ZugiAI Terms of Service

Please readon to learn the rules and restrictions that govern your use of our websites,products, services and applications (the “Service”). If you have any questions,comments, or concerns regarding these terms or the Service, please contact usat support@zugi.aiThese Termsof Service (the “Terms”) are an unconditional and irrevocable binding contractbetween you Zugi Ventures Ltd. (“ZugiAI, ZugiAI Suite “we”, “our” and “us”).
By using the Service in any way, you agree to and accept all of these Terms, andthese Terms will remain in effect at all times while you use the Service or anydata obtained through the Service. These Terms govern your access to theService and use of all data, content and other information on ZUGIAI Suite’swebsite, applications, products, and other properties and include theprovisions in this document, as well as those in the Privacy Policy (located onthis page, below). These Terms apply to your use of all parts of the Service,including, without limitation any Apps, other products and features that mayalso have their own or additional terms. These Terms include information aboutfuture changes to these Terms, limitations of liability, a class action waiverand resolution of disputes by arbitration instead of in court.
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‍Changesto these Terms
‍We areconstantly trying to improve our Service, so these Terms may need to changealong with the Service. We reserve the right to change these Terms at any time,but if we do, we will bring it to your attention by placing a notice onthe ZUGIAI Suite website, by sending you an email, and/or by some other means.If you don’tagree with the new Terms, you are free to reject them; unfortunately, thatmeans you will no longer be able to use the Service. If you use the Service inany way after a change to these Terms is effective, that means you agree to allof the changes.Except forchanges by us as described here, no other amendment or modification of theseTerms will be effective unless in writing and signed by you and ZUGIAI Suite.

‍YourPrivacy
‍ZUGIAI Suitetakes the privacy of its users very seriously.  For the current ZUGIAISuite Privacy Policy, please scroll to the Privacy Policy section.TheChildren’s Online Privacy Protection Act (“COPPA”) requires that online serviceproviders obtain parental consent before they knowingly collect personallyidentifiable information online from children. We do not knowingly collect orsolicit personally identifiable information from children under 16; if you area child under 16, please do not attempt to register for the Service or send anypersonal information about yourself to us. If we learn we have collectedpersonal information from a child under 16, we will delete that information asquickly as possible. If you believe that a child under 16 may have provided uspersonal information, please contact us at support@zugi.ai

‍Using the Service
‍As part ofusing the Service you may be required to sign up for an account and select apassword and email or username (your “ZUGIAI Suite User ID”). You promise toprovide us with accurate, complete, and updated registration information aboutyourself. You may not select as your ZUGIAI Suite User ID a name that you don’thave the right to use, or another person’s name with the intent to impersonatethat person. Your right to access the Service is personal to you and you maynot transfer your account to anyone else without our prior written permission.You will not share your account or password with anyone, and you must protectthe security of your account and your password. You’re responsible for anyactivity associated with your account. You will only use the Service andContent (defined below) in a manner that complies with all laws that apply toyou. If your use of the Service is prohibited by applicable laws, then youaren’t authorized to use the Service. We can’t and won’t be responsible foryour use of the Service in any way that breaks the law.Yourepresent and warrant that you are of legal age to form a binding contract (orif not, you’ve received your parent’s or guardian’s permission to use theService and gotten your parent or guardian to agree to these Terms on yourbehalf). If you’re agreeing to these Terms on behalf of an organization orentity, you represent and warrant that you are authorized to agree to theseTerms on that organization or entity’s behalf and bind them to these Terms (inwhich case, the references to “you” and “your” in these Terms, except for inthis sentence, refer to that organization or entity).Your use ofthe Service is subject to the following additional restrictions:Yourepresent, warrant, and agree that you will not contribute or submit any UserSubmission (defined below) or other materials or otherwise use the Service orinteract with the Service in a manner that:(a)Infringes or violates the intellectual property rights or any other rights ofanyone else (including ZUGIAI Suite);(b) Violatesany law or regulation, including without limitation any applicable exportcontrol laws and/or data privacy laws, or would cause ZUGIAI Suite to be inviolation of any law or regulation (including, without limitation, any lawsrelating to labor, employment, or the issuance of securities);(c) Isharmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, orotherwise objectionable;(d)Jeopardizes the security of your ZUGIAI Suite account or anyone else’s (such asallowing someone else to log in to the Service as you);(e)Attempts, in any manner, to obtain the password, account, or other securityinformation from any other user;(f) Violatesthe security of any computer network, or cracks any passwords or securityencryption codes;(g) Runs anyform of auto-responder or “spam” on the Service, or any processes that run orare activated while you are not logged into the Service, or that otherwiseinterfere with the proper working of the Service (including by placing anunreasonable load on the Service infrastructure);(h)“Crawls,” “scrapes,” or “spiders” any page, data, or portion of or relating tothe Service or Content (through use of manual or automated means);(i)Circumvents or attempts to circumvent any features, limitations, orrestrictions of the Service (including, without limitation, attempting toaccess, download, export, or otherwise use or exploit any Content using anyautomated means or tools);(j) Copiesor stores any significant portion of the Content; or(k)Decompiles, reverse engineers, or otherwise attempts to obtain the source codeor underlying ideas or information of or relating to the Service.A violationof any of the foregoing is grounds for account suspension or termination ofyour right to use or access the Service.

