last updated: sept 7th 2019

Zeni Agreement & Terms

READ THESE TERMS CAREFULLY BEFORE USING THE ZENI SERVICE. This agreement (“Agreement”, or “Terms of Service”) is entered into by and between Zeni Inc. (“Zeni,” “we” or “us”), and you and your affiliated business entities (“Customer” or “you”). “Affiliate” means any company that controls, is controlled by, or is under common control with Customer, directly or indirectly, with control meaning an ownership interest of at least 20%. The parties are each independent contractors with respect to the other, and neither party is authorized to act for the other as an agent, representative, or partner.

This Agreement states the terms and conditions that govern your access to and use of the Zeni Website, the Zeni mobile application, the Zeni bookkeeping and accounting services, and web-based software services, services offered via communications with Zeni over email, managed services, functionality, and content, collectively, the “Zeni Service”, a detailed description of which is available in the “Description of Products & Services” available at www.zeni.ai. This Agreement contemplates one or more valid orders for the Zeni Service, which are governed by this Terms of Service, and collectively constitute the Agreement. If there is any inconsistency between this Terms of Service and an order, the order prevails.

This Terms of Service and valid orders constitute the entire Agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written.  Customer is not relying on any representations, oral or written, not included in this Agreement. No representation, promise, or inducement not included in this Agreement is binding.

Acceptance and Modification of Terms of Service

By (1) checking a box indicating your acceptance, (2) ordering, (3) onboarding and signup, (4) or accessing the Zeni Service, you agree to be bound by this Agreement and all other policies, procedures, and rules that we may publish, as well as any additional terms and conditions which we and you may agree to in writing on a valid order form. We may refuse to offer the Zeni Service to any entity, and use of the Zeni Service is not authorized in any jurisdiction that does not give effect to all provisions of the Terms of Service. If you do not agree with the Terms of Service, or you are not legally able to enter into a contract, you are not authorized to use the Zeni Service. We reserve the right to modify or replace any provision in the Agreement, or change, suspend, or discontinue the Zeni Service at any time. It is your responsibility to check the Terms of Service periodically for changes, and your continued use of the Zeni Service following any changes to the Terms of Service constitutes acceptance of those changes to the Agreement. If any term of this Agreement is invalid or unenforceable, the other terms remain in effect. Except for the payment of monies, neither party is liable for events beyond its reasonable control, including, without limitation force majeure events.

Services

We provide bookkeeping and accounting servicesZeni’s bookkeeping and accounting services are a solution for bookkeeping, accounting and financial organization. Zeni’s bookkeeping and accounting services and any related communications with us are not a substitute for and do not include legal, human resources, real estate, healthcare, or finance advice. For more about what the Services do and do not include, and how you can use them, please visit our website at http://zeni.ai

Quickbooks Online™

We use Intuit Inc.’s Quickbooks Online™ to provide the Services. If you don’t already have an account, we will create one for you. Your and our use of Quickbooks Online™ will be governed by Intuit’s Terms of Service and Privacy Policy.

Third-party services and Login Credentials

Our Services can automatically transfer data from other websites and services, like your bank account. If you provide us with login credentials (for example, an account name or number, password, answers to security questions (collectively, the “Login Credentials”)), you both (a) give us permission, and a limited power of attorney, to use them to login to these other websites and services and access, transfer, reformat, and manipulate your account on your behalf; and (b) represent to us that you have the authority to give us this permission. We will maintain Login Credentials in encrypted form, and we will only use them as described in this agreement.

Unauthorized uses of the Services

You will only use the Services in accordance with the Zeni Acceptable Use Policy. We may suspend or terminate provision of the Services, in whole or in part, where we believe it is being used in a manner that breaches this agreement (including the Acceptable Use Policy) or creates risk of personal injury, property damage, or legal liability for Zeni, you or any third party, or may cause Zeni to lose the services of one of our third-party service providers. You represent and warrant that any information you provide to us about your (or, if you are acting on behalf of another, that person’s) business, products, or services is accurate and complete.

Modifications to the Services

We are constantly changing and improving our Services. We may add or remove functionality or features, and we may suspend or stop part of the Services altogether.

