Zygon Terms and Conditions

These Zygon’s Terms and Conditions (“Terms”), along with all exhibits, orders forms, policies and addenda incorporated herein, form a legal agreement (collectively the “Agreement”) between you or the legal entity you represent (“Customer” or “you”) and the applicable Zygon contracting entity (“Zygon,” “us,” or “we”), which governs your access to and use of the Zygon products, services and associated software offerings (the “Service(s)”). By accepting the Agreement, signing an Order, or using the Services, you agree to be bound by this Agreement and represent that you are of legal age and have the authority to bind the Customer to the Agreement.

1- Access and use of the services

1.1- Right to use Services

Zygon will provide the Services, and you may access and use the Services, in accordance with this Agreement for business and professional purposes. Customer is responsible for the activities of all end users who access or use the Services through your account and you agree to ensure that any such end users will comply with applicable laws and the terms of this Agreement. If your affiliates use our Services, you warrant that you have the authority to bind those affiliates to this Agreement and you will be liable if your affiliates do not comply with the Agreement.

1.2- Limitations on Use

By using our Services, you agree on behalf of yourself and your users not to: (i) modify, prepare derivative works of, reverse engineer, or otherwise attempt to gain access to the source code of our Services; (ii) knowingly or negligently use our Services in a way that abuses or disrupts our networks, user accounts, or the Services; (iii) store within or transmit through the Services any harassing, indecent, obscene, or unlawful material; (iv) market, or resell the Services to any third party; (v) use the Services in violation of applicable laws or regulations; (vi) harvest, collect, or gather user data without lawful basis (e.g., consent); (vii) transmit through the Services any material that may infringe the intellectual property, privacy, or other rights of third parties; or (viii) use the Services to commit fraud or impersonate any person or entity.

You may not access Zygon products or services if you are Zygon's direct competitor, or to monitor the availability, performance or functionality of Zygon products or services, or for any benchmarking or competitive purpose, except with Zygon's prior written consent. These restrictions apply to everyone in your company or organization.

1.3- Change of services

We reserve the right to enhance, upgrade, improve, discontinue, or modify our Services as we deem appropriate and at our discretion. We may offer additional functionality to our standard Services or premium feature improvements for an additional cost. If we discontinue Services, your subscription to that Service will be terminated and we will provide you with a pro-rata refund of any unapplied, prepaid fees.

1.4- Proprietary Rights

Zygon and its licensors retain all proprietary right, title and interest in the Services, including all modifications, enhancements, and upgrades made thereto, as well as in all trade names, trademarks, logos, and other marks (together, the “Zygon Marks”) that may be associated with or displayed within the Services. You agree that you will not use or register any trademark, service mark, business name, domain name, or social media account name or handle which incorporates in whole or in part the Zygon Marks or is similar to any of these.

2- Orders, fees and payment

2.1- Orders

You may place an order (“Order”) for Services using our then-current ordering processes. All Orders are effective on the earlier of (i) the date you submit your online Order; or (ii) the date on the signature block of an executed Order (“Effective Date”). Acceptance of your Order may be subject to our account verification and credit approval process. Each Order shall be treated as a separate and independent Order.

2.2- Fees and payment

You agree to pay all applicable fees for the Services on the terms set forth in this Agreement or your invoice. Except where otherwise specified herein, any and all payments you make to us for access to the Services are final and non-refundable. You are responsible for all fees and charges you incur to your other service providers (e.g., your broadband and internet provider) in connection with your use of the Services and for providing us with accurate and current billing, contact, and payment information. You agree that we may charge your payment card or bill you for all amounts due for your use of the Services, and we may take steps to update your payment card information (where permitted) to ensure that payment can be processed. You agree that your credit card information and related personal data may be provided to third parties where required for payment processing, fraud prevention, and export compliance purposes. We may, where permitted by applicable law, suspend or terminate your Services if at any time we determine that your payment information is inaccurate or not current, and you are responsible for fees and overdraft charges that we may incur when we charge your card for payment. We will not submit invoices via any customer procure-to-pay online portal or Electronic Data Interchange (EDI) portals.

2.3- Sales, Promotional Offers, Coupons and Pricing

Sales, promotions, and other special discounted pricing offers are temporary and, upon the renewal of your subscription, any such discounted pricing or promotional offers may expire. We reserve the right to discontinue or modify any coupons, credits, sales, and special promotional offers in our sole discretion. We reserve the right to update the price for Services at any time and price changes will be effective as of your next billing cycle. In accordance with applicable law, we will notify you in a timely manner of any price changes by publishing on our website, emailing, quoting, or invoicing you.