‍Your rights with respect to the Service
‍Thematerials, reports or data displayed or published or available on or throughthe Service, including, but not limited to, text, graphics, data, articles,information, photos, images, illustrations, User Submissions, and so forth (allof the foregoing, the “Content”) are protected by copyright and/or otherintellectual property laws. You promise to abide by all copyright notices,trademark rules, information, and restrictions contained in any Content youaccess through the Service in any way (including through the ZUGIAI Suitewebsite, an API, mobile applications, downloads, etc.). You will not use, copy,reproduce, adapt, modify, translate, publish, broadcast, transmit, distribute,perform, upload, display, license, sell or otherwise exploit for any purposeany Content not owned by you in a way that violates someone else’s (includingZUGIAI Suite’s) rights.Youunderstand that ZUGIAI Suite owns the Service. You won’t modify, publish,transmit, participate in the transfer or sale of, reproduce (except asexpressly provided in this Section), create derivative works based on, re-sell,sublicense, re-distribute, or otherwise exploit any aspect of the Service.Certainparts of the Service may allow you to integrate with other third-party accountsof yours, such as data from your productivity tools (e.g. CRMs, e-mail, salesengagement tools, etc.). If you choose to use these parts of the Service, yougrant ZUGIAI Suite all licenses and rights necessary for ZUGIAI Suite toprovide the Service to you, including a license for ZUGIAI Suite to read andwrite to your third-party account, to extract data from and upload data to yourthird-party account, and to share data extracted from your third-party accountwith other members of your team or institution, as further described in thenext paragraph.  Anything youpost, upload, share, store, integrate with or otherwise provide through theService is your “User Submission.” Some User Submissions (such as profile datayou contribute to ZUGIAI Suite, or information you elect to share with otherusers through the Service are viewable by other users.  For all UserSubmissions, you hereby grant ZUGIAI Suite a royalty-free, perpetual,sublicenseable, irrevocable, transferable and worldwide license to translate,modify, aggregate, reproduce, display, distribute, and otherwise use andexploit such User Submissions for ZUGIAI Suite’s business purposes, includingto provide, develop, and improve our products and services, except, for theavoidance of doubt, the foregoing shall not permit ZUGIAI Suite to publish, displayor distribute your data from your productivity tools (e.g. CRMs, e-mail, salesengagement tools, etc.) in a manner that is identifiable as originating fromyou without your written consent.  Please note that the foregoing license issubject to our Privacy Policy located on this page to the extent it relates toUser Submissions that are also your personally-identifiable information. Youare prohibited from including Social Security Numbers, driver’s licensenumbers, passport numbers, financial account and payment card information(except where expressly requested by ZUGIAI Suite), precise geolocation, andhealth and biometric information as part of any User Submission.

