Zato Terms of Use

1.1 Access to Services

Subject to Customer compliance with this Agreement, Zato will make the AI Services available to Customer for Customer's internal business use via the Zato Platform. Customer acknowledges that Zato or its Affiliates may review Customer's use of the Services for the purpose of providing Services and verifying Customer's compliance with this Agreement. Customer agrees that its use of the Services is not contingent on any future functionality or features, or dependent on any oral or written statements made by Zato or any of its Affiliates regarding future functionality or features.

1.2 Protection of Customer Data

Zato will maintain administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Customer Data hosted or processed by Zato, as required by law. Where Customer's use of the Services includes the processing of Personal Data by Zato, subject to applicable data protection laws, such use will be governed by the DPA, which is incorporated into this Agreement by reference. Customer will only provide to Zato the minimum amount of personal data necessary to enable Customer to use the Services in accordance with this Agreement.

1.3 Evolving Zato Technology

Subject to Clause 7.2(b), Zato may issue Updates for the Services from time to time.

2.1 Customer's Responsibilities

Only Authorised Users are permitted to access and use the Services. Customer acknowledges that Zato and its Affiliates may directly or indirectly contact Customer and Authorised Users in connection with Zato's and its Affiliates' services. Customer will be solely responsible for:

1. Authorised Users' compliance with this Agreement.
2. The accuracy and quality of Customer Data, the means by which Customer acquired Customer Data, and obtaining appropriate usage rights with respect to Customer Data.
3. Maintaining the confidentiality of usernames, passwords, and other account information or access credentials.
4. All activities that occur under its Authorised Users' usernames, passwords, accounts or access credentials as a result of Authorised Users' access to the Services.
5. Ensuring Authorised Users use the Services only in accordance with the Documentation, including all notice, disclosure and data protection obligations required by law.
6. All use of the Output and evaluating the Output for accuracy and appropriateness for its use cases, including by utilising human review as appropriate.

2.2 Restrictions

Customer will not and will not permit others to:

1. Make any Services available to any third party other than Customer or Authorised Users.
2. Sell, resell, license, sublicense, distribute, rent, or lease any Services.
3. Use the Services to store or transmit unlawful material, Harmful Code, or material that violates third-party rights.
4. Interfere with or disrupt the integrity or performance of the Services.
5. Circumvent any restrictions on use in the Documentation or Zato policies.
6. Exploit Zato Intellectual Property Rights except as expressly permitted.
7. Frame or mirror any part of the Services except as permitted by Documentation.
8. Access the Services to develop a competitive product or benchmark against a non-Zato product.
9. Reverse engineer, copy, or modify any software included as part of the Services, subject to applicable law.
10. Use the Services for any improper, fraudulent, or non-legitimate business purpose.
11. Use the Services in a harmful, malicious, threatening, offensive, pornographic, defamatory, hateful, indecent, or otherwise objectionable way.
12. Use the Services to send unsolicited communications in violation of applicable anti-spam or e-privacy laws.
13. Use automated devices or processes to circumvent, access, use, or integrate with the Services or its contents.
14. Use the Service in violation of any applicable law.

4.1 Fees

Customer will pay Zato all fees based on the price per ledger and Customer's use of the Services, as set out on the Zato Platform or as agreed between Customer and Zato. Zato may modify its Fees at any time on at least 30 days' prior written notice to the Customer. Customer's continued use of the Services after a rate change constitutes acceptance of the new rates and agreement to pay the revised Fees. Except as set out in this Agreement, all payment obligations are non-cancelable, and Fees paid are non-refundable.

4.2 Payment Terms

All invoices for Fees and Taxes are due and payable within the time frame and in the currency set out in the payment method stipulated on the Zato Platform, without deduction or set off. Customer must agree to the billing arrangements specified on the Zato Platform. Customer is responsible for providing complete and accurate billing and contact information to Zato.

If Customer fails to pay any undisputed portion of Fees due, or a payment of Fees defaults for any reason, within ten business days after receiving notice that its account is overdue, Zato may suspend the Services until such amounts are paid in full.

4.3 Use of Purchase Orders

No terms of any purchase order or other form or agreement provided by Customer will modify or supplement this Agreement.

