ZephyrusWare Terms of Service

# ZephyrusWare Terms of Service **Version:** 1.2 **Effective date:** October 5, 2026 These Terms of Service (the "**Terms**") are an agreement between ZEPHYRUS VIRTUAL SOLUTION, LLC, a limited liability company organized under the laws of the State of Florida, doing business as ZephyrusWare ("**ZephyrusWare**", "**we**", "**us**" or "**our**"), and the business that creates or uses a ZephyrusWare account ("**Customer**" or "**you**"). They govern your use of ZephyrusWare's cloud applications, customer portal and related services. ## Important Points Please read these Terms carefully. In particular: - **Automatic renewal.** Paid subscriptions renew automatically at the end of each monthly or annual term until cancelled. Seat reductions and downgrades take effect at renewal, with no prorated refunds or credits. The Billing Policy sets renewal dates, reminders, cancellation and price changes for Direct Customers. See Section 9. - **Refunds.** Payments are generally non-refundable. Refunds of purchases from ZephyrusWare are governed by the ZephyrusWare Refund Policy, which is part of these Terms and which you accept with a separate checkbox. A refund of the billing cycle you are in now ends your access to the refunded Seats and cancels that subscription there and then, while correcting a duplicate or mistaken charge does not affect your access. A refund of a payment follows the version of the Refund Policy in force when you paid, unless the law requires otherwise. No refund can be made while a payment dispute on your Account is unresolved. See Section 10. - **Buying through a partner.** If you buy through a ZephyrusWare partner, the partner is the seller, sets your price and handles your billing, refunds and taxes. See Section 14. - **Changing who bills you.** You, your Partner or ZephyrusWare can start a move to a different seller, called a Transfer. You choose whether to accept it, except where you asked for it yourself or in the protective cases in Section 14.6, and a proposal expires after 30 days. A Transfer ends your subscriptions, you keep the access you have already paid for until the Billing End Date of each subscription, there is no refund, and you need a new subscription with the new seller after that date. Your account, data, users and sign-in do not change. See Section 14. - **Payment disputes.** Disputing a charge with your bank can hold or remove licenses and pause access to the applications the disputed payment covers. See Section 11. - **Price changes.** For Direct Customers, we email you about 28 days before a price increase reaches your Subscription, and you can cancel before it does. An increase never applies to a term you have already paid for. See Section 12. - **Limits on liability.** Our liability is limited, and the Services are provided without most warranties. See Sections 23 and 24. - **Your privacy.** Our [Privacy Policy](https://zephyrusware.com/privacy-policy) explains how we handle personal information. ## 1. Acceptance And Scope 1.1 **Agreement.** By accepting these Terms, or by accessing or using the Services, you agree to these Terms on behalf of the business you represent. Section 30 explains how acceptance works. 1.2 **Business use only.** The Services are offered only to businesses and other organizations for business purposes, not to consumers for personal, family or household use. 1.3 **Other documents.** These Terms include the Privacy Policy, the four Policies listed in Section 1.4, and any documents they refer to. If you sign a separate written agreement with ZephyrusWare for the Services, that agreement controls where it conflicts with these Terms. 1.4 **The Policies.** Everything that is the same for Personal Accounts and Business Accounts is in four shared policies, each part of these Terms: the **Billing Policy**, the **Refund Policy**, the **Acceptable Use And Data Policy** and the **Service Policy** (the "**Policies**"). Each Policy has its own version, and ZephyrusWare keeps every version available at its link. A Tenant Admin accepts the Billing Policy and the Refund Policy with separate checkboxes (Section 30.1). If a Policy and these Terms differ on the Policy's subject, the Policy controls, except that Sections 23 to 25, 31 and 33 of these Terms control over any Policy. ## 2. Definitions - "**Account**" means your organization's account (also called a tenant) on the Platform. - "**Account Data**" means information used to set up and manage your Account, such as your company name, user names, email addresses, roles, license assignments and billing contacts. - "**Authorized User**" means an individual you allow to use the Services under your Account, such as an employee or contractor. - "**Customer Data**" means the data you and your Authorized Users enter into or upload to the Services, including application content such as work items, comments and attachments. Customer Data does not include Usage Data. - "**Direct Customer**" means a customer that buys Subscriptions from, and pays, ZephyrusWare directly. - "**Documentation**" means ZephyrusWare's then-current help materials and descriptions of the Services, including information shown in