Zopim Reseller Customer Terms of Service

Previous Version, No Longer in Effect as of October 1, 2015

Updated May 1, 2014.

THESE TERMS OF SERVICE (“TERMS”) CONSTITUTE A CONTRACT BETWEEN YOU AND EACH OF ZOPIM AND RESELLER (AS DEFINED BELOW) AND GOVERN THE USE BY YOU, YOUR AGENTS AND END USERS OF THE WEBSITE AT WWW.ZOPIM.COM (THE “SITE”) AND ALL OF THE PRODUCTS AND SERVICES OFFERED BY ZOPIM AND MADE AVAILABLE TO TO YOU BY RESELLER.

You (“you” “your” or related terms) are acquiring a subscription to the Service (as defined below) operated by Zopim from an third party authorized to sell such subscriptions (“Reseller”) under a separate agreement with Zopim (“Reseller Agreement”).  In addition to any terms and conditions related to Your use of the Service pursuant to any agreement by and between You and the Reseller, these Zopim Reseller Customer Terms of Service (the “Terms”) contain the terms and conditions that govern your access to and use of the Service (as defined herein).  Zopim is an express beneficiary of these Terms, and in acquiring a subscription to the Service, you expressly acknowledge and agree that Zopim shall have the right to enforce these Terms against you and that these Terms constitute the entire agreement and supersedes any and all prior agreements between you and Zopim with regard to your subscription to the Service or your access to or use thereof under these Terms and your agreement between you and the Reseller. By accepting these Terms, or by accessing or using the Service or Site, or authorizing or permitting any Agent or End-User to access or use the Service, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company, organization or another legal entity (an “Entity”), you are agreeing to these Terms for that Entity and representing to Zopim and Reseller that you have the authority to bind such Entity and its affiliates to these Terms, in which case the terms “you,” “your” or related terms herein shall refer to such Entity and its affiliates.  If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use the Service.

サービス

Zopim Technologies Pte Ltd (registration number: 201009107C) ("Zopim", "we", “us” and/or related terms) provides hosted integrated online communication solutions for online sales and support through the Site and any applicable Software (as defined below) (collectively, the "Service"). The Service is provided by Zopim to you and any individual or entity to whom you grant the right to access the Service through your account as an agent and/or administrator as identified through a unique login (“Agent”), or as an end-user connecting with you or your Agents via the Service (“End User”), subject to the terms of these Terms and all modifications thereto and/or other rules that may be published from time to time by Zopim. From time to time Zopim may notify you of updates or modifications to or new versions of the Service. Your usage of the updated or new versions of the Service confirms your acceptance of the new or updated Service, and is also subject to, these Terms.

General Conditions and Restrictions

During the term of your subscription to the Service (“Subscription”, and such term, the “Subscription Term”), you have the limited right to use the Service solely for your own internal, personal or commercial use as an online platform to communicate with your End Users. You agree to provide true, accurate, current and complete information as required by Zopim or Reseller. You agree not to transfer, lease, rent, assign, sublicense or resell the Service, in whole or in part and you further agree not to allow any third party other than your Agents and End Users to access the Service. You are responsible for compliance with the provisions of these Terms by your Agents and End Users and for any and all activities that occur under your account.

You shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Service (collectively, “Equipment”). You shall be responsible for ensuring that such Equipment is compatible with the Service (and, to the extent applicable, the Software) and complies with all configurations and specifications set forth in Zopim’s published policies then in effect.

You understand and acknowledge that neither Zopim or Reseller have any obligation to monitor any portion of the Service, including without limitation, data, information, feedback, suggestions, text, content and other materials uploaded, posted, delivered, published, provided or otherwise linked, transmitted or stored (hereafter, “Post” or “Posted”) by you, your Agents or your End Users (collectively, “Your Content”). By posting Your Content on or through the Service, you hereby do and shall grant Zopim a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully paid, sublicensable and transferable license to use, modify, reproduce, distribute, display, publish and perform Your Content as necessary to provide the Service. You acknowledge that you bear sole responsibility for Your Content, including (a) making any determination as to whether you have the legal right to store, reproduce or otherwise make use of Your Content in the manner contemplated by you; (b) and complying with all domestic and international laws and any other legal obligations associated with Your Content, including, but not limited to, copyright, trademark, trade secret, defamation, privacy, decency, security and export laws. You acknowledge and agree, however, that Zopim shall have the right to monitor the Service and to disclose any information as necessary or appropriate to satisfy any law, regulation or other governmental request, to operate the Service properly, or to protect the Service.