4.4 Taxes

Fees do not include any taxes or similar governmental charges or assessments of any nature, including GST or similar taxes, which must be paid by the Customer, if applicable. Zato is solely responsible for taxes assessable against it based on its own income, property, and employees.

5.1 Ownership; Reservation of Rights

All Zato Intellectual Property Rights, including Intellectual Property Rights in the Services, Documentation, Statistical Usage Data, and Zato's Confidential Information, are and will remain owned exclusively by Zato and its Affiliates. Ownership in all Updates, derivatives, modifications, new functionalities, enhancements, and customisation related to the Services created by or on behalf of Zato, as well as recommendations, suggestions, proposals, ideas, improvements, or other feedback, will immediately vest in Zato.

Other than as expressly set out in this Agreement, no license or other rights in or to the Services or other Zato Intellectual Property Rights are granted to Customer, and all such rights are expressly reserved to Zato and its Affiliates.

5.2 Use of Zato Logos

Use of Zato's logos, and all other Zato trade marks, service marks, product names, and trade names of Zato, is subject to the Zato trade mark usage guidelines notified to the Customer from time to time.

5.3 Customer Data

Customer Data and Customer's Confidential Information are and will remain owned exclusively by Customer or its Authorised Users, as applicable. Customer grants Zato, its Affiliates, and its subprocessors a worldwide right and license to access, host, display, process, analyse, transmit, reproduce, and otherwise utilise Customer Data for the purposes of providing and improving the Services in accordance with this Agreement.

Due to the nature of the Services and artificial intelligence generally, Output may not be unique, and other users may receive similar content from Zato's services.

5.4 Statistical Usage Data

Zato and its Affiliates may collect, use, and otherwise process Statistical Usage Data for analysis, analytics, marketing, and other internal business purposes. Except where Customer has expressly provided its written consent, Zato will otherwise only disclose Statistical Usage Data if such data is aggregated or anonymised and does not disclose the identity of Customer or its Authorised Users or any Customer Confidential Information.

6.1 Definition of Confidential Information

“Confidential Information” means all information or data disclosed by a Party or any of its Affiliates that is confidential, proprietary, or otherwise not publicly available, or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure whether oral or in writing, and disclosed during the Term in connection with the Services.

Confidential Information includes Customer Data, the Services and pricing, and each Party's technical, financial, economic, marketing, strategic, business, product, design, or operational information, including the terms of this Agreement.

Confidential Information does not include information that is public without breach, was known prior to disclosure, is received lawfully from a third party without restriction, or was independently developed without use of Confidential Information.

6.2 Protection of Confidential Information

The Receiving Party will use at least reasonable care to protect Confidential Information, not use it outside the scope of this Agreement, and limit access to Authorised Recipients who need that access for purposes consistent with this Agreement.

6.3 Compelled Disclosure

The Receiving Party may disclose Confidential Information to the extent compelled by law or legal process, provided it gives prior notice where legally permitted and reasonable assistance if the Disclosing Party wishes to contest the compelled disclosure.

7.1 General Warranty

Each Party represents and warrants that it has the necessary rights to enter into this Agreement and has the legal power to do so.

7.2 Zato Limited Warranties

Zato warrants that the Services will perform materially in accordance with the applicable Documentation, Zato will not materially reduce the core functionality of the Services during the current period of access, Zato will use industry standard measures to deliver the Services free of Harmful Code, and Zato will perform Professional Services in a diligent and professional manner.

Customer's exclusive remedy and Zato's entire liability for a breach of the above warranties will be, at Zato's option, the correction of the deficient Service, provision of comparable functionality, or termination of the deficient service with a refund of prepaid Fees for the affected terminated Service.

7.3 Disclaimers

Except as expressly provided in this Agreement, neither Party or its licensors makes any warranty of any kind, whether express, implied, statutory, or otherwise, and each Party and its licensors specifically disclaim all implied warranties, including merchantability, fitness for a particular purpose, title, or non-infringement, to the maximum extent permitted by law.

Zato does not warrant that Services will be error-free or uninterrupted, will meet Customer's requirements or expectations, or that its security measures will be sufficient to prevent third-party access to Customer Data. Customer relies on and uses the results of the Services at its own risk.

