ZAPLEE TERMS OF USE:
BY CLICKING THE "I ACCEPT" BUTTON DISPLAYED AS PART OF THE ORDERING PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF ZAPLEE'S ON-DEMAND CALL CENTRE, INCLUDING OFFLINE COMPONENTS (COLLECTIVELY, THE "ZAPLEE ON-DEMAND CALL CENTRE"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE ZAPLEE ON-DEMAND CALL CENTRE.
Welcome
As part of the Zaplee On-Demand Call Centre, Zaplee will provide you with use of the Zaplee On-Demand Call Centre, including a browser interface and data encryption, transmission, access and storage. Your registration for, or use of, the Zaplee On-Demand Call Centre shall be deemed to be your agreement to abide by this Agreement including any materials available on the Zaplee website incorporated by reference herein, including but not limited to Zaplee's privacy and security policies. For reference, a Definitions section is included at the end of this Agreement.
We offer a 30-day free trial of the Zaplee On-Demand Call Centre with no further obligation. Please see our website for additional information.
1. Privacy & Security; Disclosure
Zaplee reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Individual users, when they initially log in, will be asked whether or not they wish to receive marketing and other non-critical Zaplee On-Demand Call Centre-related communications from Zaplee from time to time. They may opt out of receiving such communications at that time or at any subsequent time by changing their preference under Personal Setup. Note that because the Zaplee On-Demand Call Centre is a hosted, online application, Zaplee occasionally may need to notify all users of the Zaplee On-Demand Call Centre (whether or not they have opted out as described above) of important announcements regarding the operation of the Zaplee On-Demand Call Centre. If you become a paying customer of the Zaplee On-Demand Call Centre, you agree that Zaplee can disclose the fact that you are a paying customer and the edition of the Zaplee On-Demand Call Centre that you are using.
2. License Grant & Restrictions
Zaplee hereby grants you a non-exclusive, non-transferable, worldwide right to use the Zaplee On-Demand Call Centre, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Zaplee and its licensors.
You may not access the Zaplee On-Demand Call Centre if you are a direct competitor of Zaplee, except with Zaplee's prior written consent. In addition, you may not access the Zaplee On-Demand Call Centre for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Zaplee On-Demand Call Centre or the Content in any way; (ii) modify or make derivative works based upon the Zaplee On-Demand Call Centre or the Content; (iii) create Internet "links" to the Zaplee On-Demand Call Centre or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Zaplee On-Demand Call Centre in order to (a) build a competitive product or Zaplee On-Demand Call Centre, (b) build a product using similar ideas, features, functions or graphics of the Zaplee On-Demand Call Centre, or (c) copy any ideas, features, functions or graphics of the Zaplee On-Demand Call Centre. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Zaplee On-Demand Call Centre.
You may use the Zaplee On-Demand Call Centre only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Zaplee On-Demand Call Centre or the data contained therein; or (v) attempt to gain unauthorized access to the Zaplee On-Demand Call Centre or its related systems or networks.
3. Your Responsibilities
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Zaplee On-Demand Call Centre, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Zaplee immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Zaplee immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another Zaplee user or provide false identity information to gain access to or use the Zaplee On-Demand Call Centre.
4. Account Information and Data
Zaplee does not own any data, information or material that you submit to the Zaplee On-Demand Call Centre in the course of using the Zaplee On-Demand Call Centre ("Customer Data"). You, not Zaplee, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Zaplee shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of your breach), Zaplee will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. Zaplee reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and Zaplee shall have no obligation to maintain or forward any Customer Data.
5. Intellectual Property Ownership
Zaplee alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Zaplee Technology, the Content and the Zaplee On-Demand Call Centre and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Zaplee On-Demand Call Centre. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Zaplee On-Demand Call Centre, the Zaplee Technology or the Intellectual Property Rights owned by Zaplee. The Zaplee name, the Zaplee logo, and the product names associated with the Zaplee On-Demand Call Centre are trademarks of Zaplee or third parties, and no right or license is granted to use them.