While Zopim strives to protect personal information and privacy, we cannot guarantee the security of any information you disclose online. You acknowledge by entering into this Agreement that you are aware of our limitations with respect to security and privacy and that neither Zopim or Reseller will have any liability to you for any unauthorized access or use of any of Your Content, or any corruption, deletion, destruction or loss of any of Your Content.

As part of the registration process, you and each Agent may be required to identify a user name and password for your account (“Login Credentials”). You agree and acknowledge that each Agent will be identified by a unique Login Credential and that an Agent Login Credential may only be used by one (1) individual. You will not share an Agent Login Credential among multiple individuals. You and your Agents are responsible for maintaining the confidentiality of all Login Credentials for your account. Subject to any limitation on the number of individual Agents available under your selected Service plan, access to and use of the Service is restricted to the specified number of individual Agents permitted under your Subscription.

You and your Agents are responsible for maintaining the confidentiality of Login Credentials and agree to immediately notify us of any unauthorized use of the Service or any other breach of security related to the Service known to or suspected by you. Zopim and Reseller assume no responsibility for the deletion of or failure to store electronic messages, chat communications, or other information or content submitted by you, your Agents or your End Users using the Service, whether submitted as part of the Service or otherwise.

You shall comply with any codes of conduct, policies or other notices that Zopim provides you or publishes on the Site in connection with the Service. If you violate these Terms, you may be permanently or temporarily banned from using the Service at Zopim's sole discretion.

You agree not to use the Service:

Zopim reserves the right to refuse to transmit or to remove any information or materials, in whole or in part, that, in its sole discretion, Zopim deems unacceptable, undesirable, inappropriate or in violation of any law or these Terms.

In addition to Zopim’s rights as set forth in the Termination section of these Terms, Zopim reserves the right, in its reasonable discretion, to temporarily suspend your access to and use of the Service: (a) during planned downtime for upgrades and maintenance to the Service (of which Zopim shall use commercially reasonable efforts to notify you in advance); (b) during any unavailability caused by circumstances beyond Zopim’s reasonable control, such as, without limitation, technical failures beyond Zopim’s reasonable control (such as, without limitation, inability to access the Internet or failure of infrastructure systems), acts of war, acts of terror or other civil unrest, acts of vandalism, natural disaster or other acts of God, strike, unavailability of energy sources, acts of government, or acts undertaken by third parties, including without limitation, distributed denial of service attacks (collectively, “Force Majeure Events”); or (c) if Zopim suspects or detects any malicious software connected to your account or use of the Service by you, or your Agents or End Users.

Grant of Limited License

Any software that may be made available by Zopim in connection with the Service (“Software”) contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Subject to the terms and conditions of this Agreement, Zopim grants to you a non-exclusive, non-transferable, limited license to use the Software solely for the purpose of accessing and using the Service in accordance with these Terms during the term of your Subscription.

The Service is provided on an "AS IS" and "AS AVAILABLE" basis. You agree not to do any of the following:

Intellectual Property Rights and Privacy

You acknowledge and agree that Zopim is the sole owner of the Service including without limitation, all applicable copyrights, patents, trademarks, and trade secrets, database rights, treaties, and all other intellectual property rights appurtenant thereto. Personally identifiable data collected by Zopim in the course of fulfilling its obligations under this Agreement shall be used by Zopim in accordance with the then-current Zopim privacy statement located at /privacy. You acknowledge that no title to the intellectual property in the Service transferrs to you as a result of your Subscription or other use of the Service. You further acknowledge that title and full ownership rights to the Service will remain the exclusive property of Zopim and you will not acquire any rights to the Service except as expressly set forth herein. You are not permitted to disseminate any information that is made available to you, as a licensee, by Zopim or Reseller, including without limitation, Login Credentials. Any rights not expressly granted herein are reserved.