2.4- Disputes, Delinquents accounts

You must notify us of any fee dispute within fifteen (15) days of the invoice date. Once resolved, you agree to pay undisputed fees within fifteen (15) days. We may, upon notice to you, suspend or terminate your Services if you do not pay undisputed fees, and you agree to reimburse us for all reasonable costs and expenses incurred in collecting undisputed delinquent amounts.

2.5- Taxes and Withholding

You are responsible for all applicable sales, services, value-added, goods and services, withholding and similar taxes, tariffs, or fees (collectively, “Taxes and Fees”) imposed by any government entity or collecting agency based on the Services, except for those Taxes and Fees based on Zygon’ net income, or Taxes and Fees for which you have provided an exemption certificate. In all cases, you will pay the amounts due under this Agreement to us in full without any right of set-off or deduction

3- Terms and Termination

3.1- Term

This Agreement commences on the Effective Date and continues until the expiration of the subscription term as specified on your Order (“Initial Term”). After the Initial Term, to help ensure that you do not experience any interruption of services, the Services will by default automatically renew for additional twelve (12) month periods (each, a “Renewal Term”), unless either party provides notice of non-renewal at least thirty (30) days before the current subscription term expires. You may provide notice of non-renewal at renewals@zygon.tech. We may agree to align the invoicing under multiple Orders, but this will not reduce the term of any Order.

3.2- Termination for cause

Either party may terminate the Agreement: (i) if the other party breaches its material obligations and fails to cure within thirty (30) days of receipt of written notice; or (ii) where permitted by applicable law, if the other party becomes insolvent or bankrupt, liquidated or is dissolved, or ceases substantially all of its business, and we may suspend access or terminate immediately if you breach Section 1.2, 4.1, 4.3, or 5.

3.3- Effect of Termination

If the Agreement or any Services are terminated, your account may be converted to a “free” or “basic” version of the Service, if available, at our discretion. Otherwise, you will immediately discontinue all use of the terminated Services, except that upon request, we will provide you with limited access to the Services for a period not to exceed fifteen (15) days, solely to enable you to retrieve your Content from the Services. We have no obligation to maintain your Content after that period. To the extent permitted by applicable law, neither party will be liable for any damages resulting from termination of the Agreement, and termination will not affect any claim arising prior to the effective termination date. Terminating specific Services under an Order does not affect the subscription term(s) of any other Services still in effect. If we permit you to reinstate Services at any time after termination, you agree that you will be bound by the then-current Terms and the renewal date that was in effect as of the effective termination date.

4- Your Account

4.1- Your privacy and security

Zygon agrees to maintain appropriate organizational, administrative, and technical safeguards designed to protect your service against any unauthorized access, loss, misuse, or disclosure, in accordance with industry standards.

While providing the Services to you, Zygon agrees to handle your information and any associated personal data we may collect and/or process on your behalf in a responsible manner. You understand that when using our Services or interacting with our websites your personal data may be processed via equipment and resources located in the United States and in the European Union.

When providing our Services, Zygon acts as a data processor, service provider, or the equivalent construct, in accordance with the conditions of the data processing addendum appended to these Terms.

4.2- Your account

You are solely responsible for (i) all use of the Services by you and your end users; (ii) maintaining a lawful basis for the collection, use, processing, and transfer of data; and (iii) providing notices or obtaining consent as legally required in connection with the Services. We do not send emails asking for your usernames or passwords, and to keep your accounts secure, you agree to keep all usernames and passwords, confidential. Zygon is not liable for any loss that you may incur if you fail to properly secure your password or account. We may suspend your access to the Services or terminate this Agreement if you or your end users are found to be using the Services in a manner that is likely to cause harm to us or if we have reasonable grounds for suspecting any illegal, fraudulent, or abusive activity on your part.

5- Compliance with laws

In connection with the performance, access, and use of the Services under the Agreement, each party agrees to comply with all applicable laws, rules, and regulations including, but not limited to export, privacy, and data protection laws and regulations. You acknowledge that the Services are subject to export control and trade sanctions laws in the United States and other countries. You and your end users may not access, use, export, or disclose any portion of the Services in violation of applicable export control and sanctions laws. Specifically, you represent and warrant that you and your end users: (a) are not citizens of, or located within, a country or territory that is subject to U.S. trade sanctions or other significant trade restrictions (including without limitation Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk and Luhansk regions of Ukraine) and that you and your end users will not access or use the Services, or export, re-export, divert, or transfer the Services, in or to such countries or territories; and (b) are not identified, and are not owned or controlled by any persons identified, on any U.S. government lists which would prohibit you from receiving the Services. Where required to fulfill our legal obligations under applicable law, we will cooperate with local, state, federal, and international government authorities with respect to the Services. Notwithstanding any other provision in the Agreement, we may immediately terminate the Agreement if we have reason to believe that you have failed to comply with applicable law.