9.1 Exclusion of Damages

To the extent arising out of or related to this Agreement, Zato nor its respective Affiliates will be liable for any loss of profits, loss of data, revenues, goodwill, anticipated savings, or use, costs of substitute goods or services, business interruption, work stoppage, or any indirect, special, incidental, exemplary, punitive, or consequential damages, however caused and based on any theory of liability, to the extent permitted by law.

9.2 Limitation of Liability

Zato and its respective Affiliates' aggregate cumulative liability for all damages arising out of or related to this Agreement will not exceed the applicable Fees paid to Zato for the applicable Services and attributable to the twelve month period immediately preceding the event giving rise to the liability. Nothing in this Agreement excludes or limits any liability that cannot be excluded or limited under applicable law.

10.1 Term of Agreement

This Agreement will begin on the Effective Date and continue until terminated as permitted in this Agreement. If Customer has not used the Services for at least ninety consecutive days, Zato may terminate this Agreement.

10.2 Suspension

In the event of Customer's or an Authorised User's breach of this Agreement, including Non-Payment Suspension or violation of the restrictions in Clause 2.2, Zato may suspend Customer's or an Authorised User's access to or use of the Services. Zato will use reasonable efforts, unless the circumstances dictate otherwise, to provide reasonable notice before suspending use of the Services.

10.3 Termination

Either Party may terminate this Agreement if the other Party is in material breach of this Agreement and such breach is not cured within thirty days after receiving notice of breach, or immediately where such material breach cannot be cured. Customer's noncompliance with Clause 2.2 or Clause 4.1 will be deemed a material breach.

10.4 Effect of Termination

Upon termination of this Agreement for any reason, all access to the Services will automatically terminate unless otherwise agreed, Customer and its Authorised Users will immediately cease access and use, all outstanding payment obligations become due immediately, and Zato will provide or delete Customer Data in accordance with the Agreement.

10.5 Surviving Provisions

The clauses relating to Fees and Payment, Proprietary Rights and Licenses, Confidentiality, Warranties and Disclaimers, Term and Termination, Indemnification, Limitation of Liability, and General Provisions survive termination.

11.1 Export Control

Each Party will comply with all applicable Export Control and Sanctions Laws and Regulations in connection with providing and using the Services.

11.2 Anti-Corruption

Neither Party has promised, made, or received any bribe, kickback, or other similar payment or transfer of value from or to any representative of the other Party in connection with this Agreement.

11.3 Contracting Entity, Governing Law & Venue

The Zato contracting entity, governing law, and venue for dispute resolution depend on where the Customer is domiciled:

11.4

The provisions of the United Nations Convention of Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Acts will not apply to this Agreement in any manner whatsoever.

11.5 Dispute Resolution

The Parties will attempt in good faith to promptly resolve any disputes by negotiation between representatives of each Party with authority to resolve the dispute. If unsuccessful, either party may commence proceedings in a court of competent jurisdiction as set out in Clause 11.3.

11.6 Notices

Notices to Customer will be delivered via email or overnight delivery at the address associated with the Order. Notices to Zato will be delivered via email to security@zatohq.com. All notices must be in writing and will be effective when received.

11.7 Force Majeure

Neither Party will be responsible or liable for any failure or delay in performance under this Agreement to the extent due to any cause beyond its reasonable control, except payment obligations which may be delayed but not excused.

11.8 Assignment

Each Party will not assign this Agreement, in whole or part, without the other Party's prior written consent, except to an Affiliate or in connection with specified corporate transactions. Assignment does not relieve Customer of its obligation to pay Fees incurred before assignment.

11.9 Relationship of the Parties

The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship.

11.10 Entire Agreement and Order of Precedence

This Agreement contains the entire understanding and supersedes prior communications concerning its subject matter. In the event of conflict, the order of precedence is the DPA, this Agreement, and any linked terms.

11.11 Miscellaneous

If a provision of this Agreement is unenforceable or invalid, the provision will be revised so as to best accomplish the objectives of the Parties and the remainder of this Agreement will continue in full force. The English language version governs interpretation.

Data Processing

1. Scope and Roles

This DPA applies when Customer Personal Data is processed by Zato under applicable Data Protection Law. Where the law provides for the roles of controller and processor, Customer is the Controller and Zato will be a Processor Processing Customer Personal Data on behalf of Customer.

2. Details of Data Processing

3. Compliance with the Laws

Each party will comply with all laws, rules, and regulations applicable to it and binding on it in the performance of this DPA.