6. Third Party Interactions
During use of the Zaplee On-Demand Call Centre, you may enter into correspondence with, purchase goods and/or Zaplee On-Demand Call Centres from, or participate in promotions of advertisers or sponsors showing their goods and/or Zaplee On-Demand Call Centres through the Zaplee On-Demand Call Centre. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. Zaplee and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. Zaplee does not endorse any sites on the Internet that are linked through the Zaplee On-Demand Call Centre. Zaplee provides these links to you only as a matter of convenience, and in no event shall Zaplee or its licensors be responsible for any content, products, or other materials on or available from such sites. Zaplee provides the Zaplee On-Demand Call Centre to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or Zaplee On-Demand Call Centres may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or Zaplee On-Demand Call Centres.
7. Charges and Payment of Fees
You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be equal to the current number of total User licenses requested times the User license fee currently in effect. Payments may be made annually, consistent with the Initial Term, or as otherwise mutually agreed upon. You are responsible for paying for all User licenses ordered for the entire License Term, whether or not such User licenses are actively used. You must provide Zaplee with valid credit card information as a condition to signing up for the Zaplee On-Demand Call Centre. An authorized License Administrator may add licenses by ordering such additional licenses online, in the same manner the initial licenses were ordered. Added licenses will be subject to the following: (i) added licenses will be coterminous with the preexisting License Term (either Initial Term or renewal term); (ii) the license fee for the added licenses will be the then current, generally applicable license fee; and (iii) licenses added in the middle of a billing month will be charged in full for that billing month. Zaplee reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party.
8. Excess Data Storage Fees
The maximum disk storage space provided to you at no additional charge is the greater of 1 GB or an aggregate of 20 MB per User license. If the amount of disk storage required exceeds these limits, you will be charged the then-current storage fees. Zaplee will use reasonable efforts to notify you when the average storage used per license reaches approximately 90% of the maximum; however, any failure by Zaplee to so notify you shall not affect your responsibility for such additional storage charges. Zaplee reserves the right to establish or modify its general practices and limits relating to storage of Customer Data.
9. Billing and Renewal
Zaplee charges and collects in advance for use of the Zaplee On-Demand Call Centre. The renewal charge will be equal to the then-current number of total User licenses times the license fee in effect during the prior term, unless Zaplee has given you at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other Zaplee On-Demand Call Centres will be charged on an as-quoted basis. Zaplee's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Zaplee's income.
You agree to provide Zaplee with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, Zaplee reserves the right to terminate your access to the Zaplee On-Demand Call Centre in addition to any other legal remedies.
Unless Zaplee in its discretion determines otherwise, all entities will be billed in U.S. dollars and be subject to U.S. payment terms and pricing schemes at the discretion of Zaplee.
10. Non-Cancelable and non-refundable
Annual subscription fees paid for the Zaplee On-Demand Call Centre are non-cancelable and non-refunddable.
11. Non-Payment and Suspension
In addition to any other rights granted to Zaplee herein, Zaplee reserves the right to suspend or terminate this Agreement and your access to the Zaplee On-Demand Call Centre if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension. If you or Zaplee initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that Zaplee may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
Zaplee reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Zaplee On-Demand Call Centre. You agree and acknowledge that Zaplee has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.
12. Termination upon Expiration/Reduction in Number of Licenses
This Agreement commences on the Effective Date and term is one year. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term at Zaplee's then current fees. Either party may terminate this Agreement or reduce the number of licenses, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least five (5) business days prior to the date of the invoice for the following term. In the case of free trials, notifications provided through the Zaplee On-Demand Call Centre indicating the remaining number of days in the free trial shall constitute notice of termination. In the event this Agreement is terminated (other than by reason of your breach), Zaplee will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. You agree and acknowledge that Zaplee has no obligation to retain the Customer Data, and may delete such Customer Data, more than 14 days after termination.
13. Termination for Cause
Any breach of your payment obligations or unauthorized use of the Zaplee Technology or Zaplee On-Demand Call Centre will be deemed a material breach of this Agreement. Zaplee, in its sole discretion, may terminate your password, account or use of the Zaplee On-Demand Call Centre if you breach or otherwise fail to comply with this Agreement. In addition, Zaplee may terminate a free account at any time in its sole discretion. You agree and acknowledge that Zaplee has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.
14. Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Zaplee represents and warrants that it will provide the Zaplee On-Demand Call Centre in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Zaplee On-Demand Call Centre will perform substantially in accordance with the online Zaplee help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Zaplee On-Demand Call Centre and that your billing information is correct.
15. Mutual Indemnification
You shall indemnify and hold Zaplee, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that Zaplee (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Zaplee of all liability and such settlement does not affect Zaplee's business or Zaplee On-Demand Call Centre); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.