the customer portal. - "**Partner**" means an independent business authorized by ZephyrusWare to resell Subscriptions. - "**Partner Customer**" means a customer that buys Subscriptions through a Partner. - "**Partner Users**" means individuals acting for a Partner. - "**Platform**" means ZephyrusWare's multi-tenant software platform, including the customer portal, APIs and connected applications. - "**Seat**" means a license that lets one named Authorized User use a product at a particular tier. - "**Services**" means the ZephyrusWare cloud applications, customer portal and related services made available to you. - "**Subscription**" means your recurring right to use a quantity of Seats, or a per-account plan, for a product, tier and billing interval. - "**Tenant Admin**" means an Authorized User with the tenant administrator role for your Account. - "**Transfer**" means a change, under Section 14.5 or 14.6, in the channel through which you buy Subscriptions: from a Partner to ZephyrusWare directly, from ZephyrusWare directly to a Partner, or from one Partner to another Partner. - "**Usage Data**" means technical and usage information generated by operating the Services, such as feature usage, performance and security logs. - Words defined in a Policy have the meaning given there, for example "**Billing Cycle**", "**Billing End Date**", "**Billing Time Zone**", "**Hard Bounce**", "**Initial Term**", "**Renewal Date**" and "**Sent**" in the Billing Policy. ## 3. Accounts And Eligibility 3.1 **Eligibility.** To create an Account you must be at least 18 years old, represent a business or other organization, and have authority to bind it to these Terms. 3.2 **Accurate information.** You must provide accurate, complete Account Data and keep it current, including at least one working administrator email address. 3.3 **Account creation.** An Account may be created by your representative through ZephyrusWare's sign-up process, or by a Partner on your behalf, in which case your first administrator receives an invitation. Account creation depends on available capacity, and ZephyrusWare may decline or delay creating an Account. Creating an Account does not by itself purchase any paid Subscription. 3.4 **Where Direct Customers may be billed.** ZephyrusWare sells only in the United States. A Direct Customer must give a billing address in the fifty states of the United States or the District of Columbia, as the Billing Policy describes in Schedule B. 3.5 **Using the Services outside the United States.** Authorized Users may use the Services from outside the United States, except where sanctions or export laws prohibit it (Section 33.5). ## 4. Account Ownership And Control 4.1 **Your business owns the Account.** The Account belongs to your business, not to any individual user and not to a Partner. 4.2 **Tenant Admins control the Account.** Your Tenant Admins manage your Account on your behalf, including Authorized Users, roles, licenses, application access, subscriptions, sign-in settings and the Account's security settings. ZephyrusWare may rely on instructions from any of your Tenant Admins as instructions from you. You should always keep more than one trusted Tenant Admin. 4.3 **Changes in control.** If there is a disagreement about who controls an Account, or you lose access to all Tenant Admins, ZephyrusWare may ask for reasonable evidence of authority before making changes. ZephyrusWare may restrict changes to the Account until the matter is resolved. ## 5. Authorized Users 5.1 **Your users.** You may allow Authorized Users to use the Services within the limits of your Subscriptions. You are responsible for your Authorized Users' compliance with these Terms and for everything done under your Account. 5.2 **Seats are for named individuals.** Each Seat may be assigned to one individual at a time. Users must not share accounts or credentials. Tenant Admins may reassign a Seat when a user no longer needs it. 5.3 **Removing access.** You must promptly remove access for users who no longer need it, such as departing employees. ## 6. Account Security 6.1 **Your responsibilities.** You must keep sign-in credentials confidential, configure access appropriately, and use strong authentication. 6.2 **Multi-factor authentication.** You should require multi-factor authentication for all Authorized Users, and especially for Tenant Admins. ZephyrusWare may require multi-factor authentication for some roles or actions. If your organization signs in through its own identity provider, you are responsible for that provider's security settings. 6.3 **Account number and Security PIN.** ZephyrusWare may assign your Account an account number and a Security PIN. The account number identifies your ZephyrusWare Account only and is not a bank or payment account number. Where a Security PIN is used: (a) only your Tenant Admins can view it, and your Tenant Admins can change it; (b) ZephyrusWare support staff who are not platform administrators, and Partner Users, may require the Security PIN before they can access your Account information; and (c) you should share the Security PIN only with people you trust to act on your Account, and change it if you believe it has been exposed. 