices in each instance.Payment shall be by wire transfer, by credit/debit card or ACH payment processing, as provided by Zelo from time to time. The Customer will designate in writing (which may be by email from its Notice Email Address to Zelo at email@example.com the individual to whom billing and payment information should be delivered.
From time to time, on advance notice prior to the end of the Term, which notice may be given from and to the respective Notice Email Addresses of the parties, Zelo may adjust its fees and charges schedule as it applies to the Service and related benefits selected by the Customer. For an annual Term, that notice shall be given no later than sixty (60) days prior to the conclusion of the then-current Term. For the avoidance of doubt, the notice shall be given earlier than sixty (60) days prior to the automatic renewal having gone into effect. For a quarterly Term, any such notice of increase shall go into effect no sooner than the second quarter after the quarter in which it shall have so been given. Nothing contained in this Subsection 6(d) shall be deemed to alter the automatic renewal, cancelation and termination provisions of the Agreement.
All invoices shall be paid as set forth in the Agreement, regardless of any dispute as between the parties. In the event that the Customer should dispute any invoice, however, it shall so notify Zelo within sixty (60) following the date of the invoice. That notification shall be in writing, from and its Notice Email Addresses to Zelo at firstname.lastname@example.org and shall state in detail the basis and cause of the dispute (each, a “Notice of Dispute”). All invoices for which no Notice of Dispute shall have been timely given shall be deemed accepted in full. The parties shall confer and reasonably cooperate to resolve the issues raised in the Notice of Dispute; resolution shall be concluded within sixty (60) days from delivery of the Notice of Dispute. In the event that Zelo shall have concluded that any portion of the disputed sums should not be paid, it will credit that amount against immediately succeeding payments owed by the Customer.
Each party shall be solely responsible for any payment of taxes arising from that party’s performance of its obligations under the Agreement.
Any amount not paid when due will bear interest from the due date until paid at a rate equal to one- and one-half percent (1.5%) per calendar month (eighteen percent (18%)) annually or the maximum allowed by law, whichever is less.
The parties shall respectively maintain standard and customary network and data security practices during the Term and shall reasonably cooperate in the event of any breach or compromise of data.
Zelo may anonymously compile statistical information related to the performance of the Service for purposes of improving the Service as long as that use shall not disclose personally identifiable information to any unaffiliated third party.
The Customer shall be fully and solely responsible for maintaining all necessary or required backups of its information and its systems used in connection with the Service. The Customer shall implement appropriate safeguards to prevent unauthorized access to, use of, or disclosure of “Confidential Information” (as defined below) as well as personal identifiable information of any individual, group or entity for receipt and storage of information processed in that manner.
Zelo understands the importance of data protection and will use reasonable commercial efforts to protect the data in its possession and care, including, without limitation, data accumulated by the Service. The Customer acknowledges that Zelo may provide the Service via its private cloud or by use of shared or borrowed systems and data storage facilities.
The Customer shall comply with all applicable laws and regulations regarding the notification of individuals in the event of an unauthorized release of Confidential Information.
Within twenty-four (24) hours following the discovery of any data breach of any of the Customer’s systems, the Customer shall notify Zelo, and any other parties required for which notification is required by applicable law or regulation. Notification may be made by email to the Zelo Notice Email Address.
The Customer is obligated to comply with all federal, state, and local laws regulations concerning the transition of telecommunications services.
The Customer shall be responsible for implementing, maintaining, and updating all necessary and proper procedures and software for safeguarding against computer infection, viruses, worms, Trojan horses, and other code that manifest contaminating or destructive properties (collectively “Viruses”).
The Customer shall abide by all local and international laws and regulations applicable to its use of the Service, use the Service only for lawful purposes, and comply with the AUP.
The Customer shall not upload or distribute, or permit the uploading or distribution, of any files that contain Viruses, corrupted files, or any other similar software or programs that may damage the operation of the Service.The Customer shall not modify, disassemble, decompile or reverse engineer the Service, probe, scan, test the vulnerability of, or circumvent any security mechanisms used by, websites, applications, servers or networks connected to the Service or associated with its use; take any action that imposes an unreasonably or disproportionately large load on any of those facilities; copy or reproduce, or permit the copying or reproduction of, the Service; access or use any other clients’ or their users’ data through the Service; maliciously or negligently reduce or impair the accessibility of the Service, use the Service to post, promote, or transmit any unlawful, harassing, libelous, abusive, threatening, harmful, hateful, or otherwise objectionable material; or transmit or post any material that encourages conduct that could constitute a criminal offense or to give rise to civil liability.