Zaplee shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Zaplee On-Demand Call Centre directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by Zaplee of its representations or warranties; or (iii) a claim arising from breach of this Agreement by Zaplee; provided that you (a) promptly give written notice of the claim to Zaplee; (b) give Zaplee sole control of the defense and settlement of the claim (provided that Zaplee may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to Zaplee all available information and assistance; and (d) have not compromised or settled such claim. Zaplee shall have no indemnification obligation, and you shall indemnify Zaplee pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Zaplee On-Demand Call Centre with any of your products, Zaplee On-Demand Call Centre, hardware or business process(s).
16. Disclaimer of Warranties
ZAPLEE AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE ZAPLEE ON-DEMAND CALL CENTRE OR ANY CONTENT. ZAPLEE AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE ZAPLEE ON-DEMAND CALL CENTRE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE ZAPLEE ON-DEMAND CALL CENTRE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, ZAPLEE ON-DEMAND CALL CENTRES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE ZAPLEE ON-DEMAND CALL CENTRE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE ZAPLEE ON-DEMAND CALL CENTRE OR THE SERVER(S) THAT MAKE THE ZAPLEE ON-DEMAND CALL CENTRE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE ZAPLEE ON-DEMAND CALL CENTRE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY ZAPLEE AND ITS LICENSORS.
17. Internet Delays
ZAPLEE'S ZAPLEE ON-DEMAND CALL CENTRES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. ZAPLEE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
18. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS ZAPLEE ON-DEMAND CALL CENTRE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE ZAPLEE ON-DEMAND CALL CENTRE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE ZAPLEE ON-DEMAND CALL CENTRE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
19. Additional Rights
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.
20. Local Laws and Export Control
This site provides Zaplee On-Demand Call Centres and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control. The user of this site ("User") acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Zaplee On-Demand Call Centre, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S. export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.
This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000
Zaplee and its licensors make no representation that the Zaplee On-Demand Call Centre is appropriate or available for use in other locations. If you use the Zaplee On-Demand Call Centre from outside the United States of America you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States law is prohibited. None of the Content, nor any information acquired through the use of the Zaplee On-Demand Call Centre, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government for such purposes.
21. Notice
Zaplee may give notice by means of a general notice on the Zaplee On-Demand Call Centre, electronic mail to your e-mail address on record in Zaplee's account information, or by written communication sent by first class mail or pre-paid post to your address on record in Zaplee's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Zaplee (such notice shall be deemed given when received by Zaplee) at any time by any of the following: letter sent by confirmed facsimile to Zaplee at the following fax number: (312) 239-0075 ; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Zaplee at the following address: Zaplee, LLC., 4341 N Oakley, Chicago, IL 60618, addressed to the attention of: Chief Financial Officer.
22. Modification to Terms
Zaplee reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Zaplee On-Demand Call Centre at any time, effective upon posting of an updated version of this Agreement on the Zaplee On-Demand Call Centre. You are responsible for regularly reviewing this Agreement. Continued use of the Zaplee On-Demand Call Centre after any such changes shall constitute your consent to such changes.
23. Assignment; Change in Control
This Agreement may not be assigned by you without the prior written approval of Zaplee but may be assigned without your consent by Zaplee to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of Zaplee directly or indirectly owning or controlling 50% or more of you shall entitle Zaplee to terminate this Agreement for cause immediately upon written notice.
