Terms of Service
This agreement applies to zapiness.com and any of its subdomains (the “Site”) and the associated software products (the “Products”) are works belonging to GovWizley, LLC, 10523-A Braddock Road GovWizely, LLC 10523-A Braddock Road Fairfax, VA 22032, United States. The governing law Virginia and controlling United States federal law.
PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. THIS AGREEMENT CONTAINS A MANDATORY ARBITRATION OF DISPUTES PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
These Terms of Service (“Terms”) valid for Zapiness’ customers as well as the users who access the customers Application Program Interfaces (“API”) and are limited to the use of the Software provided by Zapiness.
You understand and agree that you are solely responsible for reviewing these Terms from time to time. You can always review the most current version of these Terms. Any continued use of the Software by you after such amended Terms have been posted or information regarding such amendment has been sent to you, shall be deemed your consent and agreement to such amended Terms.
These Terms contain the entire agreement of the parties to the use of the Software, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Zapiness provides the necessary infrastructure to for publishers to share information for Web Services, publicize them, monitor the usage and obtain payment for them.
Zapiness offers one single type of account with which a user can carry out actions including, but not limited to, publish information as an API and monitor (provided/contracted) service usage.
Software and License Grant, Customer Data
Zapiness hereby provides Customer with a limited, non-exclusive, non-transferable and terminable license to access and use Zapiness’s API solution (“Software”) solely for Customer’s operations. Customer’s operations include the right to allow Customer’s customer access to the Software interfaces to transact business with Customer. Customer may permit its third party contractors, subject to confidentiality and use obligations at least as restrictive as those set forth in this Agreement, to access and use the Software solely in connection with services provided by such third party contractors to Customer.
The terms of this Agreement shall also apply to any modules or features subsequently provided by Zapiness to Customer, and/or that have been purchased by Customer that augment or enhance the current business application.
Zapiness shall host the Software and may update the functionality and user interface of the Software from time to time in its sole discretion.
No other rights with respect to the Software are granted under this Agreement. Without limiting the generality of the foregoing the Software used by Customer is subject to the payment obligations set forth in the Fees and Payment Section of this Agreement.
The parties acknowledge, that as between them, all data entered by Customer or its representatives into the Software or Zapiness systems (“Customer Data”) is owned by Customer. Under no circumstances will Zapiness withhold the Customer Data from Customer or prevent Customer from obtaining access to the Customer Data.
“Upgrades” means new versions of, and updates to, the Portal and Admin dashboard of the Software, whether for the purpose of fixing an error, bug or other issue in the Platform or enhancing the functionality of the Platform.
Customer acknowledges that from time to time Zapiness may apply Upgrades to the Platform, and that such Upgrades may result in changes the appearance and/or functionality of the Software.
The license granted in this Agreement and Customer’s use of the Software shall not include service bureau use, outsourcing, renting or time-sharing of the Software.
Customer agrees that the license granted herein is not a concurrent user license and that the rights granted to Customer are provided to Customer on the condition that Customer does not (and does not allow any third party to) copy, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Software or any part thereof otherwise attempt to discover any source code, modify the Software in any manner or form, or use unauthorized modified versions of the Software, including (without limitation) for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to the Software.
Except as provided in this Agreement, the license granted to Customer does not convey any rights in the Software, expressed or implied, or ownership in the Software or any intellectual property rights thereto. Any rights not expressly granted herein are reserved by Zapiness.
Customer will be responsible for receiving and responding to all calls for support from his End Users for the Software and for performing initial problem analysis, diagnosis, and replication of the problem at Customer’s location. Problems will be deemed replicated if they occur persistently, if it seems reasonably likely they originate in the Software, and if Customer reasonably cooperates with Zapiness by providing logs and other information about the problem, its occurrences, and provides assistance to Zapiness to help isolate the problem.
Zapiness has no obligation to provide Support Services for problems in the operation or performance of the Software caused by a non-Zapiness software or hardware product. If Zapiness determines that it is necessary to perform Services for a problem caused by a Customer-Generated Error, then Zapiness will notify Customer thereof as soon as Zapiness is aware of such Customer-Generated Error and, upon Customer’s written request, Zapiness will perform such professional services and invoice Customer at Zapiness’s then-current published time and materials rates for all such professional services performed by Zapiness.
Service Levels and Maintenance
Zapiness reserves the right to refuse connections/traffic without warning at traffic volumes above 5x the Per second allowed rate (“Per second allowed rate” being 1.75x the average number of queries per second based on the contracted traffic tier).
Customer can deploy API Traffic Management agents in as many environments as desired without additional license cost – both production and non-production. Traffic generated in both Production and non-Production costs will count towards service quotas and threshold.
Fees and Payment
Customer subscribed to Zapiness plans will pay a monthly-based subscription fee for the license and services detailed in this Agreement and based on a subscription price with the capacity and traffic limits herein as detailed in Section 3. All fees are non-refundable and guaranteed.