In the event that the Customer receives notice that any item of content used on or in connection with the Service must be removed, modified or disabled to avoid violating applicable law, third-party rights, or the AUP, the Customer will promptly do so and alert Zelo at its Notice Email Address. If the Customer does not promptly so respond, or if, in the judgment of Zelo, further violation of any such notice is likely to occur, Zelo may disable the applicable content or, if it deems necessary, all access to the Service by the Customer and the Recipients. If requested by Zelo, Customer shall confirm that deletion and discontinuance of use in writing, and Zelo shall thereupon be deemed authorized to provide a copy of that confirmation to any third party claimant or governmental authority, as applicable. In the event that any such notice is received directly by Zelo as to use of the Service by the Customer or Recipients, in addition to requiring the foregoing of the Customer, Zelo may, at its option, disable the applicable the applicable content or, if it deems necessary, all access to the Service by the Customer and the Recipients.
Each party represents and warrants to the other as follows:
The party is validly organized and existing under the laws of the jurisdictions of its respective organization.
The party has the authority and capacity to enter into the Agreement.
The Agreement constitutes a legal, valid, and binding obligation, enforceable against the party according with its terms.
The party is not under any restriction or obligation that could reasonably be expected to affect the party’s performance of its obligations under the Agreement.
The party’s execution, delivery, or performance of its obligations under the Agreement will not breach or result in a default under its articles, bylaws, operating agreement or similar agreement; any law or regulation to which it is subject; any judgment, order, or decree; or any agreement to which it shall be a party or by which it shall be bound.
The party holds all permits and other authorizations necessary to own, lease, and operate its properties and to conduct its business as it is now carried on.
There are no legal proceedings pending, threatened, or foreseeable against the party that would affect that party’s ability to complete its obligations under the Agreement.
The party has not taken or authorized any proceedings related to that party’s bankruptcy, insolvency, liquidation, dissolution, reorganization, or winding up.
The Customer hereby holds harmless Zelo, its parent, subsidiary, and affiliated companies; and each of their officers, directors, equity holders and representatives; from and against any loss or damages, including, without limitation, reasonable attorneys’ fees and expenses, as to the breach or threatened breach of any of the foregoing representations and warranties of the Customer.
(a) THE SERVICE AND ALL RELATED SOFTWARE, HARDWARE, FUNCTIONS, MAINTENANCE, AND SUPPORT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” OTHER THAN AS EXPRESSLY SET FORTH ABOVE, AND TO THE FULLEST EXTENT PERMITTED BY LAW, ZELO MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. ZELO EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.
(b) WITHOUT LIMITATION TO THE FOREGOING, ZELO MAKES NO WARRANTY THAT: (i) THE SERVICE WILL MEET ANY REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE WILL BE ACCURATE AND RELIABLE; (iv) THE QUALITY OF THE SERVICE, THE INFORMATION PROVIDED OR OTHER MATERIALS OBTAINED THROUGH THE SERVICE WILL MEET THE CUSTOMER’S EXPECTATIONS; OR ANY (v) ERRORS, DEFECTS OR FAILURES IN THE SERVICE WILL BE CORRECTED.
(c) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICE IS PROVIDED OR ACCESSED AT THE CUSTOMER’S OWN DISCRETION AND RISK; AS BETWEEN THE PARTIES, THE CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR ANY LOSS OF ITS DATA.
IN NO EVENT SHALL ZELO,ITS AFFILIATES, OTHER RELATED ENTITIES, SUBSIDIARIES, JOINT VENTURES, PARTNERS,ENTITIES IN SUBSTANTIAL COMMON CONTROL OR THEIR RESPECTIVE EQUITY HOLDERS,OFFICERS, DIRECTORS, OR EMPLOYEES (TOGETHER, THE “ZELO PARTIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, COMPENSATORY, SPECIAL, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES WHICH MAY ARISE, DIRECTLY OR INDIRECTLY, FROM ACCESS TO, BROWSING, USE OF, OR INABILITY TO USE THE SERVICE, INCLUDING, WITHOUT LIMITATION, DATA, TEXT, IMAGES, VIDEO, AUDIO, COMPUTER SYSTEM, PHONE LINE,HARDWARE, SOFTWARE OR PROGRAM MALFUNCTIONS, OR ANY OTHER ERRORS, FAILURES OR DELAYS IN COMPUTER TRANSMISSIONS OR NETWORK CONNECTIONS, EVEN IF ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. IN NO EVENT SHALL THE LIABILITY OF ZELO UNDER THE AGREEMENT EXCEED ANY FEES IT SHALL HAVE RECEIVED FROM THE CUSTOMER DURING THE TWELVE (12) CALENDAR MONTHS PRIOR TO THE LIABILITY HAVING BEEN INCURRED.