24. General
This Agreement shall be governed by Illinois law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Zaplee On-Demand Call Centre shall be subject to the exclusive jurisdiction of the state and federal courts located in Chicago, Illinois. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Zaplee as a result of this agreement or use of the Zaplee On-Demand Call Centre. The failure of Zaplee to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Zaplee in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and Zaplee and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
25. Definitions
As used in this Agreement and in any Order Forms now or hereafter associated herewith: "Agreement" means these online terms of use, any Order Forms, whether written or submitted online, and any materials available on the Zaplee website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by Zaplee from time to time in its sole discretion; "Content" means the audio and visual information, documents, software, products and Zaplee On-Demand Call Centres contained or made available to you in the course of using the Zaplee On-Demand Call Centre; "Customer Data" means any data, information or material provided or submitted by you to the Zaplee On-Demand Call Centre in the course of using the Zaplee On-Demand Call Centre; "Effective Date" means the earlier of either the date this Agreement is accepted by selecting the "I Accept" option presented on the screen after this Agreement is displayed or the date you begin using the Zaplee On-Demand Call Centre; "Initial Term" means the initial period during which you are obligated to pay for the Zaplee On-Demand Call Centre equal to the billing frequency selected by you during the subscription process (e.g., if the billing frequency is quarterly, the Initial Term is the first quarter); "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, Zaplee On-Demand Call Centre marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; "License Administrator(s)" means those Users designated by you who are authorized to purchase licenses online or by executing written Order Forms and to create User accounts and otherwise administer your use of the Zaplee On-Demand Call Centre; "License Term(s)" means the period(s) during which a specified number of Users are licensed to use the Zaplee On-Demand Call Centre pursuant to the Order Form(s); "Order Form(s)" means the form evidencing the initial subscription for the Zaplee On-Demand Call Centre and any subsequent order forms submitted online or in written form, specifying, among other things, the number of licenses and other Zaplee On-Demand Call Centres contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail); "Online Order Center" means Zaplee's online application that allows the License Administrator designated by you to, among other things, add additional Users to the Zaplee On-Demand Call Centre; "Zaplee" means collectively Zaplee, LLC., a Illinois limited liability corporation, having its principal place of business at 4341 N. Oakley, Chicago, IL 60618; "Zaplee Technology" means all of Zaplee's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Zaplee in providing the Zaplee On-Demand Call Centre; "Zaplee On-Demand Call Centre(s)" means the specific edition of Zaplee's online customer relationship management, billing, data analysis, or other corporate services identified during the ordering process, developed, operated, and maintained by Zaplee, accessible via http://www.zaplee.com/ or another designated web site or IP address, or ancillary online or offline products and services provided to you by Zaplee, to which you are being granted access under this Agreement,; "User(s)" means your employees, representatives, consultants, contractors or agents who are authorized to use the Zaplee On-Demand Call Centre and have been supplied user identifications and passwords by you (or by Zaplee at your request). Questions or Additional Information: If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to info@Zaplee.com
Questions or Additional Information:
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to info@Zaplee.com
BY CLICKING THE "I ACCEPT" BUTTON DISPLAYED AS PART OF THE ORDERING PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF ZAPLEE'S ON-DEMAND CALL CENTRE, INCLUDING OFFLINE COMPONENTS (COLLECTIVELY, THE "ZAPLEE ON-DEMAND CALL CENTRE"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE ZAPLEE ON-DEMAND CALL CENTRE.
Welcome
As part of the Zaplee On-Demand Call Centre, Zaplee will provide you with use of the Zaplee On-Demand Call Centre, including a browser interface and data encryption, transmission, access and storage. Your registration for, or use of, the Zaplee On-Demand Call Centre shall be deemed to be your agreement to abide by this Agreement including any materials available on the Zaplee website incorporated by reference herein, including but not limited to Zaplee's privacy and security policies. For reference, a Definitions section is included at the end of this Agreement.
We offer a 30-day free trial of the Zaplee On-Demand Call Centre with no further obligation. Please see our website for additional information.
1. Privacy & Security; Disclosure
Zaplee reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Individual users, when they initially log in, will be asked whether or not they wish to receive marketing and other non-critical Zaplee On-Demand Call Centre-related communications from Zaplee from time to time. They may opt out of receiving such communications at that time or at any subsequent time by changing their preference under Personal Setup. Note that because the Zaplee On-Demand Call Centre is a hosted, online application, Zaplee occasionally may need to notify all users of the Zaplee On-Demand Call Centre (whether or not they have opted out as described above) of important announcements regarding the operation of the Zaplee On-Demand Call Centre. If you become a paying customer of the Zaplee On-Demand Call Centre, you agree that Zaplee can disclose the fact that you are a paying customer and the edition of the Zaplee On-Demand Call Centre that you are using.
2. License Grant & Restrictions
Zaplee hereby grants you a non-exclusive, non-transferable, worldwide right to use the Zaplee On-Demand Call Centre, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by Zaplee and its licensors.