Customer will be issued with a receipt of the services provided on a monthly basis. The receipt will reflect and automatically deduct the commission that Zapiness charges for its service, if applicable, from the total earnings in the period.
The fees and other amounts required to be paid under this Agreement are exclusive of taxes. Customer will be responsible for and will reimburse Zapiness for all sales, use, excise (but not corporate excise), or other similar state or local taxes. Such provision excludes Zapiness’ income taxes, franchise taxes (including corporate excise taxes), taxes on Zapiness’s property used to provide the services, or any other taxes for which Customer is exempt.
Customer will receive settlement of the amount stated in the receipt within 20 working days of the receipt being issued. Settlement will be made into the verified payment account configured by the provider on the day of settlement. All amounts are in U.S. dollars.
Zapiness shall automatically adjust list prices generally applicable to Zapiness’s customers at the start of each calendar year.
Customer must complete the Zapiness registration process, in which case, Customer agrees to: (a) provide true, accurate, current and complete information about himself/herself or his/her company as prompted by the Service registration form (such information being the Registration Data) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.
Customer declares that the information provided for the items organizational name, legal address, tax identifier, country of residence and contact email address are (a) true, accurate, current and complete information about himself/herself or his/her company as prompted by the Service registration form (such information being the Registration Data) and (b) will be maintained and promptly updated to keep it true, accurate, current and complete.
Customer can review and change Personally Identifiable Information, password or banking details at any time by going to the “Account” page area in the Administration Dashboard once signed into Customer’s account.
Customer will create a password and account during the Service registration process. Customer is responsible for maintaining the confidentiality of the password and account, and is fully responsible for all activities that occur under his/her password or account. Customer agrees to (a) immediately notify Zapiness of any unauthorized use of the password or account or any other breach of security, and (b) ensure that Customer exits from the account at the end of each session. Zapiness cannot and will not be liable for any loss or damage arising from failure to comply with the rules in this Section.
If Customer provides information of any kind which is untrue, inaccurate, not current or incomplete, or Zapiness has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Zapiness has the right to suspend or terminate the account and refuse any and all current or future use of the Software (or any portion thereof).
In using Zapiness Software, Customer understands that he is liable for all information, in whatever form, (Information) made available to his/her customers via the Software provided by Zapiness. Customer agrees not to use the Software to:
Transmit or otherwise make available any Information that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
Harm minors in any way.
Customer understands and agrees that unless expressly stated, Zapiness in no way controls, verifies or endorses any of the information uploaded by Customer in the Software. Customer also understands that Zapiness is not responsible for Content made available through the Software.
Customer further acknowledges and agrees that Zapiness shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
Customer understands and agrees that any uploading or posting will be at Customer’s sole risk and Zapiness shall not be responsible to Customer in any way. Further, Zapiness does not provide any warranty as to Customer’s use of third-party content, software or services that Customer obtains via the Software.
Customer agrees that Zapiness may during the term of this Agreement issue press releases and make orally reference to the fact that Customer is a customer of Zapiness. Zapiness agrees that Customer may also (during the term of this Agreement) make reference, orally or in writing, that Zapiness is a service provider of Customer.
Zapiness reserves the right to use Customer’s Web Services description to configure examples in its press releases, marketing channels and any other publicity materials as well as the right to link to Customer’s site.
Intellectual Property Rights, Use of Data, Trade name and Trademarks
All right, title and interest and all Intellectual Property Rights in and to the Pre-Existing Materials of each respective Party or a third party shall vest in and be the sole and exclusive property of that Party or such third party.
All right, title, and interest in and to the Software and all intellectual property rights in the foregoing will remain vested in Zapiness.
Neither party will at any time do, permit or cause to be done, any act or thing that would tend to impair or dilute in Customer’s case, Zapiness’ rights in the Software or either party’s trademarks, service marks, and trade names.
Customer acknowledges and agrees that Zapiness may use aggregate data derived from Customer’s use of the Software hereunder provided that Zapiness has anonymized such data. Zapiness may use in its marketing and advertising the total number of users, total number of stored claim records, total transaction volumes, and other aggregate statistics to attract new customers. Customer further represents and warrants that the use of such data by Zapiness will not infringe upon any person’s or entity’s intellectual property rights or other proprietary interests or invade any person’s or entity’s privacy. Further, the use of such data by Zapiness will not result in any violation of applicable law or any agreement to which Customer is a party or by which Customer is bound. This section shall survive the termination of this Agreement with respect to data transmitted hereunder prior to the date of termination.
Zapiness will not contact Customer or Customer’s customers with third party advertising or promotion without Customer’s explicit permission. Zapiness strongly value this relationship and do not want to compromise this in any way. Zapiness will not sell, share, or rent this information to others in ways different from what is disclosed in this statement.
Customer further acknowledges that Zapiness may, in its sole discretion, preserve or disclose Customer’s Content, as well as Customer’s information, such as e-mail addresses, IP addresses, timestamps, and other user information, if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to comply with the legal process, enforce these Terms, respond to claims that any Content violates the right of third-parties; or to protect the rights, property, or personal safety of Zapiness, its users or the general public.
