This document is an
electronic record in terms of the Information Technology Act, 2000 and rules
thereunder as applicable and various other relevant statutes. This electronic
record is generated by a computer system and does not require any physical or digital
signatures.
This is a legal and
binding agreement between you, the user (“User” or “You”) of the Services, as
defined below, and ZDS InfoTech Pvt. Ltd. (ZDSi), stating the terms that govern
your use of the Site or the Platform, as defined below. By accepting these
terms of use in any manner or accessing this website, you consent, agree and
undertake to abide, be bound by and adhere to the terms of use and the Privacy
Policy accessible at https://www.zdssolutions.com/terms-of-use/ and https:// www.zdssolutions.com
/privacy-policy respectively,
and any other terms which governed by the Site (together referred to as “Terms
of Use” or “Terms” or “Terms and Conditions”) and if you do not agree to these
terms of use, you are not entitled to avail of / use the services and any use
thereafter shall be unauthorized.
Acceptance of the Terms
You must be of
legal age to enter into a binding agreement in order to accept the Terms. If
you do not agree to the General Terms, do not use any of our Services. If you
agree to the General Terms and do not agree to any Service Specific Terms, do
not use the corresponding Service. You can accept the Terms by checking a
checkbox or clicking on a button indicating your acceptance of the terms or by
actually using the Services.
Description of Service
We provide an array
of services via mobile and web applications under the name Z-PayEss (referred to as the Service) for online
collaboration, real-time communications and management of field operatives and
others within the organisation (“Service” or
“Services”). You may use the Services for your internal business purpose in the
organization that you represent. You may connect to the Services using any
Internet browser supported by the Services and using the mobile apps developed
by us. You are responsible for obtaining access to the Internet and the
equipment necessary to use the Services. You can create and edit content with
your user account and the information you create is shared with other members
of your organisation.
Beta Services
The Service may
also include certain features/functionality as closed or open beta services
(“Beta Service” or “Beta Services”) for the purpose of testing and evaluation.
You agree that we have the sole authority and discretion to determine the
period of time for testing and evaluation of Beta Services. We will be the sole
judge of the success of such testing and the decision, if any, to offer the
Beta Services as commercial services. You will be under no obligation to
acquire a subscription to use any paid Service as a result of your subscription
to any Beta Service. We reserve the right to fully or partially discontinue, at
any time and from time to time, temporarily or permanently, any of the Beta
Services with or without notice to you. You agree that ZDSI will not be liable
to you or to any third party for any harm related to, arising out of, or caused
by the modification, suspension or discontinuance of any of the Beta Services
for any reason.
Modification of Terms of Service
We may modify the
Terms upon notice to you at any time through a service announcement or by
sending email to your primary email address. If we make significant changes to
the Terms that affect your rights, you will be provided with at least 30 days
advance notice of the changes by email to your primary email address. You may
terminate your use of the Services by providing ZDSI notice by email within
15-days of being notified of the availability of the modified Terms, if the
Terms are modified in a manner that substantially affects your rights in
connection with use of the Services. Your continued use of the Service after
the effective date of any change to the Terms will be deemed to be your
agreement to the modified Terms.
User Sign up Obligations
You need to sign up
for a user account by providing all required information in order to access or
use the Services. If you represent an organization and wish to use the Services
for corporate internal use, we recommend that you, and all other users from
your organization, sign up for user accounts by providing your corporate
contact information. In particular, we recommend that you use your corporate
email address.
You agree to:
Organization Accounts and Administrators
When you sign up
for an account for your organization you may specify one or more administrators
to manage your organisation’s account. The
administrators will have the right to configure the Services based on your
requirements and manage end users in your organization account. If your
organization account is created and configured on your behalf by a third party,
make sure that you enter into a suitable agreement with such third party
specifying such party’s roles and restrictions as an administrator of your
organization account.
You are responsible
for
You understand that
ZDSI is not responsible for account administration and internal management of
the Services for you.