Disclaimer of Warranties

The service is provided "as is, as available" without warranty of any kind, either express or implied. Without limiting the foregoing, zopim and reseller specifically disclaims any and all warranties, including, but not limited to:

It is your sole responsibility to isolate the service and execute anti-contamination services and otherwise take steps to ensure that services or other information obtained from the Service, if contaminated or infected, will not damage your information or system. Neither Zopim or Reseller makes any warranty regarding any transactions entered into through the Service. No advice or information, whether oral or written, obtained by you from Zopim or Reseller, shall create any warranty not expressly made herein. Neither Zopim or Reseller assumes responsibility for the deletion or failure to store, deliver or timely deliver any information, chat records or messages.

Limitation of Liability

In no event shall zopim, RESELLER, or their respective officers, directors, employees, advisors, parents, subsidiaries, affiliates, agents, successors or assigns, be liable to any person:

You agree that in no event will zopim's and reseller's total liability exceed the total of the fees, if any, paid by you for your subscription during the 12-month period immediately preceding the alleged claim or alleged cause of action or, if no fees apply, one hundred ($100) u.s. Dollars.

Unless otherwise expressly agreed to by reseller, in no event shall reseller be liable to you for the acts or ommissions of zopim in providing the service, the fulfillment of zopim’s obligations pursuant to these terms or the exercise of zopim’s rights pursuant to these terms

Export Restrictions

You agree that you will not share the Service to
any country, person, entity, or end user in violation of the Republic of
Singapore's export restrictions.

Indemnification

Zopim will indemnify and hold you harmless, from and against any claim against you by reason of your use of the Service as permitted hereunder, brought by a third party alleging that the Service infringes or misappropriates a third party’s valid patent, copyright, trademark or trade secret (an “IP Claim”). Zopim shall, at its expense, defend such IP Claim and pay damages finally awarded against you in connection therewith, including the reasonable fees and expenses of the attorneys engaged by Zopim for such defense, provided that (a) you promptly notify Zopim of the threat or notice of such IP Claim, (b) Zopim will have the sole and exclusive control and authority to select defense attorneys, defend and/or settle any such IP Claim, and (c) you fully cooperate with Zopim in connection therewith. If use of the Service by you, Agents or End Users has become, or in Zopim’s opinion is likely to become, the subject of any such IP Claim, Zopim may at its option and expense (a) procure for you the right to continue using the Service as set forth hereunder; (b) replace or modify the Service to make it non-infringing; or (c) if options (a) or (b) are not commercially and reasonably practicable as determined by Zopim, terminate your Subscription and repay you, on a pro-rated basis, any prepaid portion of fees attributable to the remainder of the term of your Subscription, previously paid to Zopim. Zopim will have no liability or obligation under this Indemnification Section with respect to any IP Claim if such claim is caused in whole or in part by (a) compliance with designs, data, instructions or specifications provided by you; (b) modification of the Service by anyone other than Zopim; or (c) the combination, operation or use of the Service with other hardware or software where the Service would not by itself be infringing.

The provisions of this Indemnification Section state the sole, exclusive and entire liability of Zopim and Reseller to you and constitute your sole remedy with respect to an IP Claim brought by reason of access to or use of the Service by you, Agents or End Users.

By using the Service, you agree to indemnify and hold Zopim and Reseller harmless from and against any claims brought against Zopim or Reseller arising in connection with or related to the use of the Service by you, Agents or End Users in breach of any of the provisions, terms or conditions set forth in these Terms, provided that Zopim promptly notifies you of the threat or notice of such a claim.

Termination

Unless otherwise expressly agreed to between you and Reseller, either Reseller or you may terminate these Terms and your Subscription as of the end of your then-current Subscription Term upon written notice to the other, on or prior to the date thirty (30) days preceding the end of such Subscription Term. Unless your Subscription is so terminated or you otherwise expressly agree with Reseller, your Subscription will renew for a Subscription Term equivalent in length to the then-expiring Subscription Term. Unless otherwise expressly agreed with Reseller, the fees applicable to your Subscription for any such subsequent Subscription Term shall be Reseller’s standard fees for the Service plan to which you have subscribed as of the time such subsequent Subscription Term commences.