6.4 **Report problems.** You must notify ZephyrusWare promptly at security@zephyrusware.com if you suspect unauthorized access to your Account or any other security issue with the Services. 6.5 **We never need your password.** ZephyrusWare will not ask for your password. Do not send passwords, card numbers or other secrets in support requests or messages. ## 7. Subscriptions, Licenses And Seats 7.1 **Subscriptions.** Paid applications require an active Subscription. Each Subscription covers a product, a tier, a billing interval (monthly or annual) and a quantity of Seats, or a per-account plan where offered. Different products may use different billing intervals, but all Seats in one Subscription share the same interval. Tier features are described in the Documentation. Every tier also has a short list of key limits, such as limits on what a product may connect to or whether commercial use is allowed. The key limits are shown at checkout before you pay and in your purchase confirmation. 7.2 **Paid access.** When paid access starts and ends is set out in Section 2.5 of the Billing Policy. 7.3 **Deployment options.** The Services may be offered in shared (Public Cloud) and dedicated (Private Cloud) deployment models. Private Cloud and other optional offerings may be subject to additional terms. 7.4 **Complimentary, trial and preview features.** ZephyrusWare may provide some access free of charge, or offer trial, beta or preview features. These are provided "as is", may have limits, and may be changed or ended at any time. How trials work is set out in Section 2.6 of the Billing Policy. 7.5 **Usage limits.** The technical limits of the Services are set out in Section 5 of the Service Policy. ## 8. Buying And Paying 8.1 **Direct Customers.** If you are a Direct Customer, you buy from and pay ZephyrusWare, and your Tenant Admins place orders in the customer portal and designate a Billing Contact to receive billing notices (Billing Policy, Schedule B.3). Payment, orders, prices, taxes and failed payments are governed by the Billing Policy. 8.2 **Partner Customers.** If you are a Partner Customer, you buy from your Partner, not from ZephyrusWare. Your Partner is the seller of record for those purchases. It sets your price, collects your payment and handles your billing, invoices, refunds and taxes. Section 14 has more detail. ## 9. Automatic Renewal, Changes And Cancellation 9.1 **Automatic renewal.** A Direct Customer's Subscriptions renew automatically as the Billing Policy describes: renewal dates, the first term, your consent at checkout, the reminders ZephyrusWare sends, and when a renewal is not charged (Billing Policy Sections 4 to 9). A Partner Customer's Subscriptions renew as the Partner's terms and Section 14 describe. A Partner Customer's Subscription does not renew while its Partner has not accepted the current version of its agreement with ZephyrusWare. It ends at its Billing End Date, nothing is charged, and ZephyrusWare will tell you and may move you to a direct relationship under Section 14.6. For a Partner Customer, dates in ZephyrusWare's notices about its Subscriptions are in the time zone of the billing address given at the Partner's checkout, or Eastern Time if there is none. 9.2 **Changes and cancelling.** For a Direct Customer, adding Seats, upgrading, removing Seats, downgrading, changing the billing interval and cancelling are governed by Sections 10 and 11 of the Billing Policy. For a Partner Customer, they are governed by the Partner's terms, and Seat removals and downgrades take effect at the next renewal; a Partner Customer can also cancel through its Partner. For every Business Account, if more users are assigned than a Subscription's Tier or Seats allow when a change takes effect, access to that product is paused until a Tenant Admin unassigns enough users. No user or data is deleted. 9.3 **Effect of a Transfer.** A Transfer under Section 14 ends your Subscriptions. Your access under each one continues until that Subscription's Billing End Date, there is no refund, credit or prorated adjustment, and a new Subscription with your new seller is required after that date. Section 14.7 sets this out in full. ## 10. Refunds 10.1 **Direct Customers and the Refund Policy.** Refunds of purchases you make from ZephyrusWare directly are governed by the ZephyrusWare Refund Policy at https://zephyrusware.com/terms/refund-policy/ (the "**Refund Policy**"), which is part of these Terms. You confirm that you have read and agree to it by ticking a separate box, which is not ticked for you, when the Account is created and when a Tenant Admin accepts a new version (Section 30.1). Except where the law requires otherwise or the Refund Policy says otherwise, payments are non-refundable, including after cancellation, Seat removal or downgrade. A refund of Seats removes those Seats from your Account. 10.2 **Partner Customers.