4. Jurisdiction Specific Terms

Where required under applicable Data Protection Law, this DPA fully incorporates the applicable jurisdiction specific terms defined in the full text of the Zato DPA.

5. Documented Instructions

5.1 Customer Instructions. Customer will provide documented instructions to Zato for the Processing of Customer Personal Data in compliance with applicable Data Protection Law. This DPA and the Agreement constitute Customer's documented instructions regarding Zato's Processing of Customer Personal Data.

5.2 Obligations and Indemnity. Customer will ensure that its documented instructions comply with all applicable laws and that the Processing of Customer Personal Data pursuant to those instructions will not cause Zato to be in breach of applicable Data Protection Law. Customer is solely responsible for the legality and quality of Customer Personal Data and related consents and notices.

6. Confidentiality of Customer Personal Data

Zato will not access, use, or disclose Customer Personal Data except as necessary to maintain or provide the Services, or as necessary to comply with law, a public authority request, or a valid and binding order of a governmental body.

7. Authorised Persons

Zato will ensure that all persons Authorised to Process Customer Personal Data on behalf of Zato are made aware of the confidential nature of the Customer Personal Data and are subject to appropriate confidentiality obligations.

8. Authorised Subprocessors

Customer grants Zato a general authorisation to engage, appoint, remove, replace or otherwise use Subprocessors as necessary in connection with the provision of Services. Zato maintains an up-to-date list of its Subprocessors available to the Customer upon request and will notify subscribed Customers via email of updates.

8.1 Objections. If the Customer reasonably objects to the engagement of a new Subprocessor, Zato may cancel the use of that Subprocessor for Customer data, take corrective steps, cease the affected service, or provide a commercially reasonable alternative.

8.2 Subprocessor Obligations. Zato will restrict Subprocessor access to what is necessary to provide or maintain the Services, impose materially similar contractual obligations on the Subprocessor, and remain responsible for its compliance with this DPA.

9. Security; Audits; Personal Data Breach; Impact Assessments

9.1 Security. Zato's provision of the Services will be consistent with the measures described in Appendix A.

9.2 Confidential Security Reports and Audits. Upon request, Zato will make available for Customer's review a summary copy of an audit report that reflects appropriate security compliance.

9.3 Personal Data Breach. In the event of a Personal Data Breach, Zato will notify Customer without undue delay and assist as described in the DPA.

10. Zato Assistance with Data Subject Requests

Zato will inform Customer of requests from Data Subjects exercising their rights regarding Customer Personal Data and will reasonably assist Customer with handling such requests, potentially subject to a reasonable charge.

11. International Transfers of Personal Data

Zato may transfer and process Customer Personal Data in the United States and other countries where Zato, its Affiliates, or its Subprocessors maintain processing operations, in compliance with applicable Data Protection Law and this DPA.

12. Effect of Termination

Upon termination or expiration of the Agreement, Zato will anonymise or securely delete Customer Personal Data at Customer's request, except to the extent retention is required by law.

13. Indemnification by Customer

To the maximum extent permitted by law and in addition to any other remedy available, Customer agrees to defend, indemnify and hold harmless Zato, its Affiliates and Subprocessors from and against losses resulting from Customer's violation of this DPA.

14. Limitation of Liability

Each Party's and all of its Affiliates' liability arising out of or related to this DPA is subject to the Limitation of Liability section of the Agreement and the applicable cap set forth in the Agreement.

15. Survival of the DPA

This DPA will continue in force until termination of the Agreement, provided the data protection obligations of this DPA will continue to apply for so long as Zato processes Customer Personal Data.

16. Severance

Should any provision of this DPA be invalid or unenforceable, the remainder of the DPA will remain valid and in force, and the invalid or unenforceable provision will be amended or construed to preserve the parties' intentions as closely as possible.

17. Entire Agreement; Order of Precedence

Except as supplemented by this DPA, the Agreement remains in full force and effect. Any conflict between the terms of the Agreement and this DPA related to the processing of Customer Personal Data are resolved in the following order of priority: the Standard Contractual Clauses where applicable, the DPA, and the Agreement.

18. Definitions

For the purposes of this DPA, capitalised terms have the meanings ascribed to them in the Agreement, applicable Data Protection Law, or as otherwise defined within this DPA.