You may not access the Zaplee On-Demand Call Centre if you are a direct competitor of Zaplee, except with Zaplee's prior written consent. In addition, you may not access the Zaplee On-Demand Call Centre for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Zaplee On-Demand Call Centre or the Content in any way; (ii) modify or make derivative works based upon the Zaplee On-Demand Call Centre or the Content; (iii) create Internet "links" to the Zaplee On-Demand Call Centre or "frame" or "mirror" any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Zaplee On-Demand Call Centre in order to (a) build a competitive product or Zaplee On-Demand Call Centre, (b) build a product using similar ideas, features, functions or graphics of the Zaplee On-Demand Call Centre, or (c) copy any ideas, features, functions or graphics of the Zaplee On-Demand Call Centre. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Zaplee On-Demand Call Centre.
You may use the Zaplee On-Demand Call Centre only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Zaplee On-Demand Call Centre or the data contained therein; or (v) attempt to gain unauthorized access to the Zaplee On-Demand Call Centre or its related systems or networks.
3. Your Responsibilities
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Zaplee On-Demand Call Centre, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify Zaplee immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Zaplee immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another Zaplee user or provide false identity information to gain access to or use the Zaplee On-Demand Call Centre.
4. Account Information and Data
Zaplee does not own any data, information or material that you submit to the Zaplee On-Demand Call Centre in the course of using the Zaplee On-Demand Call Centre ("Customer Data"). You, not Zaplee, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Zaplee shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of your breach), Zaplee will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. Zaplee reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and Zaplee shall have no obligation to maintain or forward any Customer Data.
5. Intellectual Property Ownership
Zaplee alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Zaplee Technology, the Content and the Zaplee On-Demand Call Centre and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Zaplee On-Demand Call Centre. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Zaplee On-Demand Call Centre, the Zaplee Technology or the Intellectual Property Rights owned by Zaplee. The Zaplee name, the Zaplee logo, and the product names associated with the Zaplee On-Demand Call Centre are trademarks of Zaplee or third parties, and no right or license is granted to use them.
6. Third Party Interactions
During use of the Zaplee On-Demand Call Centre, you may enter into correspondence with, purchase goods and/or Zaplee On-Demand Call Centres from, or participate in promotions of advertisers or sponsors showing their goods and/or Zaplee On-Demand Call Centres through the Zaplee On-Demand Call Centre. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. Zaplee and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. Zaplee does not endorse any sites on the Internet that are linked through the Zaplee On-Demand Call Centre. Zaplee provides these links to you only as a matter of convenience, and in no event shall Zaplee or its licensors be responsible for any content, products, or other materials on or available from such sites. Zaplee provides the Zaplee On-Demand Call Centre to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or Zaplee On-Demand Call Centres may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or Zaplee On-Demand Call Centres.
7. Charges and Payment of Fees
You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be equal to the current number of total User licenses requested times the User license fee currently in effect. Payments may be made annually, consistent with the Initial Term, or as otherwise mutually agreed upon. You are responsible for paying for all User licenses ordered for the entire License Term, whether or not such User licenses are actively used. You must provide Zaplee with valid credit card information as a condition to signing up for the Zaplee On-Demand Call Centre. An authorized License Administrator may add licenses by ordering such additional licenses online, in the same manner the initial licenses were ordered. Added licenses will be subject to the following: (i) added licenses will be coterminous with the preexisting License Term (either Initial Term or renewal term); (ii) the license fee for the added licenses will be the then current, generally applicable license fee; and (iii) licenses added in the middle of a billing month will be charged in full for that billing month. Zaplee reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party.
8. Excess Data Storage Fees
The maximum disk storage space provided to you at no additional charge is the greater of 1 GB or an aggregate of 20 MB per User license. If the amount of disk storage required exceeds these limits, you will be charged the then-current storage fees. Zaplee will use reasonable efforts to notify you when the average storage used per license reaches approximately 90% of the maximum; however, any failure by Zaplee to so notify you shall not affect your responsibility for such additional storage charges. Zaplee reserves the right to establish or modify its general practices and limits relating to storage of Customer Data.
9. Billing and Renewal
Zaplee charges and collects in advance for use of the Zaplee On-Demand Call Centre. The renewal charge will be equal to the then-current number of total User licenses times the license fee in effect during the prior term, unless Zaplee has given you at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other Zaplee On-Demand Call Centres will be charged on an as-quoted basis. Zaplee's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Zaplee's income.
You agree to provide Zaplee with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, Zaplee reserves the right to terminate your access to the Zaplee On-Demand Call Centre in addition to any other legal remedies.