** Refunds for purchases made through a Partner are handled by that Partner under its own terms, and are paid to you from your Partner's own payment account. Whether to refund you is your Partner's decision under its agreement with you; ZephyrusWare does not refund purchases you made through a Partner. Please contact your Partner. Partners can refund only unassigned Seats through the Platform, so a Tenant Admin may need to unassign Seats first. Refunded Seats are removed from your Account. This stays true after a Transfer: a refund of a purchase you made before the Transfer is still handled by the Partner that sold it to you, and the refunded Seats are still removed from your Account. 10.3 **What a refund does to your access.** However a refund arises, whether ZephyrusWare offers it, your Partner makes it, or it is owed under Section 23.2 or the Service Policy, Section 3 of the Refund Policy explains what it does to your access: correcting a duplicate or mistaken charge never affects your access, your Subscription or its renewals; refunding the billing cycle you are in now ends your access to the refunded Seats and cancels the Subscription straight away; and refunding a billing cycle that has already ended takes nothing away. Only unassigned Seats can be refunded, so a Tenant Admin may need to unassign Seats first. 10.4 **No refund while a payment dispute is open.** No refund can be made on your Account while a payment dispute or chargeback affecting it is unresolved, whoever sold the disputed charge (Refund Policy, Section 6). That applies to ZephyrusWare and to your Partner. Resolve the dispute first; Section 11 explains how a dispute is handled and what it does to your Seats. 10.5 **Which version applies.** A refund of a payment follows the version of the Refund Policy in force when that payment was made, unless the law requires otherwise (Refund Policy, Section 9). This is about what a refund does, not about what you were charged. A renewal is a new payment and follows the version in force when it is charged. ## 11. Payment Disputes And Chargebacks 11.1 **Payment disputes.** What happens when a payment is disputed or charged back is set out in Section 14 of the Billing Policy. Section 14 of the Billing Policy also applies to disputes over Partner purchases, even though the rest of the Billing Policy does not. If a charge looks wrong, please contact ZephyrusWare (for Direct purchases) or your Partner (for Partner purchases) before disputing it with your bank or card issuer. ## 12. Price Changes 12.1 **Direct Customers.** Price changes for Direct Customers are governed by Section 12 of the Billing Policy. 12.2 **Partner Customers.** Your Partner sets your price and is responsible for telling you about price changes. Partners cannot sell below ZephyrusWare's Direct price. If ZephyrusWare's Direct price rises above the price you pay, your Partner's price for your Subscription will rise to at least the new Direct price at a renewal after the required notice. ## 13. Taxes 13.1 **Direct Customers.** Taxes on Direct purchases are governed by Section 3.2 of the Billing Policy. 13.2 **Partner Customers.** Your Partner, as seller of record, is responsible for determining and charging any applicable taxes on your purchases. Please direct tax questions to your Partner. ## 14. Buying Through A Partner, And Changing Sellers 14.1 **The Partner relationship.** Partners are independent businesses, not ZephyrusWare's agents. If you buy through a Partner: (a) your Partner is the seller of record and is responsible to you for price, billing, receipts and invoices, payment collection, refunds, taxes and billing questions; (b) your Partner will usually send you a payment link by email. Pay only on the payment provider's hosted payment page. Each order has one payment link, and if a link expires, your Partner must create a new order; (c) your Partner provides your first-line support. ZephyrusWare supports your Partner, and may also help you directly with account access, security and privacy matters; and (d) your Partner's own terms govern your commercial relationship with the Partner, and these Terms govern your use of the Services. A Partner cannot change these Terms or make promises for ZephyrusWare. 14.2 **What your Partner can see.** Your Partner can see your company name, account identifier and account status, and the orders, refunds and payment dispute information for its sales to you. Your Partner cannot see your Customer Data or your user list unless you give Partner Users access to your Account. 14.3 **You stay in control.** If you give Partner Users access to your Account: (a) you decide what role they have, and you are responsible for granting it; (b) a Partner User may hold the Tenant Admin role only while your business has at least one Tenant Admin of its own; (c) Partner Users may not remove, demote or disable your own Tenant Admins, or change your sign-in or multi-factor authentication settings in a way that could lock your own Tenant Admins out; and (d) your own Tenant Admins can remove Partner Users from your Account at any time. ZephyrusWare may remove a Partner User's access that breaks these rules. 14.4 **Transfers: changing who sells to you.