ZEF Terms of Use

VERSION 3 May 2018

These ZEF Terms of Use (”Terms”) govern your use of ZEF’s survey-as-a-service and other ZEF services (collectively, the ”Services”), provided to you by ZEF Oy, a limited liability company duly incorporated and organized under the laws of Finland, with its registered offices at Elektroniikkatie 6, 90590 Oulu, Finland (“ZEF”).

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICES, AS THEY ARE LEGALLY BINDING CONTRACT BETWEEN YOU AND ZEF.

Your use of the Services is strictly voluntarily but may require your consent to permit the processing of your personal data. Please read ZEF’s Privacy Policy before using our Services for further information related to data protection and processing of personal data.

In order to create a Member Account and use the Services, you must accept these Terms. If you don’t have an account, you accept these Terms by visiting our website  www.beta.zef.fi  or using any part of the Services. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT CREATE MEMBER ACCOUNT OR USE THE SERVICES. By clicking the “Sign up” button you agree to be bound by the terms and conditions of these Terms.

If you are creating an account to access the Services for the first time on behalf of the Customer (“Customer Account”), you must also accept ZEF’s Data Processing Addendum (“DPA”). The DPA is a legally binding contract between ZEF and the Customer which sets out the mandatory provisions required by the EU General Data Protection Regulation (679/2016) concerning data protection and processing of personal data.

You can contact ZEF by sending a message to support@zef.fi or through our website www.beta.zef.fi

Definitions

Admin means a Member or Members of the Customer with extended rights for overseeing actions taken by Members when using the Service. Admin is also capable of deleting Member Accounts.

Agreement means the agreement between ZEF and the Customer concerning use of ZEF’s Services, which consists of these Terms, the DPA and any other binding document separately agreed between ZEF and the Customer.

Customer means the entity with whom ZEF has a contractual relationship concerning use of ZEF’s Services

Customer Account is the first account which an Owner creates on behalf of the Customer during sign-up process to use ZEF’s Service. Member Accounts are linked to the Customer Account.

License Type means the feature availability level of the Service. The Service is made available on a trial basis (TRIAL), free of charge basis (FREE) and paid license basis (BASIC, PRO, ENTERPRISE) after the Customer’s acceptance of the Agreement.

Owner means the main Member(s) of the Customer who manages the Customer Account. Owner is also capable of making payments on behalf of the Customer and changing the status of a Member to Owner or Admin.

Respondent means any individual who answers the Surveys created with the Service by the Customer and/or the Member

Service(s) means ZEF’s survey-as-a-service as well as any other services provided by ZEF

Survey means any type of application created with the ZEF’s Service

Terms means these ZEF Terms of Use

Member means any individual who accesses Service by using a Member Account (i) associated with the Customer and under control of the Customer; or (ii) for his/her own use.

If an individual accesses the Services by using a Member Account for his/her own use, the relevant obligations of the Customer stipulated in these Terms shall be applied to such Member.

Member Account is an account which a Member must create during sign-up process to use ZEF’s Service

ZEF means ZEF Ltd., a Finnish company with registered address at Elektroniikkatie 6, 90590 Oulu, Finland, and VAT (value added tax identification number) FI06403791

  1. Customer Account and Member Account
    1. If you are creating an account for the Service for the first time on behalf of the Customer, such account is called a Customer Account. A person operating the Customer Account is called an Owner in these Terms. If you are creating an account for the Service for your own use, such an account is called a Member Account.
    2. Certain features on Services may require you to create an account (“Member Account”). If you create an Account, you are responsible for maintaining the confidentiality of any and all actions that take place while using your Account. In case of any actual or suspected loss, theft, or unauthorized use of your account or account password, you must immediately notify ZEF Customer Support thereof. ZEF explicitly disclaims any liability for any loss that results from unauthorized use of your username and password, with or without your knowledge.
    3. When you create an Account for the Service, you must provide ZEF with accurate and complete information as required by the account creation and registration process, and to keep that information up-to-date.
    4. You may use only the Member Account you created to access the Services. You may not allow your Member Account to be used by anyone else to access the Services. Furthermore, you may not use the name of another person with the intent to impersonate that person or in any other way that otherwise causes confusion as to the origin of your Member Account. Customer Account may have one or more Owners nominated by the Customer.
    5. If you violate the terms of these Terms, ZEF may suspend or terminate your Account and refuse to allow you to use the Services at any time.
    6. All personal data related to your Member Account will be processed and used in accordance with ZEF’s Privacy Policy.
    7. You can deactivate your Member Account either by using the functionality available on ZEF’s Service platform or by contacting ZEF Customer Support.
  2. Use of the Service
    1. Subject to the terms and conditions of these Terms and the Agreement, and subject to the Customer paying the agreed fees, ZEF grants to Customer and its Members a limited, non-exclusive, non-transferable license (without the right to sublicense) for the duration of Agreement to access and use the Services for its internal business purpose only in accordance with these Terms and the Agreement.
    2. ZEF does not warrant that:

      a) the Services fulfill the Customer’s or Member’s demand and needs;

      b) the Services are uninterrupted, timely, free from defects or malicious software; and

      c) the Services do not infringe any rights.

