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By agreeing to (or issuing a purchase order in relation to) a Services quote, order form or otherwise ordering through including but not restricted to the websites, services or contacting by any means "Zalter S.R.L." - a Limited Liability Company incorporated in Romania under the VAT ID RO33282560, hereafter called "Company", "Zalter", "us", "we"; you, and the legal entity you represent, hereafter called "Customer" agree to and accept all the terms of this Agreement. By entering into this Agreement, the Customer legally represents their full authority for binding the represented party or such entity as presented by the Customer, and all of its affiliates and subsidiaries as well as but not limited to the natural person representing the Customer in this Agreement.
Please note that Zalter may modify the terms and conditions of this Agreement in accordance with Section 1.2.
1.1 Zalter provides its cloud based user authentication and customer on-boarding platform and services which may include software, client applications, SDKs APIs as well as hosted subscription based services (collectively hereafter named "Service" or "Services") to the Customer pursuant these Terms of Service (the "Agreement"). If the Customer or its representative doesn't have such authority, or the Customer does not agree to all the terms of this Agreement, the Customer is not allowed to use the Services. Subject to the terms of this Agreement, all reasonable efforts will be used by us limited to their commercial viability to provide the Customer with the Services as well as technical support within the Company's standard practices.
1.2 We reserve the right to change and / or modify parts of this Agreement at any time. If we decide to make such changes the Company endeavours to notify the Customer through at the very least its website and depending on the communication settings set by the Customer as well as one of the communication methods chosen by the Customer should the Customer have subscribed to any such communication methods. Any such changes will become effective no earlier than 14 (fourteen) days after being publicly posted on the Company presentation website "Terms of Service" page, and such notification will have the latest update date to this Agreement.
1.3 Changes and Modifications brought to the Agreement can be made effective immediate in cases where such changes are required by: the laws in effect, data processing and security or us being notified about loopholes in either the Agreement or any of our Services.
1.4 On any of the changes mentioned on the points above, the Customer may stop using the Services, in the case they no longer agree to this Agreement or its changes. Continued use of the Services past the changes effective date, means the express agreement to this Agreement and all of its changes.
1.5 From "time to time" (tm), the Customer MAY be invited to try certain features of our Services at no monetary charge for a free trial or market feasibility purpose, or if such features or Services are not generally available (ga) to other customers (features hereafter collectively called "Evaluation Services"). Evaluation Services may be designated as "beta", "pilot" "evaluation", "trial", "limited release", "special offer" or any similar term. Evaluation Services are for the Customer's internal evaluation purposes only and are not meant for production use, nor can they be construed as being part of the Services under this Agreement and, as such, do not have to be supported, are provided "as is" without warranty of any kind and may be subject to additional terms and conditions on a per-feature basis. Unless otherwise stated, any Evaluation Services trial period extends for up to 60 days from the start of use or offer date. Zalter may discontinue the Evaluation Services at any time at its sole discretion and may never make them generally available or otherwise usable. We can not be held liable nor responsible for any harm or damage arising out of or in connection to any such Evaluation Services, and they are provided without any warranty including but not limited to the implicit warranty of merchantability or any purpose.
1.6 Discontinuation of the Services will be notified by the Company at least 12 months in advance to such discontinuation or any associated material functionality unless the Company replaces the discontinued Service with a similar Service, functionality or adds its functionality as features to another Service. Furthermore, the Company, will notify the Customer at least 3 months before significantly modifying a Customer-facing API in a backwards incompatible manner. Nothing in this Section (1.6 - Discontinuation of the Services) limits the Company to make changes required to comply with the applicable law, address security risks or avoid substantial economic, material or technical burdens. The Section 1.6 - Discontinuation of Services, does NOT apply to Services that are not generally available (ga), offers or Evaluation Services as presented in section 1.5 of this Agreement.
2.1 The Customer will use the Services exclusively as permitted herein to integrate the Services in any Customer Application that has material value independent of the Services, in accordance with this Agreement, and subject to the terms, conditions and restrictions of this Agreement and / or other agreement superseding this Agreement (including but without limitation to any capacity or Service quota limits ). The Customer agrees that they will not, directly or indirectly: reverse engineer, decompile, de-obfuscate, disassemble or otherwise attempt to or get into possession of or discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or other software the Customer enters into possession of in relationship with the Services, modify, translate, create derivative works (except to the extent expressly permitted by the Company in this Agreement or other agreement superseding it) or use the Services to develop products that are in direct competition with the Services themselves or the Company.