** ZephyrusWare may change the channel through which you buy Subscriptions. That change is called a Transfer, and it can go in three directions: from a Partner to ZephyrusWare directly, from ZephyrusWare directly to a Partner, or from one Partner to another Partner. Only ZephyrusWare carries out a Transfer; a Partner cannot transfer you to another Partner by itself, and cannot take you with it if it leaves the partner program. A Transfer changes who sells to you and who bills you. It does not change these Terms, which remain your agreement with ZephyrusWare before and after the Transfer, and it does not change your Account, your account identifier, your sign-in organization, your Tenant Admins, your Authorized Users, your Customer Data or your settings. Your users stay signed in. 14.5 **Transfers you take part in: who can start one, and who has to agree.** Outside the protective cases in Section 14.6, a Transfer happens only once everyone it needs has agreed to it. ZephyrusWare records the proposal in the customer portal, naming your current seller, the new seller and the date the Transfer would take effect. Until it takes effect nothing changes: you keep your current seller and your Subscriptions. (a) **Who can start one.** If you buy through a Partner, you can ask to be moved to a direct relationship with ZephyrusWare, or to another Partner you name. Your Partner can ask ZephyrusWare to move you to a direct relationship or to another Partner it names. ZephyrusWare can propose a Transfer in any of the three directions. A Partner cannot start the move of another Partner's customer to itself. (b) **If you already buy from ZephyrusWare directly.** You cannot ask to be moved to a Partner. ZephyrusWare may propose that move to you, and you decide whether to accept it or decline it. (c) **Who has to agree.** A Transfer takes effect only once each of these that applies to it has agreed, and it does not take effect if any of them refuses or does not answer: (i) **you**, given by a Tenant Admin accepting the Transfer in the customer portal. You do not have to accept separately if you asked for the Transfer yourself, because asking for it is your agreement; (ii) **ZephyrusWare**, needed whenever the move is into or out of a direct relationship with ZephyrusWare, because that changes ZephyrusWare's own position as a seller. ZephyrusWare does not have to agree to a move from one Partner to another, so you and the two Partners can agree that move between you; and (iii) **the Partner you would be moving to**, needed whenever you are moving to a Partner. No Partner is given your account without agreeing to take it on. (d) **If someone does not agree, or the proposal expires.** A proposal expires 30 days after ZephyrusWare records it unless every agreement it needs has been given by then. If you decline, if anyone else who has to agree refuses, or if the proposal simply expires, nothing changes: you keep your current seller and your Subscriptions, you owe nothing because of the proposal, and declining a Transfer or letting a proposal lapse is not a breach of these Terms. ZephyrusWare may withdraw a proposal before the Transfer takes effect, and the same Transfer may be proposed again later. 14.6 **Transfers that protect you.** ZephyrusWare may carry out a Transfer without your acceptance when your Partner can no longer serve you safely or at all. That is the case if ZephyrusWare suspends the Partner or ends its relationship with the Partner, if the Partner stops working with ZephyrusWare, has not accepted the current version of its agreement with ZephyrusWare, becomes insolvent or stops doing business, if the Partner's payment account is closed, restricted or disconnected, if ZephyrusWare reasonably believes the Partner is acting against your interests, or if the law or a payment or identity provider requires it. In those cases ZephyrusWare will tell you and will move you to a direct relationship with ZephyrusWare. **A protective Transfer always moves you to ZephyrusWare directly, and never to another Partner.** You have not agreed to this move, so you are not handed to a Partner you have no relationship with and did not choose; and nothing has to wait on another Partner agreeing to take you on, which is exactly the delay this Section exists to prevent. Your acceptance is not required and is not asked for, because waiting for an answer could leave you without a working seller. If you would rather buy through a Partner afterwards, you can move to one under Section 14.5, where you do decide. Everything in Section 14.7 still applies, and your Account, data, users, settings and sign-in are still untouched. 14.7 **What happens in every Transfer.** Whether the Transfer went ahead under Section 14.5 or it was a protective Transfer under Section 14.6: (a) your existing Subscriptions end, and any Subscriptions sold by a Partner are cancelled on that Partner's payment account, so it will not charge you for further renewals; (b) your access to the paid Services you have already paid for continues until the Billing End Date of each Subscription. Each Subscription has its own Billing End Date, so if you hold more than one and they are paid up to different dates, each one runs to its own date; where they are paid up to the same date, as is usually the case, that single date covers everything you hold; (c) **you do not receive a refund, a credit or a prorated adjustment because of the Transfer.