Unless Zaplee in its discretion determines otherwise, all entities will be billed in U.S. dollars and be subject to U.S. payment terms and pricing schemes at the discretion of Zaplee.
10. Non-Cancelable and non-refundable
Annual subscription fees paid for the Zaplee On-Demand Call Centre are non-cancelable and non-refunddable.
11. Non-Payment and Suspension
In addition to any other rights granted to Zaplee herein, Zaplee reserves the right to suspend or terminate this Agreement and your access to the Zaplee On-Demand Call Centre if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension. If you or Zaplee initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that Zaplee may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
Zaplee reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Zaplee On-Demand Call Centre. You agree and acknowledge that Zaplee has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.
12. Termination upon Expiration/Reduction in Number of Licenses
This Agreement commences on the Effective Date and term is one year. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term at Zaplee's then current fees. Either party may terminate this Agreement or reduce the number of licenses, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least five (5) business days prior to the date of the invoice for the following term. In the case of free trials, notifications provided through the Zaplee On-Demand Call Centre indicating the remaining number of days in the free trial shall constitute notice of termination. In the event this Agreement is terminated (other than by reason of your breach), Zaplee will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. You agree and acknowledge that Zaplee has no obligation to retain the Customer Data, and may delete such Customer Data, more than 14 days after termination.
13. Termination for Cause
Any breach of your payment obligations or unauthorized use of the Zaplee Technology or Zaplee On-Demand Call Centre will be deemed a material breach of this Agreement. Zaplee, in its sole discretion, may terminate your password, account or use of the Zaplee On-Demand Call Centre if you breach or otherwise fail to comply with this Agreement. In addition, Zaplee may terminate a free account at any time in its sole discretion. You agree and acknowledge that Zaplee has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.
14. Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Zaplee represents and warrants that it will provide the Zaplee On-Demand Call Centre in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Zaplee On-Demand Call Centre will perform substantially in accordance with the online Zaplee help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Zaplee On-Demand Call Centre and that your billing information is correct.
15. Mutual Indemnification
You shall indemnify and hold Zaplee, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that Zaplee (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release Zaplee of all liability and such settlement does not affect Zaplee's business or Zaplee On-Demand Call Centre); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.
Zaplee shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Zaplee On-Demand Call Centre directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by Zaplee of its representations or warranties; or (iii) a claim arising from breach of this Agreement by Zaplee; provided that you (a) promptly give written notice of the claim to Zaplee; (b) give Zaplee sole control of the defense and settlement of the claim (provided that Zaplee may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to Zaplee all available information and assistance; and (d) have not compromised or settled such claim. Zaplee shall have no indemnification obligation, and you shall indemnify Zaplee pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Zaplee On-Demand Call Centre with any of your products, Zaplee On-Demand Call Centre, hardware or business process(s).
16. Disclaimer of Warranties
ZAPLEE AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE ZAPLEE ON-DEMAND CALL CENTRE OR ANY CONTENT. ZAPLEE AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE ZAPLEE ON-DEMAND CALL CENTRE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE ZAPLEE ON-DEMAND CALL CENTRE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, ZAPLEE ON-DEMAND CALL CENTRES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE ZAPLEE ON-DEMAND CALL CENTRE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE ZAPLEE ON-DEMAND CALL CENTRE OR THE SERVER(S) THAT MAKE THE ZAPLEE ON-DEMAND CALL CENTRE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE ZAPLEE ON-DEMAND CALL CENTRE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY ZAPLEE AND ITS LICENSORS.
17. Internet Delays
ZAPLEE'S ZAPLEE ON-DEMAND CALL CENTRES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. ZAPLEE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
18. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS ZAPLEE ON-DEMAND CALL CENTRE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE ZAPLEE ON-DEMAND CALL CENTRE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE ZAPLEE ON-DEMAND CALL CENTRE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
19. Additional Rights
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.
20. Local Laws and Export Control
This site provides Zaplee On-Demand Call Centres and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control. The user of this site ("User") acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Zaplee On-Demand Call Centre, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S. export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.
This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000
Zaplee and its licensors make no representation that the Zaplee On-Demand Call Centre is appropriate or available for use in other locations. If you use the Zaplee On-Demand Call Centre from outside the United States of America you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States law is prohibited. None of the Content, nor any information acquired through the use of the Zaplee On-Demand Call Centre, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government for such purposes.