6- Disclaimer of warranties

WE WARRANT THAT THE SERVICES WILL MATERIALLY CONFORM TO THE DOCUMENTATION WE MAKE UNIFORMLY AVAILABLE TO ALL VISITORS TO OUR WEBSITE AND APPLICABLE TO ALL ZYGON USERS, RELATING TO THE OPERATION AND USE OF THE SERVICES. WE DO NOT REPRESENT OR WARRANT THAT: (i) THE USE OF OUR SERVICES WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE, OR OPERATE IN COMBINATION WITH ANY SPECIFIC HARDWARE, SOFTWARE, SYSTEM OR DATA; (ii) OUR SERVICES WILL MEET YOUR REQUIREMENTS; OR (iii) ALL ERRORS OR DEFECTS WILL BE CORRECTED. USE OF THE SERVICES IS AT YOUR SOLE RISK. OUR ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER THIS WARRANTY WILL BE, AT OUR SOLE OPTION AND SUBJECT TO APPLICABLE LAW, TO PROVIDE CONFORMING SERVICES, OR TO TERMINATE THE NON-CONFORMING SERVICES OR THE APPLICABLE ORDER, AND PROVIDE A PRO-RATED REFUND OF ANY UNAPPLIED, PREPAID, FEES FROM THE DATE YOU NOTIFY US OF THE NON-CONFORMANCE THROUGH THE END OF THE REMAINING SUBSCRIPTION TERM. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES AND CONDITIONS, THEREFORE SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO CUSTOMERS LOCATED IN THOSE JURISDICTIONS.

7- Indemnification

You will indemnify and defend us against any third-party claim resulting from a breach of Section 1.2 or 4.2, or any claims alleging that any of your Content infringes upon any patent, trademark or copyright, or violates a trade secret of any party, and you agree to pay reasonable attorney’s fees, court costs, damages finally awarded, or reasonable settlement costs with respect to any such claim. We will promptly notify you of any claim and cooperate with you in defending the claim. You will reimburse us for reasonable expenses incurred in providing any cooperation or assistance. You will have full control and authority over the defense and settlement of any claim, except that: (i) any settlement requiring us to admit liability requires prior written consent, not to be unreasonably withheld or delayed, and (ii) we may join in the defense with our own counsel at our own expense.

8- Limitation of liability

8.1- Limitation on direct liability

NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR OTHER SUCH DAMAGES OR LOSSES, INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING OUT OF OR RELATING TO: (i) LOSS OR CORRUPTION OF FILES OR DATA, (ii) LOSS OF INCOME, (iii) LOSS OF OPPORTUNITY, (iv) LOST PROFITS, OR (v) COSTS OF RECOVERY, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR VIOLATION OF STATUTE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY.

8.2- Limitation on amount of liability

EXCEPT FOR YOUR BREACH OF SECTIONS 1.2, OR 4.2 AND YOUR INDEMNIFICATION OBLIGATIONS, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF EITHER PARTY AND THEIR RESPECTIVE LICENSORS AND SUPPLIERS ARISING OUT OF THIS AGREEMENT IS LIMITED TO THE SUM OF THE AMOUNTS PAID FOR THE APPLICABLE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY. THE FOREGOING DOES NOT LIMIT YOUR OBLIGATIONS TO PAY ANY UNDISPUTED FEES AND OTHER AMOUNTS DUE UNDER ANY ORDER.

9- Additional terms

9.1- Free services and Trial

Your right to access and use any free Services is not guaranteed for any period of time, and we reserve the right, in our sole discretion, to limit or terminate your use of any free versions of any Services by any individual or entity. If you are using the Services on a trial or promotional basis (“Trial Period”), your Trial Period and access to the Services will terminate: (i) at the end of the Trial Period stated in your Order; (ii) if no date is specified, thirty (30) days after your initial access to the Services; or (iii) or upon your conversion to a paid subscription. If you decide to subscribe to a paid service, you will be automatically charged the relevant subscription fees, based on the type of paid subscription selected. During the Trial Period, to the extent permitted by law, we provide the Services “AS IS” and without warranty or indemnity, and all other terms otherwise apply. We may modify or discontinue any trials at any time without notice.