No refunds or credits for fees or payments will be provided to you if you elect to terminate your Subscription prior to the end of your then-effective Subscription Term. Following the termination or cancellation of our Subscription, Zopim reserves the right to delete all Your Content in the normal course of operation. Your Content cannot be recovered once your Subscription is cancelled.

If you terminate your Subscription prior to the end of your then-effective Subscription Term, or Zopim or Reseller effects such termination or cancellation under these Terms, in addition to other amounts You may owe Reseller, You must immediately pay Reseller any then unpaid Subscription charges associated with the remainder of such Subscription Term. Such amounts and charges will not be payable by you in the event you terminate Your Subscription to the Service or cancel Your account as a result of a material breach of these Terms by Zopim or Reseller, provided that you provide advance notice of such breach to Zopim and afford Zopim and Reseller not less than thirty (30) days to reasonably cure such breach.

Zopim may, in its sole discretion, terminate, discontinue or modify the Service or your use of the Service (or any part thereof), permanently or temporarily, if Zopim believes that you, Agents or End Users have violated the terms of these Terms. This includes the removal or disablement of Your Content in accordance with the Copyright Infringement Notice & Takedown Policy (read more).Unless legally prohibited from doing so, Zopim will use commercially reasonable efforts to contact you directly via email or your account to notify you prior to taking any of the foregoing actions detailed in this paragraph. Neither Zopim or Reseller shall be liable to you, Agents, End Users or any other third party for any such modification, suspension or discontinuation of your rights to access and use the Service. Any suspected fraudulent, abusive, or illegal activity by you, Agents or End Users may be referred to law enforcement authorities at Zopim’s sole discretion.

Upon termination of your Subscription, you will immediately cease all use of the Service and any documentation provided to you and return or destroy all copies thereof. Your right and license to use the Service shall immediately cease upon termination. You shall thereafter have no right, and neither Zopim or Reseller shall have no obligation, to forward Your Content or any messages or information to you, your End Users or any other third party. Except as otherwise expressly provided herein, all accrued rights to payment and all sections of these Terms which by their nature should survive termination will survive termination, including, without limitation, restrictions on the use of the Service, payments obligations for any amounts owed, indemnities, warranty disclaimers, and limitations of liability. Termination is not an exclusive remedy and Zopim and Reseller reserve all other available remedies in contract, law or equity.

Payment

To the extent the Service or any portion thereof is made available for any fee, you will be required to select a Subscription payment plan and provide Reseller information regarding your credit card or other payment instrument. You represent and warrant to Reseller that such information is true and that you are authorized to use the payment instrument. You will promptly update your account information with any changes (for example, a change in your billing address or credit card expiration date) that may occur. You agree to pay Reseller the amount that is specified in Your selected Subscription payment plan in accordance with the terms of such plan as presented by Reseller (“Order Form”). You hereby authorize Reseller to bill your payment instrument in advance on a periodic basis in accordance with the terms of the applicable payment plan until you terminate your Subscription, and you further agree to pay any charges so incurred. If you dispute any charges you must let Reseller know within sixty (60) days after the date that Reseller bills your payment instrument. Unless otherwise stated, charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). You shall be responsible for all Taxes associated with your Subscription. Zopim shall have no liability for Reseller’s compliance with or breach of the foregoing provisions.

Force Majeure

Neither Zopim or Reseller shall be liable to you, your Agents, End-Users or any other person for any delay or failure in the performance of this Agreement or for loss or damage of any nature whatsoever suffered by you or such persons due a Force Majeure Event.

Export Controls

The Service and other Software or components of the Service which Zopim or Reseller may provide or make available to you, Agents or End Users may be subject to U.S. export control and economic sanctions laws, or similar regulations by a non-U.S. agency or authority, including without limitation the Republic of Singapore. You agree to comply with all such laws and regulations as they relate to access to and use of the Service, Software and such other components by you, Agents and End Users. You shall not access or use the Service if you are located in any jurisdiction in which the provision of the Service or other components is prohibited under U.S. or other applicable laws or regulations (a “Prohibited Jurisdiction”) and you shall not provide access to the Service to any government, entity or individual located in any Prohibited Jurisdiction.  You represent, warrant and covenant that (a) you are not named on any U.S. government list of persons or entities prohibited from receiving U.S. exports, or transacting with any U.S. person, (b) you are not a national of, or a company registered in, any Prohibited Jurisdiction, (c) you shall not permit Agents or End Users to access or use the Service in violation of any U.S. or other applicable export embargoes, prohibitions or restrictions, and (d) You shall comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which you, your Agents and End Users are located.