You are responsible
for taking necessary steps for ensuring that your organization does not lose
control of the administrator accounts. You may specify a process to be followed
for recovering control in the event of such loss of control of the administrator
accounts by sending an email to info@zdssolutions.com, provided that the
process is acceptable to ZDSI. In the absence of any specified administrator
account recovery process, ZDSI may provide control of an administrator account
to an individual providing proof satisfactory to ZDSI demonstrating
authorization to act on behalf of the organization. You agree not to hold ZDSI
liable for the consequences of any action taken by ZDSI in good faith in this
regard.
Personal Information, Privacy & Data
Ownership
Your opting to use
the Service indicates your acceptance of the terms of the ZDSI Privacy Policy
Communications from ZDSI
The Service may
include certain communications from ZDSI, such as service announcements,
administrative messages and newsletters. You understand that these
communications shall be considered part of using the Services. We provide you
the option of opting out from receiving newsletters from us. However, you will
not be able to opt-out from receiving service announcements and administrative
messages.
Complaints
If we receive a
complaint from any person against you with respect to your activities as part
of use of the Services, we will forward the complaint to the primary email
address of your user account. You must respond to the complainant directly
within 10 days of receiving the complaint forwarded by us and copy ZDSI in the
communication. If you do not respond to the complainant within 10 days from the
date of our email to you, we may disclose your name and contact information to
the complainant for enabling the complainant to take legal action against you.
You understand that your failure to respond to the forwarded complaint within
the 10 days’ time limit will be construed as your consent to disclosure of your
name and contact information by ZDSI to the complainant.
Restrictions on Use
In addition to all
other terms and conditions of this Agreement, you shall not:
Spamming and Illegal Activities
You agree to be
solely responsible for the contents of your transmissions through the Services.
You agree not to use the Services for illegal purposes or for the transmission
of material that is unlawful, defamatory, harassing, libelous, invasive of
another’s privacy, abusive, threatening, harmful, vulgar, pornographic,
obscene, or is otherwise objectionable, offends religious sentiments, promotes
racism, contains viruses or malicious code, or that which infringes or may
infringe intellectual property or other rights of another. You agree not to use
the Services for the transmission of “junk mail”, “spam”, “chain letters”,
“phishing” or unsolicited mass distribution of email. We reserve the right to
terminate your access to the Services if there are reasonable grounds to
believe that you have used the Services for any illegal or unauthorized
activity.
Inactive User Accounts Policy
We reserve the
right to terminate unpaid user accounts that are inactive for a continuous
period of 120 days. In the event of such termination, all data associated with
such user account will be deleted. We will provide you prior notice of such
termination and option to backup your data. In case
of accounts with more than one user, if at least one of the users is active,
the account will not be considered inactive.
Trademark
ZDSI, ZDSI logo, Z-PayEss and the Z-PayEss logo are
trademarks of ZDSI. You agree not to display or use, in any manner, the ZDSI
trademarks, without ZDSI’s prior permission.
Disclaimer of Warranties
While every effort
is made by ZDSI to provide highest quality services to its Users, the User
acknowledges that the linking, quality and speed of data transmission through
the networks is entirely dependent on the telecommunication set-up or any other
form(s) of local/Internet connectivity. Accordingly, ZDSI shall in no event be
responsible to the User in any manner whatsoever for any failure, defect, delay
in connectivity or accidental loss of connectivity of the User or the
deficiency in data transmission, or for any inconvenience, damage or loss that
may be caused to any one or of any kind arising therefrom. ZDSI and their third
party service providers expressly disclaim all warranties of the Service,
whether express or implied, including, but not limited to, the warranties of
merchantability, fitness for a particular purpose, and non-infringement.
Limitation of Liability
You agree that ZDSI
shall, in no event, be liable for any consequential, incidental, indirect,
special, punitive, or other loss or damage whatsoever or for loss of business
profits, business interruption, computer failure, loss of business information,
or other loss arising out of or caused by your use of or inability to use the
service, even if ZDSI has been advised of the possibility of such damage. In no
event shall ZDSI’s entire liability to you in respect of any service, whether
direct or indirect, exceed the fees paid by you towards such service.