The parties acknowledge that, during the course of their performance under the Agreement, each party may learn “Confidential Information” (as defined above) of the other party or proprietors of Third-Party Software. Each party agrees to take reasonable steps to protect Confidential Information and further agrees that it shall not: (i) use Confidential Information except as required in the normal and proper course of performing under the Agreement; (ii) disclose Confidential Information to a third party not authorized to receive it as provided under the Agreement; or (iii) allow third-party access to Confidential Information (except as may otherwise be required by law or regulation, with allowance of sufficient time for the other party to seek a protective order or other appropriate remedy) without, in each case, obtaining prior written approval of the other party. For the avoidance of doubt, Confidential Information may be provided by a party to its attorneys, accountants, and its other professionals, on a confidential basis.The forgoing restrictions shall continue as to any item of Confidential Information for as long as the confidential nature of that information shall be maintained. In the event that the confidentiality obligations as to any Confidential Information related to Third-Party Software shall, by the terms of the license of that software, exceed those provided under the Agreement, on due notice of those confidentiality obligations by Zelo, which may be given by email to the Customer at its Notice Email Address, those greater obligations shall in all respects control.
In protecting the Confidential Information, the receiving party shall exercise at least the same degree of care as it uses with its own Confidential Information but in no event less than reasonable care.
The Customer represents and warrants that it is not located in, under the control of, or a national or resident of, any country to which the United States has embargoed the import or export of goods, is on the United States Treasury Department’s List of Specially Designated Nationals, or United States Commerce Department’s Table of Deny Orders.
Zelo may discontinue the Customer’s subscription and terminate the Agreement for convenience at any time, on due advance written notice to the Customer at its Notice Email Address. In the event of any such termination, the Customer will be responsible only for those fees due and owing through the date of termination and shall be entitled to a refund of the prorated value of the unused portion of the period for which payment for Services shall have been made. In the event of a missed payment, however, or if Zelo should reasonably come to believe that there has been misconduct or breach in performance by the Customer or any Administrator User or Recipient under the Agreement, Zelo shall have the right to discontinue the Customer’s subscription and terminate the Agreement for cause and without prior notice, and the Service will no longer be available for use. In the event of any such discontinuance or any such termination for cause, the Customer will remain liable for payment of all amounts due under the Agreement through the agreed-upon completion of its Term (but without considering any automatic renewal).
In addition to its right of cancelation referenced Subsection 3(b), the Customer may terminate the Agreement following the uncured material breach by Zelo.The Customer must notice any claim of such a material breach, stating the reasons with particularity, after which Zelo shall have thirty (30) days in which to cure any such breach in material respects. In the event that the Agreement is terminated by notice by the Customer for the failure so to cure, the Customer shall be entitled to a refund of the prorated value of the unused portion of the period for which payment for Services shall have been made. Notices under this Subsection 18(b) shall be given as set forth in Subsection 20(a).
The Customer and the Recipients shall cease all use of the Service upon the expiration or the effective date of any prior termination.
The Customer will have thirty (30) days from the date of cancelation or termination, other than due to material breach by the Customer, to retrieve any of data that the Customer shall desire to retain and to which it shall be entitled under the Agreement and applicable law.
Each Party represents and warrants that it has the right and has obtained all necessary equity holder, board of directors or managerial approvals, as the case may be, to enter into the Agreement.
These Terms and Conditions, together with its preamble, recitals, attachments, schedules, exhibits, and the Order Form are, together, the full and final Agreement between the parties. Zelo and the Customer may be parties to additional or further agreements such as, without limitation, the terms of service for the primary website of Zelo and its affiliates. As to the terms of the provision of the Service and other subjects of the Agreement, however, the Agreement shall in all events control and shall supersede any other agreements or understandings between the parties, including, without limitation, website terms of service in whatever form and whenever made effective.