    3. The Customer may permit the Members to use the Services during the term of the Agreement in accordance with the terms of these present Terms. Each Member must accept these Terms during the sign-up process of their Member Account. The Customer shall be responsible for the Members’ compliance with these Terms.
    4. Individuals who are under age of sixteen (16) years may not use the Services.
  3. Terms of Payment
    1. The Customer shall pay to ZEF charges for the Service and use thereof based on the License Type chosen by the Customer in accordance with ZEF’s then valid price list. The License Types, their features and prices are presented on the Service platform. Payment obligation shall commence on the date the Customer has signed-up to the Service.
    2. Prices are exclusive of Value Added Tax (VAT 0 %) and then valid VAT shall be added to the prices upon invoicing.
    3. ZEF shall invoice the charges in accordance with invoicing periods determined by ZEF. Payment term is 14 days net from the date of the invoice. Interest on delayed payments is in accordance with the Finnish Interest Act.
    4. Charges for the Service may also be charged from the Customer’s valid credit card in advance. In order to enable credit card payment, the Customer shall add a compatible and valid credit card to the Service and accept the charges to be charged from such credit card. If the Customer’s credit card is not chargeable for any reason whatsoever, ZEF may, at its sole discretion, send an invoice to the Customer or terminate the Agreement with immediate effect.
    5. ZEF shall send invoices, notifications and other messages to address notified by the Customer in writing or electronically. The Customer shall be obliged to notify ZEF of any changes to its contact information without undue delay.
  4. Customer’s and Member’s obligations
    1. Within its organization the Customer shall name an Owner among its Members, whose duty it is to, inter alia, create and manage access rights in the Customer’s organization. Furthermore, it is the duty of an Owner to cancel access rights of such Members who no longer have the right to use the Service. The Customer is responsible for the acts and omissions of its Owner and Members. The Customer is also responsible that the Service is used only by such Members for whom the Customer has given access rights appropriately. The Owner is responsible of notifying ZEF immediately after noticing behavior by Members that is in violation of these Terms or otherwise suspicious.
    2. The Customer represents and warrants to ZEF that:

      (a) it has complied with all applicable laws and regulations concerning the use of the Service and data they provide to and/or download from the Service. If not, the Customer must immediately cease use of the Service and immediately inform ZEF thereof in writing;

      (b) as a data controller within the meaning of the applicable data protection legislation, the Customer has obtained a valid consent from each Respondent responding to a Survey (or other legal basis for processing of personal data, if applicable)

    3. The Customer and Member agrees not to:

      (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than authorized Members and subject to the Customer’s internal purposes as expressly permitted under these Terms;

      (b) modify, adapt, alter or hack the Service or otherwise attempt to gain unauthorized access to the Service or related systems and networks;

      (c) use the Service in any unlawful or unethical manner, including, but not limited to, violation of any person’s right to privacy;

      (d) use the Service to store or transmit material or other content that infringes intellectual property right of any person or entity;

      (e) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any software making up the Service;

      (f) use the Service for conducting unethical research or Surveys;

      (g) use the Service or use its API in order to develop a competing product or service, and not copy any feature, functionality, graphics or design of the Service for competing purposes; or

      (h)attempt to use or use the Service in violation of the Agreement.