Indemnification
You agree to
indemnify and hold harmless ZDSI, its officers, directors, employees,
suppliers, and affiliates, from and against any losses, damages, fines and
expenses (including attorney’s fees and costs) arising out of or relating to
any claims that you have used the Services in violation of another party’s
rights, in violation of any law, in violations of any provisions of the Terms,
or any other claim related to your use of the Services, except where such use
is authorized by ZDSI.
Term
The Term of this
agreement is as specified in the invoice served upon the User for payment and
depends upon the “Period of use”. In case of User intending to renew this
agreement, upon request by the User at least 2 weeks prior to the cessation of
the term of this agreement, ZDSI will serve upon the User the charges
applicable and the renewed Term through a fresh invoice, which if accepted by
the User through payment of the charges or acknowledgment of acceptance via
email or other correspondence this agreement shall be considered renewed under
the terms and conditions specified herein and this agreement shall survive for
the renewed term.
Proprietary Rights
The User
acknowledges and agrees that content, including, but not limited to, text,
software, music, sound, photographs, graphics, video, or other material contained
in configuration software, sponsor advertisements (if any) or any other
information presented to the User through the Services or third party
advertisers is protected by copyrights, trademarks, service marks, patents, or
other Intellectual property rights and laws.
The User
acknowledges and agrees that the User is permitted to use this material and
information only as expressly authorized by ZDSI, or advertisers, as
applicable, and may not copy, reproduce, transmit, distribute, or create
derivative works of such content or information without express authorization.
Force Majeure
If at any time,
during the term of the agreement, the performance in whole or part of any
obligation under it shall be prevented or delayed by reason of war, hostility,
acts of the public enemy, civil commotion, sabotage, fire, flood, explosion,
epidemic, quarantine restriction, strikes, lock-out or act of GOD etc., the
User shall not have any claim for damages against ZDSI in respect of such
non-performance or delay in performance the Services.
Arbitration Of Disputes
In the event of any
question, dispute or difference arising out of this agreement and/or the
Services, the matter shall be referred to the sole arbitration of the Managing
Director, ZDS InfoTech Private Limited, New Delhi.
Amendment
ZDSI may modify
this Agreement at any time, and such modifications shall be effective
immediately upon email, posting or other method of notification to User. User’s
continued use of the Services shall be deemed to be User’s conclusive
acceptance of the modified Agreement.
Jurisdiction
This Agreement and
the relationship between ZDSI and the User shall be governed by the laws of
India within the jurisdiction of the city of New Delhi. The failure of ZDSI,
and their third party service providers to exercise or enforce any right or
provision of this Agreement, shall not constitute a waiver of such right or
provision. If any provision of this Agreement is found by a court of competent
jurisdiction to be invalid, the parties nevertheless agree that the court
should endeavor to give effect to the parties’ intentions as reflected in the
provision and rule that the other provisions of this Agreement remain in full
force and effect.
Suspension and Termination
We may suspend your user account or temporarily disable
access to whole or part of any Service in the event of any suspected illegal
activity, extended periods of inactivity or requests by law enforcement or
other government agencies. Objections to suspension or disabling of user
accounts should be made to info@zdssolutions.com within 30-days of being
notified about the suspension. We may terminate a suspended or disabled user
account after 30-days. We will also terminate your user account on your
request.
In addition, we reserve the right to terminate your user
account and deny the Services upon reasonable belief that you have violated the
Terms and to terminate your access to any Beta Service in case of unexpected
technical issues or discontinuation of the Beta Service. You have the right to
terminate your user account if ZDSI breaches its obligations under these Terms
and in such event, you will be entitled to prorated refund of any prepaid fees.
Termination of user account will include denial of access to all Services,
deletion of information in your user account such as your email address and
password and deletion of all data in your user account.
If you have any questions or concerns regarding this Agreement, please contact us at info@zdssolutions.com