‍Responsibilitiesfor using the Service
‍Anyinformation or Content publicly posted or privately transmitted through theService is the sole responsibility of the person or organization from whom suchContent originated. You access all such information and Content at your ownrisk, and we aren’t liable for any errors or omissions in that information orContent or for any damages or loss you might suffer in connection with it. Wecannot control and have no duty to take any action regarding how you mayinterpret and use the Content or what actions you may take as a result ofhaving been exposed to the Content, and you hereby release us from allliability for you having acquired or not acquired Content through the Service.We can’t guarantee the identity of any users with whom you interact when usingthe Service and are not responsible for which users gain access to the Service.You areresponsible for all Content you contribute, in any manner, to the Service, andyou represent and warrant you have all rights necessary to do so, in the mannerin which you contribute it. Content includes, without limitation, personallyidentifiable information about you or any other person. You will keep all yourregistration information accurate and current. You are responsible for all youractivity in connection with the Service.Content thatconstitutes personally identifiable information may be subject to privacy lawsor regulations, and your use of all such Content must at all times comply withthese Terms and our Privacy Policy located on this page. You are solelyresponsible for understanding how privacy laws and regulations may impact youruse of such Content and for ensuring that your use (including retention,storage, and all other forms of processing) complies with all such laws andregulations. The Servicemay contain content, data, links or connections to or from third-party websitesor services that are not owned or controlled by ZUGIAI Suite (“Third-PartyService(s)”). When you access or use Third-Party Services, you accept thatthere are risks in doing so, and that ZUGIAI Suite is not responsible for suchrisks.  We encourage you to be aware when you leave the Service and to read theterms and conditions and privacy policy of each Third-Party Service that youvisit or utilize.ZUGIAI Suitehas no control over, and assumes no responsibility for, the content, accuracy,privacy policies, or practices of or opinions expressed in any Third-PartyServices or by any third-party that you interact with through the Service. Inaddition, ZUGIAI Suite will not and cannot monitor, verify, censor or edit thecontent of any Third-Party Services. By using the Service, you release and holdus harmless from any and all liability arising from your access to or use ofany Third-Party Service.Theinformation presented on or through the Services, any Content, or the ZUGIAISuite website or its partners are made available solely for general informationpurposes. We do not warrant the accuracy, completeness, or usefulness of thisinformation. Any reliance you place on such information is strictly at your ownrisk. We disclaim all liability and responsibility arising from any relianceplaced on such materials by you or any other person viewing this information,or by anyone who may be informed of any of its contents. The Services, Contentor ZUGIAI Suite website may include content provided by third parties,including materials provided by other users, and third-party licensors,syndicators, partners, aggregators, and/or reporting services. All statementsand/or opinions expressed in these materials, and all articles and responses toquestions and other content, other than the content provided by ZUGIAI Suite,are solely the opinions and the responsibility of the person or entityproviding those materials. These materials do not necessarily reflect theopinion of ZUGIAI Suite. We are not responsible, or liable to you or any thirdparty, for the content or accuracy of any materials provided by any thirdparties.Yourinteractions with organizations and/or individuals found on or through theService, including payment and delivery of goods or services (if applicable),and any other terms, conditions, warranties or representations associated withsuch dealings, are solely between you and such organizations and/orindividuals. You should make whatever investigation you feel necessary orappropriate before proceeding with any online or offline transaction with anyof these third-parties. You agree that ZUGIAI Suite shall not be responsible orliable for any loss or damage of any sort incurred as the result of any suchdealings.If there isa dispute between participants on this site, or between users and anythird-party, you agree that ZUGIAI Suite is under no obligation to becomeinvolved. In the event that you have a dispute with one or more other users,you release ZUGIAI Suite, its affiliates, and its and their directors,officers, agents, employees, partners, and successors from claims, demands, anddamages of every kind or nature, known or unknown, suspected or unsuspected,disclosed or undisclosed, arising out of or in any way related to such disputesand/or our Service. If you are a California resident, you shall and hereby dowaive California Civil Code Section 1542, which says: “A general release doesnot extend to claims that the creditor or releasing party does not know orsuspect to exist in his or her favor at the time of executing the release andthat, if known by him or her, would have materially affected his or hersettlement with the debtor or released party.” If you are not a Californiaresident, you shall and hereby do waive any laws similar to California CivilCode Section 1542 which apply in your jurisdiction.