    4. Use of the Service occurs on the Customer’s and Member’s risk and liability. ZEF is not responsible for any information or material provided by the Customer, Members or any third parties through the Service.
    5. The Customer and Members is liable for any unauthorized installation, use, copying, reproduction, or sharing of the Service, software or parts thereof and is liable for possible costs, expenses and damages incurred to ZEF as a result thereof.
    6. The Customer and Members must use the Service in a way that does not cause interference to the Service or to other Members. The Customer and Members are liable for content and material delivered to other Members and third parties through the Service as well as for content and material delivered to servers operated by ZEF or a third party. The Customer and Members also liable for ensuring that the equipment and contents and material the Customer and Members are responsible for and delivered by the Customer or Members through the Service do not cause interference to the Service and its availability, communication network, or infringe legislation or authoritative orders and recommendations and intellectual property rights of third parties.
    7. If ZEF, governmental authority or a third party claims that such content and material have been delivered to other Members or servers operated by ZEF or a third party through the Service, then ZEF shall have the right to delete such infringing or unlawful or unethical content or material and prevent use of the Service by available means. The Customer or Member are responsible for loss, alteration or delay of contents and material transmitted by abusing the Service, as well as for claims and disputes and possible damages caused by such content and material.
  5. Availability, Support and Maintenance of the Service
    1. The Service is provided on ”as is” and “as available” basis. Use of the Service is intended to be provided 24/7, excluding temporary service breaks, which may result from maintenance, update or correction activities or activities performed in order to ensure or restore availability, performance, recoverability, information security or management of the Service or from other similar breaks. ZEF shall have no liability for such breaks. ZEF shall inform the Customer and Members of such breaks in advance if it is reasonably possible.
    2. ZEF shall ensure that the Service functions materially in conformity with the service description (if any). Nonetheless ZEF shall have no such responsibility in case the Service does not function due to accident, misuse or unauthorized amendments made by or on behalf of the Customer or Members.
    3. ZEF shall have the right to measure and adapt data communications in order to avoid overload in data connection, which may affect the quality of the Service provided. ZEF is entitled to make such minor changes and amendments to its Service which do not have effect on its essential content.
  6. Intellectual Property Rights & Content
    1. The Customer hereby acknowledges that the title, copyright and all other intellectual property rights in and to the Services including without limitation the source code of the software are the property of ZEF or its licensors. ZEF or its licensors has exclusive ownership of all enhancements, alterations, modifications, fixes, patches, workarounds and other additions to the Services. Customer hereby acknowledges and agrees that all intellectual property in and to the Services, software and software source code vests in ZEF and that nothing in the Agreement shall operate to transfer, or is intended to operate or transfer, any right, title or interest in or to the Services save to the extent of the license set out in the Agreement. ZEF reserves any rights not expressly granted in the Agreement.
    2. The Customer owns any content, data, information and material originated by the Customer that the Customer submits or compiles in the course of using the Services ("Customer Content"). ZEF has no ownership rights in or to the Customer Content, however ZEF shall have, for the provision of the Services, the right of use of such Customer Content for the purposes stipulated in the Agreement. The Customer shall be solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to the Customer Content.
    3. ZEF and/or its affiliates and third parties retain ownership, responsibility and/or other applicable rights in all ZEF Content. For the purposes of these Terms, content on the Services that is not Customer Content shall be considered ZEF Content.
    4. ZEF grants the Customer a limited, recoverable, personal, non-transferable and non-exclusive right and license to access and use the Services and ZEF Content, provided that the Customer and its Members do not, nor allow any third party to, copy, modify, create a derivative work from, reverse engineer, sell, assign, sublicense or otherwise transfer any right in the ZEF Content or Services to anyone else.
    5. When the Customer or its Members create content together with ZEF through the Services (“Shared Content”), the Customer grants to ZEF a non-exclusive, irrevocable, royalty-free, freely transferable, sublicensable, worldwide right and license to use, host, store, reproduce, publish, display, perform, distribute, transmit, modify, adapt, commercialize, create derivative works of, and otherwise exploit such Shared Content in connection with any and all of the Services. The Customer and its Members acknowledge that they are not entitled to any compensation or other payment from ZEF in connection with the use of Shared Content.
    6. The rights the Customer and its Members grant in these Terms are for the limited purposes of allowing ZEF to operate the Services in accordance with their functionality, improve the Services, develop new Services, and to allow other Members to use the Services in accordance with their intended function.
    7. ZEF reserves the right to monitor, remove or modify Customer Content that ZEF reasonably believes is in violation of these Terms, the Agreement or other ZEF policies.
    8. ZEF makes no representations or warranties as to the accuracy, reliability, completeness or timeliness of any ZEF Content available through the Services, and ZEF makes no commitment to update such ZEF Content.
    9. Using the Service does not give the Customer nor its Members ownership of any intellectual property rights in the Service or the ZEF Content they access.
  7. Suspension of the Services
    1. ZEF shall have the right to suspend the provision or use of the Service partly or in full for the following reasons:

      (i) Suspension is necessary for repair, update or maintenance of the Service or part thereof or to otherwise ensure usability or functioning of the Service. ZEF shall inform the Customer of such suspension beforehand if it is reasonably possible;

      (ii) Use of the Service or prerequisites for using the Service, for which the Customer is responsible for, have caused or is causing interference or disruption to the Service or other Members of the Service;

      (iii) Default of payment obligation based on the Agreement despite demand for payment;

      (iv)ZEF has a legitimate reason to suspect that the Service and/or Surveys have been used for illegal or unethical activities;

      (v)The Customer is subject to liquidation or bankruptcy proceedings or otherwise declared insolvent; or

      (vi)The Customer does not comply with the terms of these Terms or the Agreement.