Facilities and data transfer

All facilities used to store and process Customer Data will adhere to reasonable security standards no less protective than the security standards at facilities where Zeni stores and processes its own information of a similar type. As part of providing the Services, we may transfer, store and process Customer Data in the United States. By using the Services, you consent to this transfer, processing and storage of Customer Data.

Data Security & Privacy

Zeni stores data in an SSL encrypted cloud that is hardened against unauthorized penetration using modern information security methods, infrastructure, and facilities that are fully compliant with SSAE 16 standards.

Our privacy policy is at https://zeni.ai/privacy-policy (“Privacy Policy”) and is incorporated herein by reference.

You are responsible for maintaining the confidentiality of your log-in credentials to the Zeni Service, and will immediately notify us of any suspected unauthorized use of your account, or other account related security breach. You will not use another user’s log-in credentials without the other user’s express permission.

The Zeni Service may link to other websites, and other websites may link to the Zeni Service. Third party sites and services are not under our control, and you agree that Zeni shall not be responsible or liable, directly or indirectly, for any damage or loss in connection with the use of or reliance on any such content, products, or services available from any such third party.

You agree to provide Zeni with remote access, when necessary, to your accounting and bank feed systems, as may be required by the Zeni Service. You are solely responsible for the adequacy of its security measures for remote access users. You represent and warrant that your use of the Zeni Service will not violate any agreement or terms to which you are subject.

Acceptable Use Policy

Customer and its authorized employees, affiliates, and contractors may access the Zeni Service in compliance with the Agreement and applicable law.

You may not (i) sell, resell, rent, or lease the Zeni Service or use it in a service provider capacity; (ii) use the Zeni Service to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Zeni Service; (iv) attempt to gain unauthorized access to the Zeni Service or their related systems or networks; (v) reverse engineer the Zeni Service; or (vi) access the Zeni Service to copy any feature, function, or graphic for competitive or benchmarking purposes.

All data you provide (Customer Data) and all results derived by the Zeni Services from the Customer Data (Results), remain your property. We will use Customer Data solely for purposes of performing under this Agreement. During the term of this Agreement, you may export your Customer Data and Results through the use of the Zeni Service.

During and after the term of this Agreement, Zeni may use and owns all anonymized Customer Data and Results within the Zeni Service for purposes of enhancing the products & services, aggregated statistical analysis, technical support, and other business purposes.

You agree to allow Zeni to use your trademarks, logos, trade names, and a description of the business relationship between us, in any Zeni marketing and sales promotion materials.

Payment of Fees

You must pay all fees as specified on the order form, but if not specified then payment is due upon signature of the order form and upon receipt of each invoice thereafter, payable via credit card, ACH, or other acceptable means. You are responsible for the payment of all sales, use, withholding, VAT, and other similar taxes. If you believe in good faith that any invoice is incorrect and wish to dispute any invoice, you must notify us within 10 days of your receipt of the invoice. We reserve the right to charge interest on any undisputed invoice that is not paid within 30 days of the invoice date. Zeni reserves the right to suspend your access to any Zeni Services if you fail to pay any undisputed invoice when due, until your account is paid in full or you have made other payment arrangements satisfactory to us. Our suspension of services will not affect your obligations to us under this Agreement. If any collection action is required to collect unpaid balances due, you shall reimburse Zeni for collection costs, including attorneys’ fees.

Mutual Confidentiality

Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Zeni’s Confidential Information includes without limitation the Zeni Service, its user interface design and layout, operating policies & procedures, and pricing information.

The Recipient will not disclose or use any Confidential Information of Discloser for any purpose outside of the scope of this Agreement, and must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement.

Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, (iii) is received from a third party without breach of any obligation owed to Discloser, or (iv) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order but will provide Discloser with advance notice to seek a protective order.

Zeni Property

The software, workflow processes, procedures, user interface, designs, and other technologies provided as part of the Zeni Service are proprietary property of Zeni and its licensors, and all right, title, and interest in and to such items, including all associated intellectual property rights, remain only with Zeni. Customer may not remove or modify any proprietary marking or restrictive legends in the Zeni Service. Any feedback or suggestions you provide us about the Zeni Service is owned by Zeni, and we may use such information without obligation to you. Zeni reserves all rights unless expressly granted in this Agreement.

Term, Termination, Suspension

This Agreement continues until all valid orders have expired, or if either party is in material breach of this Agreement. If either party is in material breach of this Agreement, the party harmed by the breach must provide notice in writing to the other party. If such breach is not cured within 30 days, the party may terminate the Agreement.