‍Changes to the Service
‍We’re alwaystrying to improve the Service, so it may change over time. We may suspend ordiscontinue any part of the Service, or we may introduce new features or imposelimits on certain features or restrict access to parts or all of the Service.We’ll try to give you notice when we make a material change to the Service thatwould adversely affect you, but this isn’t always practical. Similarly, wereserve the right to remove any Content from the Service at any time, for anyreason (including, but not limited to, if someone alleges that Content wascontributed in violation of these Terms), in our sole discretion, and withoutnotice.From time totime, ZUGIAI Suite may require you to expunge some or all of the Content inyour possession, and you will do so promptly upon request.

‍Service charges
‍We reservethe right to charge for certain parts or all of the Service. Certain aspects oruses of the Service require you to pay fees, for example, in order to accesscertain content or be able to download or export data. You agree to pay allfees which apply to your use of the Service. ZUGIAI Suite reserves the right tochange any fees and pricing applicable to the Service at any time upon noticeto you (which may be sent by email or posted on ZUGIAI Suite’s website). Youruse of the Service following such notification constitutes your acceptance ofany new or increased fees.

‍Automatic Renewal
‍Unlessexpressly stated otherwise in writing, in the event that the term of any SaaSAgreement executed by You and ZUGIAI Suite expires, You unconditionally andirrevocably agree that the agreement shall automatically renew for successiveterms under the same terms and conditions contained in the original agreement.

‍Stop using ZUGIAI
‍You maycancel at any time. Please refer to our Privacy Policy located below tounderstand how we treat information you provide to us after you have stoppedusing our Service. ZUGIAI Suite is also free to terminate (or suspend accessto) your use of the Service or your account, for any reason in our discretion,including your breach of these Terms. ZUGIAI Suite has the sole right to decidewhether you are in violation of any of the restrictions set forth in theseTerms.Accounttermination may result in destruction of any Content associated with youraccount, so keep that in mind before you decide to terminate your account.Sections of these Terms that, by their nature, should survive termination ofthese Terms shall survive termination. By way of example, all of the followingwill survive termination: any obligation you have to pay us or indemnify us,any limitations on our liability, any terms regarding ownership or intellectualproperty rights, and terms regarding disputes between us.Additionally,upon termination of your account ZUGIAI Suite may require you to expunge someor all of the Content in your possession, and you will do so promptly.

‍Other things you should know
‍WarrantyDisclaimer.  Neither ZUGIAI Suite nor its licensors or suppliers makes anyrepresentations or warranties concerning the Service or any Content containedin or accessed through the Service, and we will not be responsible or liablefor the accuracy, copyright compliance, legality, or decency of any materials(including Content) contained in or accessed through the Service. We (and ourlicensors and suppliers) make no representations or warranties regardingsuggestions or recommendations of services or products offered or purchasedthrough the Service. Products and services purchased or offered (whether or notfollowing such recommendations and suggestions) through the Service areprovided “AS IS” and without any warranty of any kind from ZUGIAI Suite orothers (unless, with respect to such others only, provided expressly andunambiguously in writing by a designated third-party for a specific product).  THE SERVICEAND CONTENT ARE PROVIDED BY ZUGIAI SUITE (AND ITS LICENSORS AND SUPPLIERS) ONAN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED,INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY,AVAILABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USEOF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOWLIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAYNOT APPLY TO YOU.

‍Limitation of Liability
‍TO THE FULLEST EXTENTALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY(INCLUDING, WITHOUT LIMITATION, TORT, NEGLIGENCE, CONTRACT, STRICT LIABILITY,OR OTHERWISE) SHALL ZUGIAI SUITE (OR ITS LICENSORS OR SUPPLIERS) BE LIABLE TO YOUOR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, ORCONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, LOSS OFGOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, COST OF PROCUREMENT OF SUBSTITUTEGOODS OR SERVICES, OR COMPUTER FAILURE OR MALFUNCTION, OR (B) ANY AMOUNT, INTHE AGGREGATE, IN EXCESS OF THE GREATER OF (I) $100 OR (II) THE AMOUNTS PAID BYYOU TO ZUGIAI SUITE IN CONNECTION WITH THE SERVICE IN THE TWELVE (12) MONTHPERIOD PRECEDING THE APPLICABLE CLAIM, OR (C) ANY MATTER BEYOND OUR REASONABLECONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAINDAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

‍Indemnity
‍You agree to indemnifyand hold ZUGIAI Suite, its affiliates, and its and their directors, officers,agents, employees, partners, and successors harmless from and against any andall claims, liabilities, penalties (including governmental fines), damages (actualand consequential), losses and expenses (including attorneys’ fees) arisingfrom or in any way relating to (a) your use of the Service (including anyactions taken by a third-party using your account), or (b) your violation ofthese Terms.