Customer may terminate this Agreement at any point in time upon notification to Zapiness.
Customer agrees that Zapiness at its sole discretion, has the right (but not the obligation) to delete or deactivate Customer’s account, block Customer’s email or IP address, or otherwise terminate Customer’s access to or use of the Software (or any part thereof), immediately and without notice, and remove and discard any Content within the Site, for any reason, including, without limitation, if Zapiness believes that Customer has acted inconsistently with these Terms. Further, Customer agrees that Zapiness shall not be liable to Customer or any third-party for any termination of such access to the Site. Further, Customer agrees not to attempt to use the Software after said termination.
Upon the termination or expiration of this Agreement for any reason, Customer’s rights under this Agreement will cease, including all rights to use the Software.
No termination of this Agreement will affect any obligation to make payment of outstanding amounts owed by Customer to Zapiness.
Unless stated in a supplementary license agreement, Zapiness reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Software (or any part thereof) with or without notice. Customer agrees that Zapiness shall not be liable to Customer or to any third party for any modification, suspension or discontinuance of the Software.
Zapiness represents, warrants and covenants that the service will be provided in manner consistent with generally accepted industry standards, however, Customer expressly agrees that the use of the Software and its content is at Customer’s sole risk and that Customers will be solely responsible for any damage to Customer’s computer system or loss of data that results from the downloads of files, software services and/or any graphics or other content.
Zapiness represents, warrants and covenants that it has the authority and the right to enter into this Agreement, to perform services and provide Software under this Agreement, and that its obligations under this Agreement are not in conflict with any Zapiness obligations to any third parties.
Zapiness represents, warrants and covenants that it and its permitted subcontractors will render services and provided Software using personnel that have the necessary knowledge, training, skills, experience, qualifications and resources to provide and perform the services in accordance with this Agreement, and will render services and provide the Software in a prompt, professional, diligent, and workmanlike manner, consistent with industry standards applicable to the performance of similar services and software.
Zapiness’s warranties under this Agreement will be void and of no effect with respect to any Software which has been modified by Customer or by any party other than Zapiness or which is used in any manner other than as authorized under this Agreement.
LIMITATION OF LIABILITY
CUSTOMER EXPRESSLY UNDERSTANDS AND AGREES THAT ZAPINESS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF Zapiness HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; OR (v) ANY OTHER MATTER RELATING TO THE SERVICE.
CUSTOMER HEREBY AGREES, AT HIS/HER EXPENSE, TO INDEMNIFY, DEFEND AND HOLD Zapiness HARMLESS FROM AND AGAINST ANY LOSS, COST, DAMAGES, LIABILITY, AND/OR EXPENSE ARISING OUT OF OR RELATING TO (A) THIRD PARTY CLAIMS, ACTIONS OR ALLEGATIONS OF INFRINGEMENT BASED ON INFORMATION, DATA OR CONTENT CUSTOMER SUBMITTED IN CONNECTION WITH THE SOFTWARE, (B) ANY FRAUD, MANIPULATION OR OTHER BREACH OF THESE TERMS BY CUSTOMER, OR (C) THIRD PARTY CLAIMS, ACTIONS OR ALLEGATIONS BROUGHT AGAINST Zapiness ARISING OUT OF CUSTOMER’S USE OF THE SOFTWARE.
13.1 This Agreement does not create any joint venture, partnership, agency, or employment relationship between the parties, although the Zapiness reserves the right to name Customer as use of the Software.
The Limitation of Liability, Intellectual Property Rights, Use of Data, Trade Names and Trademarks, Limited Warranty, Fees and Payments, and Miscellaneous Sections will survive termination or expiration of this Agreement.
Zapiness shall not be liable for any loss or delay (including failure to meet the service level commitment) resulting from any force majeure event, including, but not limited to, acts of God, fire, natural disaster, terrorism, labor stoppage, war or military hostilities, criminal acts of third parties, and any payment date or delivery of Software date shall be extended to the extent of any delay resulting from any force majeure event.
Except for the sole purpose of complying with its obligations in the Agreement, Zapiness will not modify any Customer Data, merge or commingle it with other data, commercially exploit it, disclose it, share it, sell it, rent it, provide access to it, or do anything that may in any manner adversely affect the integrity, security or confidentiality of the Customer Data.
Customer understands that the technical processing and transmission of the Software, including Customer/s Information, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
During Customer use of Zapiness services, Zapiness may calculate and optionally store statistics and/or logs of the Customer traffic that the customer reports to Zapiness using the provided Zapiness APIs. Zapiness may limit the period of storage of this statistical data depending on the contract type that the customer maintains with Zapiness.
Zapiness commits to retain the statistical data for a minimum of 1 year for paid accounts. Zapiness makes no commitment to minimal storage time for free accounts and may remove stored statistical data at any time with no warning.
Upon termination, Zapiness will delete the Customer’s account and all associated statistical data.