Within 60-days after termination, upon request, we will make the Zeni Service available for Customer to export Customer Data. After such 60-day period, Zeni has no obligation to maintain the Customer Data.

Zeni may temporarily suspend or revoke the Zeni Service at any time, if we in good faith believe that you violated a law, or that a conflict of interest exists that prevents us from providing the Zeni Service in accordance with applicable ethical rules.

Non-Disparagement: Other than as necessary to respond to any legal or regulatory process or proceeding or as may be required by law, each party shall not make, or cause or encourage others to make, any public or private statements (including on social media) that disparage, denigrate, criticize or malign the other party or the released persons.

Any terms that by their nature must survive termination of this Agreement to enable a party to assert its rights and receive the protections of this Agreement, will survive (including without limitation, the confidentiality terms).

Warranty Disclaimer

Zeni represents and warrants that all professional services performed under this Agreement shall be performed in a workmanlike and professional manner. Zeni DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE. WHILE Zeni TAKES REASONABLE PHYSICAL, TECHNICAL, AND ADMINISTRATIVE MEASURES TO SECURE THE Zeni SERVICE, Zeni DOES NOT GUARANTEE THAT THE Zeni SERVICE CANNOT BE COMPROMISED. CUSTOMER UNDERSTANDS THAT THE Zeni SERVICE MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED.

Liability Limit

Zeni IS NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, COSTS OF DELAY; LOSS OF OR UNAUTHORIZED ACCESS TO DATA OR INFORMATION; AND LOST PROFITS, REVENUE, OR ANTICIPATED COST SAVINGS), EVEN IF IT KNOWS OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS OR IF THE DAMAGE OR LOSS IS FORESEEABLE.

EXCEPT FOR Zeni’S INDEMNITY OBLIGATIONS, Zeni’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT, OR OTHERWISE) DOES NOT EXCEED THE AMOUNT PAID BY CUSTOMER WITHIN THE 12 MONTH PERIOD PRIOR TO THE EVENT THAT GAVE RISE TO THE LIABILITY.

Indemnity

Zeni will defend or settle any third party claim against Customer to the extent that such claim alleges that Zeni technology used to provide the Zeni Service violates a copyright, patent, trademark, or other intellectual property right, if Customer, promptly notifies Zeni of the claim in writing, cooperates with Zeni in the defense, and allows Zeni to solely control the defense or settlement of the claim. Zeni will pay infringement claim defense costs it incurs in defending Customer, and Zeni negotiated settlement amounts, and court awarded damages. If such a claim appears likely, then Zeni may modify the Zeni Service, or procure the necessary rights, or replace it with the functional equivalent, or terminate the functionality and refund any prepaid and unused fees. Zeni has no obligation for any claim arising from: Zeni’s compliance with Customer’s specifications; a combination of the Zeni Service with other technology or aspects where the infringement would not occur but for the combination; use of Customer Data; or technology or aspects not provided by Zeni. THIS PARAGRAPH CONTAINS CUSTOMER’S EXCLUSIVE REMEDIES AND Zeni’S SOLE LIABILITY FOR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.

You hereby irrevocably agree to indemnify, defend, and hold Zeni, its affiliates, directors, officers, employees, and agents harmless from and against any and all loss, costs, damages, liabilities, and expenses (including attorneys’ fees) arising out of or related to (i) any third party claim resulting from a breach by you of any of your covenants, representations, or warranties contained in this Agreement and/or (ii) your use of the Zeni Service.

Governing Law and Venue

This Agreement is governed by the laws of the State of California (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this Agreement.  Any suit or legal proceeding must be exclusively brought in the federal or state courts for Santa Clara County, California, and Customer submits to this personal jurisdiction and venue.  Nothing in this Agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any litigation is entitled to recover its attorney’s’ fees and costs from the other party.

Assignment

Neither party may assign or transfer this agreement or an order to a third party, except that this agreement with all orders may be assigned, without the consent of the other party, as part of a merger, or sale of substantially all the assets of a party. Notwithstanding the foregoing, we may use subcontractors to perform services, in our sole discretion and without notice; provided that the use of any such subcontractors shall not affect our obligations or responsibilities to you.