2.2 The Customer represents, covenants, and warrants that the Customer and its end users will use the Services only in compliance with this Agreement and all restrictions presented in this agreement, policies and codes of conduct in effect as well as all applicable laws and regulations ( including, but without limitation, those relevant to privacy, spam and intellectual property). Although Zalter has no obligation to monitor the Customer's use of the Services, or its end users, Zalter is allowed to and may do so and may prohibit the use of the Services or disable API endpoints wherever Zalter has reasons to think that the Customer or its end users may be or alleges them to be in breach of this Agreement.
2.3 Zalter allows any third parties to create articles explaining exclusively ways to integrate or build libraries integrating with the Services as well as content, third party websites, responses on forums or other helpful resources as long as they paint a correct representation of the Services or the ways to integrate or use the Services in accordance with this Agreement. Zalter, however, has no control over such external resources and will therefore not be held accountable for any misinformation presented in these resources neither directly nor indirectly. The Customer agrees hereby to hold Zalter harmless from and against any damages, harm, liabilities, losses or expenses arising from or related to such third party services derived from the use thereof.
2.4 The Customer is responsible for any consents and notices required to permit: (a) the Customer's use and receipt of the Services, (b) Zalter accessing, storing, processing and otherwise using the data provided by the Customer including end user data, if applicable; under this Agreement.
2.5 Zalter may provide Documentation for the Services it offers to the Customer and its end users.
2.6 The Customer or its end users may provide suggestions on improvements to the Services in any form including but not limited to feedback. Should such suggestions be provided, Zalter may use the provided feedback or suggestions without restriction and without any obligation to the Customer. Any suggestions provided regardless of the way they were provided will be considered as falling under this section 2.6.
2.7 The Customer is solely responsible for ensuring and maintaining a valid payment source for their account and in the case of failed payments, the Customer is responsible for making the payment within less than 10 working days from the date of the invoice. Failure to do so may attract the suspension of the Services, the account and any associated data may be deleted.
2.8 The Customer is responsible for any taxes and will pay Zalter for the services without reduction for such taxes. If Zalter is obligated to collect or pay taxes in relationship with providing the Services to the Customer, the Taxes will be invoiced to the Customer and the Customer will pay such taxes to Zalter unless the Customer produces in a timely manner a valid tax exemption certificate in respect to those taxes. The Customer is obligated to provide where applicable any tax identification relevant for the purpose of the contractual obligation presented in this Agreement and in accordance with tax regulations and authorities in applicable jurisdictions. The Customer will be liable to pay or reimburse Zalter for any taxes, interests, penalties or fines arising from any mis-declaration made by the Customer.
2.9 Refunds. Any payments made to Zalter are fully non-refundable regardless of their nature or reason. Zalter reserves the right to refund certain payments wherever it considers it fair but only doing so at its sole discretion and the refunds may be in the form of credit applied to the Customer balance which can only be used to pay other or the same Services.
2.10 Suspension. On notification of breaches or violations of this Agreement, the Customer is obligated to remedy or otherwise fix the breach or violation within 24 hours of the notification unless the violation represents a major threat in which case remedy needs to be made immediately. Failure to do so may attract suspension of the Services, the account and any associated data may be deleted. Suspensions will remain active until the remedy has been confirmed by Zalter.
3.1 The term of this Agreement will begin upon signing in or starting otherwise interacting with the Services or upon starting to use such Services and continue until expressly terminated under one of the terms in this Agreement or any document agreed by both parties that supersedes this one.
3.2 Termination for Breach. To the extent permitted by applicable law, both parties may terminate this Agreement immediately on written notice if the other party is (a) in breach of this Agreement and fails to remedy the breach (b) the other party ceases its business operation, becomes subject to insolvency or (c) after 12 months from ceasing to use the Services.
3.3 Termination for Convenience. The Customer may stop using the Services at any time. The customer may terminate this agreement on prior notice either through the provided interfaces or by contacting Customer Support. Zalter may also terminate this Agreement for its own convenience at any time with a 30 day notice to the Customer.