Other Services

You may be able to enable, access or use third party products, applications, services, software, products, networks, systems, directories, websites, databases and information which the Service links to, or which you may connect to or enable in conjunction with the Service, including, without limitation, products or services provided by affiliates of Zopim or Reseller (collectively, “Other Services”). If you decide to enable, access or use Other Services, be advised that your access and use of such Other Services is governed solely by the terms and conditions of such Other Services, and neither Zopim or Reseller endorse, are responsible or liable for, or make any representations as to any aspect of such Other Services, including, without limitation, their content or the manner in which they handle data (including Your Content) or any interaction between you and the provider of such Other Services. You irrevocably waive any claim against Zopim or Reseller with respect to such Other Services. Neither Zopim or Reseller shall be liable for any damage or loss caused or alleged to be caused by or in connection with your enablement, access or use of any such Other Services, or your reliance on the privacy practices, data security processes or other policies of such Other Services. You may be required to register for or log into such Other Services on their respective websites. By enabling any Other Services, you are expressly permitting Zopim to disclose your account credentials as well as Your Content as necessary to facilitate the enablement and use of such Other Service.

Miscellaneous

These Terms constitute the entire agreement, and supersede any and all prior agreements or understandings between you and Zopim with regard to the subject matter hereof and these Terms and any Order Form constitute the entire agreement, and supersede any and all prior agreements or understandings between you and Reseller with regard to the subject matter hereof (in each case, the “Agreement”). No agreement by and between you and Reseller which would purport to modify, amend or otherwise supercede these Terms shall be enforceable as against Zopim. The Agreement shall apply in lieu of the terms or conditions in any purchase order or other order documentation you or any Entity which you represent provide (all such terms or conditions shall be null and void), and, except as expressly stated herein, there are no other agreements, representations, warranties, or commitments which may be relied upon by You, Zopim or Reseller with respect to the subject matter hereof.

Notwithstanding the foregoing, additional terms may apply to certain features of the Service (the "Additional Terms"). The Additional Terms will be considered incorporated into the Agreement when you or your Agents activate the feature. Where there’s a conflict between these Terms and the Additional Terms, the Additional Terms will control.

Zopim may amend these Terms from time to time, in which case the new Terms will supersede prior versions. Zopim will notify you via the Site or your account no less than ten (10) days prior to the effective date of any such amendment and your continued use of the Service following the effective date of any such amendment may be relied upon by Zopim and Reseller as your consent to any such amendment. If any part of the Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

You may not assign this agreement without the prior written consent of Zopim. Zopim and Reseller may transfer, assign, sublicense or pledge, in any manner whatsoever, any of its rights and obligations under this Agreement to a subsidiary, affiliate, or successor thereof, or to any third party whatsoever, without notifying you or receiving your consent.

Reseller may also assign the Agreement as between you and Reseller to Zopim. You agree that if the Your agreement with Reseller is assigned to Zopim, Your continued rights to access and use the Service shall be subject to Zendesk’s then standard Terms of Service as available at /termsofservice and You consent to the application of such terms and conditions, including without limitation, the billing and payment provisions contained therein.  You agree that following any such assignment, You shall, upon request by Zopim, provide such information as is required to secure payment for any Subscription Term commencing after such assignment. Subject to the foregoing restrictions, the Agreement will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

Any waiver (express or implied) by Zopim or Reseller of any breach of the Agreement shall not constitute a waiver of any other or subsequent breach. No provision of the Terms may be waived except by a written instrument expressly waiving such provision and signed by a duly authorized officer of Zopim.

This Agreement shall be governed in all respects, including validity, interpretation and effect, by the laws of the Republic of Singapore, without regard to the principles of conflicts of law and, unless otherwise elected by Zopim in a particular instance, you hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts located within the Republic of Singapore for the purpose of resolving any dispute relating to your access to or use of the Service. 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 Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.

The headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.