21. Notice
Zaplee may give notice by means of a general notice on the Zaplee On-Demand Call Centre, electronic mail to your e-mail address on record in Zaplee's account information, or by written communication sent by first class mail or pre-paid post to your address on record in Zaplee's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Zaplee (such notice shall be deemed given when received by Zaplee) at any time by any of the following: letter sent by confirmed facsimile to Zaplee at the following fax number: (312) 239-0075 ; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Zaplee at the following address: Zaplee, LLC., 4341 N Oakley, Chicago, IL 60618, addressed to the attention of: Chief Financial Officer.
22. Modification to Terms
Zaplee reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Zaplee On-Demand Call Centre at any time, effective upon posting of an updated version of this Agreement on the Zaplee On-Demand Call Centre. You are responsible for regularly reviewing this Agreement. Continued use of the Zaplee On-Demand Call Centre after any such changes shall constitute your consent to such changes.
23. Assignment; Change in Control
This Agreement may not be assigned by you without the prior written approval of Zaplee but may be assigned without your consent by Zaplee to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of Zaplee directly or indirectly owning or controlling 50% or more of you shall entitle Zaplee to terminate this Agreement for cause immediately upon written notice.
24. General
This Agreement shall be governed by Illinois law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Zaplee On-Demand Call Centre shall be subject to the exclusive jurisdiction of the state and federal courts located in Chicago, Illinois. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and Zaplee as a result of this agreement or use of the Zaplee On-Demand Call Centre. The failure of Zaplee to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Zaplee in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and Zaplee and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
25. Definitions
As used in this Agreement and in any Order Forms now or hereafter associated herewith: "Agreement" means these online terms of use, any Order Forms, whether written or submitted online, and any materials available on the Zaplee website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by Zaplee from time to time in its sole discretion; "Content" means the audio and visual information, documents, software, products and Zaplee On-Demand Call Centres contained or made available to you in the course of using the Zaplee On-Demand Call Centre; "Customer Data" means any data, information or material provided or submitted by you to the Zaplee On-Demand Call Centre in the course of using the Zaplee On-Demand Call Centre; "Effective Date" means the earlier of either the date this Agreement is accepted by selecting the "I Accept" option presented on the screen after this Agreement is displayed or the date you begin using the Zaplee On-Demand Call Centre; "Initial Term" means the initial period during which you are obligated to pay for the Zaplee On-Demand Call Centre equal to the billing frequency selected by you during the subscription process (e.g., if the billing frequency is quarterly, the Initial Term is the first quarter); "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, Zaplee On-Demand Call Centre marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; "License Administrator(s)" means those Users designated by you who are authorized to purchase licenses online or by executing written Order Forms and to create User accounts and otherwise administer your use of the Zaplee On-Demand Call Centre; "License Term(s)" means the period(s) during which a specified number of Users are licensed to use the Zaplee On-Demand Call Centre pursuant to the Order Form(s); "Order Form(s)" means the form evidencing the initial subscription for the Zaplee On-Demand Call Centre and any subsequent order forms submitted online or in written form, specifying, among other things, the number of licenses and other Zaplee On-Demand Call Centres contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail); "Online Order Center" means Zaplee's online application that allows the License Administrator designated by you to, among other things, add additional Users to the Zaplee On-Demand Call Centre; "Zaplee" means collectively Zaplee, LLC., a Illinois limited liability corporation, having its principal place of business at 4341 N. Oakley, Chicago, IL 60618; "Zaplee Technology" means all of Zaplee's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Zaplee in providing the Zaplee On-Demand Call Centre; "Zaplee On-Demand Call Centre(s)" means the specific edition of Zaplee's online customer relationship management, billing, data analysis, or other corporate services identified during the ordering process, developed, operated, and maintained by Zaplee, accessible via http://www.zaplee.com/ or another designated web site or IP address, or ancillary online or offline products and services provided to you by Zaplee, to which you are being granted access under this Agreement,; "User(s)" means your employees, representatives, consultants, contractors or agents who are authorized to use the Zaplee On-Demand Call Centre and have been supplied user identifications and passwords by you (or by Zaplee at your request). Questions or Additional Information: If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to info@Zaplee.com
Questions or Additional Information:
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to info@Zaplee.com
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