ZENDA PLATFORM TERMS OF SERVICE
Effective Date: August 01, 2024
Last Updated: May 05, 2025
By accessing or using the web-based Zenda SaaS Platform (the “Platform”), you (“Licensee”) agree to be bound by the terms of service contained herein (“Agreement”) between Licensee and Zenda, LLC (“Licensor”) (collectively, “Parties”). The Parties acknowledge and agree to the following terms:
1. Licensor hereby grants to Licensee a nonexclusive, revocable, limited, nontransferable, and nonassignable license to utilize the Platform as prescribed herein. Licensee shall not make the Platform available to any third party without the prior written consent of Licensor. The Platform may only be used for Licensee business purposes, and for the purposes of testing, analyzing or otherwise evaluating the Platform (collectively, the “Purpose”).
2. In connection with Licensee’s access to and use of the Platform, each Party (a “Receiving Party”) may receive or otherwise gain access to certain non-public, proprietary, or confidential information of the other Party (the “Disclosing Party”), whether in written, oral, electronic, visual, or other form, including without limitation information that is marked as confidential or that a reasonable person under the circumstances would understand to be confidential (“Confidential Information”). The Receiving Party agrees to (i) hold the Confidential Information in strict confidence, (ii) use the same degree of care to protect the Confidential Information as it uses to protect its own confidential or proprietary information, but in no event less than a reasonable degree of care, and (iii) not disclose or use such Confidential Information for any purpose outside the scope of this Agreement without the prior written consent of the Disclosing Party. Confidential Information shall include, without limitation, all technical data, trade secrets, know-how, inventions, software designs, code, product plans, business strategies, financial information, and any other non-public information relating to the Platform, which is proprietary to Zenda. The Platform, including its structure, functionality, workflows, and interfaces, constitutes proprietary and confidential technology of Zenda and is protected under applicable intellectual property laws. The Platform is patent pending, and all rights therein are expressly reserved. This obligation of confidentiality shall not apply to information that: (a) was known to the Receiving Party without restriction prior to disclosure by the Disclosing Party; (b) becomes publicly available through no fault of the Receiving Party; (c) is disclosed to the Receiving Party by a third party lawfully and without breach of any obligation; or (d) is independently developed by the Receiving Party without use of or reference to the Confidential Information, as evidenced by contemporaneous documentation. The obligations of this section shall survive the termination or expiration of Licensee’s license and other agreements between the Parties.
3. The Platform, its components, and proprietary materials relating to Licensor, and similar items including (i) layout, information, databases, structure, data, designs, graphics, instructions, illustrations, sounds, pictures, videos, technology, software, source code, interactive features, the “look and feel” of the Platform, and the compilation, assembly, and arrangement of the components of the Platform and any and all copyrightable material; (ii) trademarks, logos, trade names, trade dress, service marks, and trade identities of Licensor; and (iii) other forms of intellectual property (all collectively, “Licensor Property”) shall constitute the exclusive property of Licensor in all respects. All right, title, and interest in and to the Licensor Property shall be deemed protected by U.S. and international copyright, trademark, trade dress, patent and/or other intellectual property and unfair competition rights and laws to the fullest extent possible. All bug or error reports, feedback, photos, videos, audio clips, audiovisuals, other media, comments, or ideas Licensee submits to Licensor will be considered “Ideas” evolving from the Platform and will be deemed Licensor Property, and, if required, all rights therein are hereby assigned by Licensee to Licensor. Licensee shall make no claim of ownership or other right with respect to any Licensor Property and shall have no claim otherwise with respect to any of the foregoing property. Licensor shall be entitled to use or disregard Licensee’s feedback with respect to all use described herein. Licensee shall provide commercially reasonable assistance to Licensor at Licensor’s reasonable request and expense in connection with Licensor’s enforcement of such rights against any party outside of this Agreement.
4. Licensee’s obligations in this Agreement are necessary and reasonable in order to protect Licensor and its business. Due to the unique nature of the Platform and its components and the Confidential Information, monetary damages would be inadequate to compensate Licensor for any breach by Licensee of this Agreement. Accordingly, Licensee agrees that any breach or threatened breach may cause irreparable injury to Licensor and, in addition to any other remedies available at law, in equity, or otherwise, Licensor will be entitled to obtain injunctive relief against Licensee’s threatened or continuing breach of this agreement.