    2. Suspension of use of the Service does not cancel the Customer’s payment obligation of charges which are not dependable on the volume of use. ZEF shall be entitled to charge for re-opening of use of the Service in accordance with its then valid price list, if the suspension is due to a reason attributable to the Customer.
  8. Updates and Changes
    1. ZEF may change the Services and their form and functionality, as well as to impose limits or restrict access to the Services or any part thereof without prior notice or liability to you.
    2. From time to time, based on its discretion, ZEF may develop and provide updates for the Services, such as upgrades, modifications, bug fixes, patches or other error corrections and/or new features (“Updates”). However, ZEF is under no obligation to provide any Updates.
    3. The Updates may include updated versions of the Services, which may automatically electronically upgrade the versions used on your device and/or equipment. You expressly consent to such automatic Updates, and you agree that these Terms will apply to any and all Updates to the Service.
    4. ZEF may change, suspend, or discontinue any or all of the Services at any time, including the availability of any product, feature, or content without any prior notice or liability to the Customer or its Members.
  9. Disclaimers
  10. THE SERVICES AND CONTENT ARE PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND. ZEF EXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. ZEF DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH, OR RELATED TO, YOUR USE OF THE SERVICE. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SERVICE.

    The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, malicious software, data connection failure or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action.

    In addition, ZEF does not represent or warrant that the Service will be uninterrupted or error-free, that the defects will be corrected, or that the Service is free of viruses or other malicious software.

  11. Indemnity
  12. You agree to defend, indemnify and hold ZEF, its suppliers, officers, employees, affiliates and related companies harmless from any and all liabilities, costs and expenses, including reasonable legal fees related to any violation of these Terms by you, or in connection with your use of the Service.

  13. Limitation of Liability
  14. IN NO EVENT WILL ZEF BE LIABLE TO YOU FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, EVEN IF ZEF HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, EXCEPT WHERE PROHIBITED BY LAW.

    In no event will ZEF’s total liability arising out of or in connection with these Terms or from the use of or inability to use the Service exceed the amounts you have paid to ZEF for use of the Service.

  15. Force Majeure
    1. ZEF shall have no liability to the Customer or Members for any failure to perform, or for any delay in performing, any of its obligations under the Agreement, where such failure or delay is caused by any circumstance which is beyond ZEF’s reasonable control (“Force Majeure”). Force Majeure includes, without limitation, strikes, lockouts or other industrial disputes, interruptions in data communication or supply of electricity, breakdown of machinery, war, riot, fire, flood and storm.
    2. A force majeure event suffered by subcontractor, supplier or licensor of ZEF shall also be considered a force majeure event in relation to ZEF if the work to be performed cannot be done or acquired from other source or by other means without incurring unreasonable costs or significant loss of time.
  16. Other Terms
  17. ZEF reserves the right to change, modify, add or remove portions of these Terms, at any time and at its sole discretion. ZEF shall inform you of any changes, amendments or alterations to the present Terms. Your continued use of the Services or any part thereof following the posting of changes requires that you accept, agree and consent to such changes. If you do not accept such new version of these Terms, you may not continue to use the Services or any part thereof.

  18. Dispute Resolution
  19. The Agreement between you and ZEF shall be governed by and construed in accordance with the laws of Finland (excluding its choice of law provisions). Any dispute shall be solved in the district court of ZEF’s place of domicile. If you are a Member based in the European Union, you may make a claim in the courts of the country where you reside.

  20. Validity and Termination
    1. The Agreement shall become effective as of the date of the Customer’s or Member’s sign-up to the Service and shall continue in force until terminated.
    2. You may cancel your account at any time by using the functionality available on ZEF’s Service platform or by contacting support@zef.fi. ZEF may also at any time terminate the Agreement by sending a termination email to the Customer’s email. In any such event this Agreement will terminate with effect from the end of the then current subscription period. Upon any termination, discontinuation, cancellation or expiry of the Services or your account, the following provisions of these Terms will survive: Content, Disclaimers, Indemnity, Limitation of Liability, Other Terms, and Dispute Resolution.
    3. If you violate these Terms, ZEF reserves the right to deactivate your account or terminate these Terms, at ZEF’s sole discretion, at any time and without notice or liability to you. Upon any such termination, we may delete your content and other information related to your Account.
    4. On termination of the Agreement for any reason, ZEF shall not be obligated to issue any refund for any unused part of the charges under the Agreement.
  21. Validity of Terms
  22. These Terms are effective as of 3 May 2018 until further notice.

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