Sections 6 through 9, 11 through 16, 19 and 20 and the payment provisions of the Order Form shall survive the expiration or prior termination of the Agreement. If any portion of the Agreement is declared or deemed unenforceable or invalid, the agreement shall be interpreted so as to remain enforceable and valid without that portion. Headings are for convenience only and may not be considered in the interpretation of the Agreement. Where appropriate in context, any shall be deemed to include all, each to include every, the singular to include the plural, the masculine to include the feminine, and vice versa.
The Agreement can be amended only by a writing signed by both parties.
The Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.The Customer may not assign the Agreement or any rights under it, nor may it delegate any of its duties or obligations under the Agreement, without the prior written consent of Zelo. Zelo may assign the Agreement or any of its rights and obligations under the Agreement, effective upon notice to the Customer, to any subsidiary or affiliate, or in connection with any sale, transfer, or other disposition of all or substantially all of its business or assets, but only if the assignee assumes all of the performance obligations of Zelo.
Except as expressly provided in the Agreement for notice by email, the parties shall give all notices and communications between the parties in writing by personal delivery, a nationally-recognized, next-day courier service, first-class registered or certified mail, postage prepaid, fax, or electronic mail to the party’s address specified in the Order Form. Any notice so given will be effective on the other party’s receipt of it or, if mailed, the earlier of the other party’s receipt of it and the fifth (5th) business day after mailing it.
The Zelo entity entering into this Agreement, the address to which Customer should direct notices under this Agreement, the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on which Zelo entity has signed the Order Form.
If the Zelo entity who signed the Order Form is:
The Zelo entity entering into this Agreement is:
Notices should be addressed to:
Governing law is:
Court with exclusive jurisdiction is:
Zelo, Inc, a Delaware corporation
470 Ramona St. Palo Alto CA 93401 USA
State of Delaware
The Delaware Court of Chancery, Delaware, USA
Zelo AS, registered in Norway
Hospitalsgata 6, 4006 Stavanger, Norway
Stavanger Tingrett, Norway
The Agreement and any dispute arising out of it or related to its subject matter shall be governed by the laws in the table above.
Each party hereby irrevocably consents to the exclusive jurisdiction and venue described in the table above, in connection with any matter arising out of, or relating to, the Agreement.
Any controversy or claim arising out of, or relating to, the Agreement or its breach shall be submitted to arbitration by or through the International Institute for Conflict Prevention & Resolution, under its non-administered arbitration rules applicable to commercial disputes. Arbitration shall be before a single arbitrator, in English, in Delaware, USA. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction.
Each party hereby irrevocably agrees that process may be served on it in any manner authorized by the laws in the table above, and waives any objection which it might otherwise have to service of process under the laws in the table above.
Neither party’s failure or neglect to enforce any rights under the Agreement will be deemed to be a waiver of that party’s rights.
A party shall not be liable for any failure of or delay in the performance of the Agreement as are sult of any act of God, fire, flood, epidemic, pandemic, storm damage, power outage, act of war, vandalism or terrorism, labor action, or riot or other civil disobedience (each, a “Force Majeure Event”) for the period that theForce Majeure Event shall be beyond the reasonable control of that party.
Nothing in the Agreement shall be deemed to create any special relationship between the parties, such as a partnership, joint venture, or other business affiliation between the parties other than as contracting parties. Neither party will have the authority to, and will not, act as agent for or on behalf of the other party or represent or bind the other party in any manner.
The Agreement maybe executed as provided in the Order Form. If no method is there provided, it shall be deemed to have been entered into upon electronic exchange between the parties of a manually or electronically countersigned Order Form.
This acceptable use policy (the “AUP”) outlines unacceptable use of the Service by the Customer andRecipients. This AUP provided under, and in addition to, the agreement (the“Agreement”) between Zelo and the named customer (the “Customer”), the definitions of which are incorporated into this AUP by reference Zelo may supplement, replace or amend this AUP from time to time on reasonable notice to the Customer, which may be given by email.
Prohibited uses and activities include, without limitation, any use of the Service in a manner that, in Zelo’s reasonable judgment, involves, facilitates, or attempts any of the following:
Questions about this AUP and reports of violations of this AUP should be directed to Zelo at email@example.com.
Henrik Jesman Sunde