5. Licensee shall not use the Platform to collect, upload, store, process, or share any personal, private, protected, or sensitive data, including but not limited to personally identifiable information (PII), protected health information (PHI), payment data, financial records, or other regulated data under applicable privacy laws. Licensee shall indemnify Licensor for any liabilities arising from Licensee’s violation of the specific provisions of this Agreement.
6. Licensee acknowledges that the Platform may generate or assist in the creation of content, materials, designs, collateral, or other outputs ("Generated Materials") that incorporate the Platform’s proprietary branding, marks, or identifiers (“Zenda Branding”). Licensee shall not remove, obscure, alter, or modify Zenda Branding contained in or applied to the Generated Materials, nor shall Licensee use the Platform in any manner that disables, bypasses, or avoids inclusion of such branding. To the extent that Licensee distributes or uses Generated Materials in any external or public-facing context, Licensee shall ensure that the Zenda Branding remains visible and intact, and agrees not to attribute the underlying technology, structure, or output of the Generated Materials to any third party or to Licensee alone. Unauthorized removal or modification of Zenda Branding shall constitute a material breach of this Agreement. Zenda reserves the right to pursue injunctive or other equitable relief to prevent such misuse without the need to post bond or prove damages. Licensee hereby grants Licensor the right to use Licensee’s name and logo (subject to any brand usage guidelines provided by Licensee) solely for the purpose of identifying Licensee as a user of the Zenda Platform.
7. Licensee agrees to: (a) implement and maintain industry-standard security controls to prevent unauthorized access to the Platform; (b) notify Licensor immediately upon becoming aware of any unauthorized access, data breach, or security incident involving the Platform; and (c) comply with all applicable data protection and cybersecurity laws. It is acknowledged and agreed that the Platform and the components thereof have not yet been publicly released and are offered for non-commercial use and evaluation. The Platform and components thereof may not perform at the level of a commercially available service, may not operate as expected, and may be modified from time to time by Licensor prior to release. As the Platform and its components are in pre-production and pre-commercial release, THE PLATFORM IS OFFERED “AS IS” WITHOUT WARRANTY OF ANY KIND. LICENSOR DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. THE LICENSEE ACCEPTS ALL RISKS ARISING OUT OF THE ACCESS AND USE OF THE PLATFORM. Licensor shall not be liable for loss of use, lost profits, lost data, business interruption or any indirect, incidental, consequential, punitive, special, or exemplary damages arising out of or in relation to the Platform and the components thereof. The above limitations do not apply to damages caused by Licensor’s gross negligence or willful misconduct.
8. Licensee may discontinue use at any time by ceasing access to the Platform and deleting any materials provided by Licensor. Upon termination, Licensee must cease all use of the Platform and destroy any Licensor related materials in its possession. Licensor may suspend or terminate the availability of the Platform in whole or in part, for any reason, in Licensor’s sole discretion, and without advance notice or liability.
9. Licensor may from time to time use automatic data collection technologies for information about Licensee’s equipment, browsing actions, and patterns, including but not limited to: (a) details of product usage, including but not limited to traffic data, location data, logs, communication data, and the resources accessed on the platform; and (b) information about Licensee’s computer and internet connection, including but not limited to IP address, operating system, and browser type. The technologies used for automatic data collection may include cookies. Licensor automatically collects only statistical data and not personal information.
10. Licensee agrees to comply with all local, state, federal, national, foreign, supranational, and international laws, statutes, ordinances, regulations, treaties, directives, and agreements that apply to Licensee’s use of the Platform.
11. If any provision of this Agreement is for any reason deemed invalid, unlawful, void, or unenforceable, then that provision will be deemed severable from this Agreement, and the invalidity of the provision will not affect the validity or enforceability of the remainder of this Agreement.
12. This Agreement is made and entered into in the State of New York, United States of America, and shall in all respects be interpreted, enforced, and governed by and under the internal laws of New York, without regard to the choice or conflict of law rules thereof. Each of the undersigned hereby consents to the personal jurisdiction of the state and federal courts located in the County of New York, New York, for purposes of any action to enforce or for breach of, or to resolve any dispute, claim, or controversy that relates to or arises in connection with, this Agreement.
13. Sections 2, 3, 4, 7, and 12, and the provisions therein, shall survive termination of this Agreement.
14. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, understandings, communications, or representations.