3.4 Termination due to Applicable Law; Violation of Laws. Zalter may terminate this agreement immediately upon written notice if Zalter has reasons to believe that (a) continued provision of any Service used the Customer would violate applicable law(s) or (b) the Customer has violated or through the use of the Services caused Zalter to violate any laws.
3.5 Upon termination of this Agreement or termination of the use of the Services, all outstanding fees due to the existing use of the Services shall immediately become due and payable. The Customer is also obligated to return and / or delete where applicable any and all copies of software or other forms of intellectual property provided to the Customer as part of their use of the Services.
3.6 All sections related to intellectual property, confidentiality, privacy and non competition shall survive the termination of this Agreement regardless of the reason for termination.
4.1 Disclaimer. Except as expressly provided for in this Agreement, Zalter does not make any and expressly disclaims to the fullest extent permitted by law (a) any warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement or error-free or uninterrupted use of the Services or software and (b) any representation about content or information accessible through the Services.
4.2 Limitation on Indirect Liability. To the extent permitted by applicable law and subject to the Section 4.4 (Unlimited Liabilities), neither party will have any Liability arising out of or related to the Agreement for any (a) indirect, consequential, special, incidental or punitive damages or (b) loss of revenues, profits, savings, or goodwill.
4.3 Limitations on the Amount of Liability. Zalter's total aggregate Liability for damages arising out of or related to the Agreement is limited to the fees that the Customer paid during the 3 months period before the event giving rise to such Liability, with a maximum limit of $500.
4.4 Unlimited Liabilities. Nothing in this Agreement excludes or limits either party's Liability for:
a) its fraud or fraudulent misrepresentation;
b) its obligations under Section 5 (Indemnification);
c) its infringement on the other party's Intellectual Property Rights;
d) its payment obligations under the Agreement;
e) matters for which liability can not be excluded or limited under the applicable laws.
5.1 Zalter Indemnification Obligations. Zalter will defend the Customer and its affiliates using the Services and indemnify them against Indemnified Liabilities in any Third-Party Legal Proceeding to the extent arising from an allegation that any Service or its brand features in accordance with this Agreement infringes a Third Party's Intellectual Property Rights.
5.2 Customer Indemnification Obligations. The Customer will defend Zalter and all of its affiliates providing the Services and indemnify them against Indemnified Liabilities in any Third Party Legal Proceedings to the extent arising from (a) any Customer Application, Customer Data, Customer Brand or anything related to the Customer or its own services or (b) the Customer's or the End User's use of the Services in breach of this Agreement.
5.3 Conditions. Any indemnified party must promptly notify the indemnifying party in writing of any allegation(s) that preceded the Third Party's Legal Proceedings and cooperate reasonably with the indemnifying party to resolve or otherwise remedy the allegations and the Third Party's Legal Proceedings. If breach of this section prejudices the defense of the Third Party's Legal Proceedings, the indemnified party is responsible for such prejudices as permitted by the applicable law.
6.1 All legal notices will be sent to the Customer's provided communication Email Address and will be sent from "email@example.com". Notices will be treated as received when the email is sent. The Customer is solely responsible for keeping the communication Email Address current and working throughout the term of this Agreement.
6.2 Emails may be used as documents to satisfy written approval and consent without other requirements under this Agreement.
6.3 Force Majeure. Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its control including acts of God, natural disasters, terrorism, riots or war.
6.4 Subcontracting. Zalter may subcontract some or all of the obligations of this Agreement to other Third Parties but will remain liable for the subcontracted obligations to the Customer
6.5 This agreement does not create any agency, partnership or joint venture between the parties.
6.6 Neither party will waive any of their rights as a result of entering this Agreement.
6.7 If any parts of this Agreement becomes illegal or unenforceable the rest of the Agreement will remain in effect.
6.8 This Agreement does not confer any benefits to any third party unless it expressly states otherwise.
6.9 Governing Law
a) For Government entities. If the Customer is a government entity, city, county, state, country or otherwise representing such an organization shall remain silent regarding the governing law and venue of the legal proceedings
b) For all the entities. Irrespective of who the Customer is and its legal status, the legal proceedings will be made at Zalter's sole discretion regarding the governing law and venue of the legal proceedings. In most situations, legal proceedings will be made in the Court of Romania unless it benefits Zalter to choose another venue or governing law.
6.10 Language. All communications must be made in the English Language, unless otherwise obligated by applicable laws.