‍Assignment
‍You may notassign, delegate or transfer these Terms or your rights or obligationshereunder, or your Service account, in any way (by operation of law orotherwise) without ZUGIAI Suite’s prior written consent. We may transfer,assign, or delegate these Terms and our rights and obligations without consent.

‍Choice of Law; Arbitration.
‍These Termsare governed by and will be construed under either the laws of  England and Wales, without regard to theconflicts of laws provisions thereof. Any dispute arising from or relating tothe subject matter of these Terms (whether brought against ZUGIAI Suite oragainst any director, officer or employee of ZUGIAI Suite in their personalcapacity) shall be finally settled in The United Kingdom or State of Israel, inEnglish, in accordance with the Arbitration Rules and Procedures of the UnitedKingdom or State of Israel. Notwithstanding the foregoing obligation toarbitrate disputes, we shall have the right to pursue injunctive or otherequitable relief at any time, from any court of competent jurisdiction. For allpurposes of these Terms, the parties consent to exclusive jurisdiction andvenue in The United Kingdom or State of Israel. Any arbitration under theseTerms will take place on an individual basis: class arbitrations and classactions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESETERMS, YOU ARE WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASSACTION. YOU AGREE THAT DISPUTES BROUGHT BY YOU BETWEEN YOU AND US WILL BERESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TOPARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.

‍Third-PartyTrademarks.
‍Allthird-party names, logos, product and service names, designs, and slogans(collectively, “Third-Party Trademark(s)”) contained in the Service or Contentare the property of their respective owners. Third-Party Trademarks are used byZUGIAI Suite to refer to the owners of the Third-Party Trademark(s) in questionand use by ZUGIAI Suite is not intended to (and does not) constitute or implyany kind of relationship between ZUGIAI Suite and the owners of the Third-PartyTrademark(s) in question, including any affiliation, sponsorship, endorsementor approval of products and/or services, unless otherwise expressly indicated.Safe HarborStatement. Any statements made by ZUGIAI Suite, oral or written, about newService features or functionality are intended to outline ZUGIAI Suite’sgeneral product direction for information purposes only and are not acommitment to deliver any material, applications, or functionality, and shouldnot be relied upon. The development, release, and timing of any features orfunctionality remains at ZUGIAI Suite’s sole discretion. ZUGIAI Suite mayutilize individuals and/or contractors that conduct business under theirregistered trade names, dba names, fka names, and/or nicknames, abbreviationsand/or alternate spellings, which you unconditionally agree shall have nobearing on the delivery of the service, your opinion of the service, and/or thequality of the service or software provided to you.

‍Miscellaneous
‍You will be responsiblefor paying, withholding, filing, and reporting all taxes, duties, and othergovernmental assessments associated with your activity in connection with theService, provided that ZUGIAI Suite may, in its sole discretion, do any of theforegoing on your behalf or for itself as it sees fit. The failure of eitheryou or us to exercise, in any way, any right herein shall not be deemed awaiver of any further rights hereunder. If any provision of these Terms isfound to be unenforceable or invalid, that provision will be limited oreliminated, to the minimum extent necessary, so that these Terms shallotherwise remain in full force and effect and enforceable. You and ZUGIAI Suiteagree that these Terms are the complete and exclusive statement of the mutualunderstanding between you and ZUGIAI Suite, and that they supersede and cancelall previous written and oral agreements, communications and otherunderstandings relating to the subject matter of these Terms.You herebyacknowledge and agree that you are not an employee, agent, partner, or jointventure of ZUGIAI Suite, and you do not have any authority of any kind to bindZUGIAI Suite in any respect whatsoever. You and ZUGIAI Suite agree there are nothird-party beneficiaries intended under these Terms.