9.2- Third party services

Services may provide the capability for you to link to or integrate with third-party sites or applications separately accessed by you and not purchased from us. We are not responsible for and do not endorse such services. You have sole discretion whether to purchase or connect to any third-party services and your use is governed solely by the terms for those services.

Any third-party services we have sold to you are subject to this Agreement, including any additional terms specific to those services that we may provide. Unless otherwise specified herein, we and our contractors, suppliers, and licensors disclaim all warranties, express or implied, and all liability for any third-party services we have sold to you.

9.3- Beta services

We may offer you access to beta services that are being provided prior to general release, but we do not make any guarantees that these services will be made generally available (“Beta Services”). You understand and agree that the Beta Services may contain bugs, errors, and other defects, and the use of the Beta Services is at your sole risk. You acknowledge that your use of Beta Services is on a voluntary and optional basis, and we have no obligation to provide technical support and may discontinue the provision of Beta Services at any time in our sole discretion and without prior notice to you. These Beta Services are offered “AS-IS”, and to the extent permitted by applicable law, we disclaim any liability, warranties, indemnities, and conditions, whether express, implied, statutory, or otherwise. If you are using Beta Services, you agree and acknowledge that, as a condition of your participation, you will receive related correspondence and updates from us. If you provide feedback (“Feedback”) about the Beta Service, you agree that we own any Feedback that you share with us. For the Beta Services only, these Terms supersede any conflicting terms and conditions in the Agreement, but only to the extent necessary to resolve conflict.

9.4- No Class Actions

You may only resolve disputes with us on an individual basis and you agree not to bring or participate in any class, consolidated, or representative action against us or any of our employees or affiliates.

9.5- Security emergencies and high-risk use

If we reasonably determine that the security of our Services or infrastructure may be compromised due to hacking attempts, denial of service attacks, or other malicious activities, we may temporarily suspend the Services. If we do so, we will, to the extent practicable, provide you notice, and take actions designed to promptly resolve any security issues and restore the Services.

You understand that the Services are not designed or intended for use during high-risk activities, which include but are not limited to use in hazardous environments requiring fail-safe controls, weapons systems, aircraft navigation, control, or communications systems, and/or life support systems.

9.6- Assignment

Neither party may assign its rights or delegate its duties under the Agreement either in whole or in part without the other party’s prior written consent, which shall not be unreasonably withheld, and any attempted assignment without consent will be considered null and void. However, Zygon may assign the Agreement, in whole or in part, to an affiliated entity, or as part of a corporate reorganization, consolidation, merger, acquisition, divestiture or sale of all or substantially all of its business or assets to which this Agreement relates. The Agreement will bind and inure to the benefit of each party’s successors or assigns.

9.7- Survival

The provisions of Sections 2 (Orders, Fees, and Payment), 3.3 (Effect of Termination), 4 (Your Content and Accounts), 7 (Indemnification), 8 (Limitation on Liability), 9.4 (No Class Actions), 9.7 (Notices), and 9.10 (Contracting Party, Choice of Law and Location for Resolving Disputes) survive any termination of the Agreement.

9.8- General Terms

If any term of this Agreement is not enforceable, it will not affect any other terms. Both parties are independent contractors and nothing in this Agreement creates a partnership, agency, fiduciary, or employment relationship between the parties. No person or entity not a party to the Agreement will be a third-party beneficiary. Our authorized distributors do not have the right to modify the Agreement or to make commitments binding on us. Failure to enforce any right under the Agreement will not waive that right. Unless otherwise specified, remedies are cumulative. The Agreement may be agreed to online or executed by electronic signature and in one or more counterparts. No party will be responsible for any delay or failure to perform under the Agreement due to any events or circumstances that are outside the impacted party’s control or that the parties could not have reasonably anticipated (e.g., natural disasters; terrorist activities, activities of third-party service providers, labor disputes; acts of government, etc.), but only for so long as those conditions persist and the party suffering from any such conditions uses reasonable efforts to mitigate against the effects of such conditions.

9.9- Contracting Party, Choice of Law, and Location for Resolving Disputes

Each party agrees that the applicable governing law, without regard to choice or conflicts of law rules, and the exclusive jurisdiction of the applicable courts will be as follows:

• if the Customer is domiciled in the USA: the laws of the State of New York will be applicable and the Federal and State courts located in New York will have exclusive jurisdiction,
• if the Customer is domiciled in any other country: French law will be applicable and the Tribunal of Commerce of Paris will have exclusive jurisdiction.

This Agreement was last updated on December 1, 2023. It is effective as of the date Customer first accepts it between Customer and the applicable Zygon contracting entity

Data Processing Addendum

DPA is available on this link