** Nothing you have already paid is returned or reduced, and nothing is credited towards a later purchase; (d) to keep using the paid Services after a Subscription's Billing End Date, you must buy a new Subscription from your new seller: from the new Partner if you were Transferred to a Partner, or from ZephyrusWare at its then-current Direct prices if you were Transferred to a direct relationship. That is a new purchase at the new seller's price, which may be higher or lower than what you paid before, and Section 8 applies to it; (e) if you do not buy a new Subscription, your access to the paid Services covered by a Subscription ends on that Subscription's Billing End Date, as Section 7.2 describes. Your Account stays open and your Customer Data is kept, subject to Section 27; (f) your Account, your Customer Data, your Authorized Users, your roles and licence assignments, your settings and your sign-in are not changed by the Transfer, and you do not sign in anywhere new; and (g) your former Partner remains responsible for refunds, billing questions and taxes on your past purchases from it, and those purchases stay recorded as its sales. A new Partner has no responsibility for, and no records of, what you bought before the Transfer. If your former Partner refunds a purchase, or a payment dispute is decided, Seats can still be removed from your Account afterwards, as Section 10.2 and Section 14.2 of the Billing Policy describe, and a refund covering the billing cycle you are in can still end your access to the refunded Seats and move that Subscription's Billing End Date, as Section 10.3 describes. (h) ZephyrusWare may give your new seller the business contact and Subscription information it needs to bill you, such as your company name, billing contact names, email addresses and the products, tiers and quantities you hold. ZephyrusWare does not give your new seller your Customer Data, your list of Authorized Users, or your former Partner's prices, fees, refund or dispute records. 14.8 **Direct communication.** ZephyrusWare may contact you directly about your Account, security, privacy, legal matters, changes to the Services, any proposed or completed Transfer, and any change in your Partner relationship. ## 15. Acceptable Use 15.1 **The Acceptable Use And Data Policy.** The Acceptable Use And Data Policy governs what you and your Authorized Users may and may not do with the Services, including its rules for Business Accounts in Schedule B. ## 16. Prohibited Data 16.1 **Prohibited data.** What you must not enter into the Services is set out in Section 3 of the Acceptable Use And Data Policy. ## 17. Customer Data And Privacy 17.1 **Your data.** As between the parties, you own your Customer Data. You are responsible for your Customer Data and for having the rights and consents needed to use it with the Services. 17.2 **Our use of your data.** You give ZephyrusWare permission to host, copy, process, transmit and display Customer Data as needed to provide, secure and support the Services, to prevent abuse, and to comply with law. ZephyrusWare does not sell Customer Data. 17.3 **Visibility within your Account.** Customer Data may be visible to other Authorized Users according to your Account's roles and access settings. 17.4 **Privacy Policy.** ZephyrusWare's [Privacy Policy](https://zephyrusware.com/privacy-policy) explains how ZephyrusWare collects and uses personal information, including Account Data, and how to make privacy requests. Personal information about your purchases from a Partner that the Partner holds is handled by the Partner under its own privacy practices. 17.5 **Data processing terms.** Where applicable data protection law requires it, ZephyrusWare's processing of personal data within Customer Data on your behalf is also governed by a data processing addendum that ZephyrusWare makes available on request. 17.6 **Service providers.** ZephyrusWare uses service providers to host and store data, authenticate users, process payments, send email, publish service status and keep backups. Current service providers include Cloudflare (hosting and data storage), Auth0 by Okta (sign-in and identity), Stripe (payments and sales tax), Resend (email), Atlassian Statuspage (status page) and GitHub (source code and encrypted backups). ZephyrusWare may add or replace service providers and will update the information it publishes about them. ZephyrusWare remains responsible for its service providers' processing of Customer Data on its behalf. 17.7 **Usage Data.** ZephyrusWare may collect and use Usage Data to operate, secure, support and improve the Services. ZephyrusWare will not share Usage Data with third parties in a form that identifies you or your Authorized Users, except with service providers, as required by law, or as described in the Privacy Policy. ## 18. Security Security, and what ZephyrusWare does to protect Customer Data, is set out in Section 4 of the Service Policy. You are responsible for the security measures within your control described in Section 6. ## 19. Availability, Support And Status 19.1 **Availability, status and support.** Availability, status and support are set out in Sections 2 and 3 of the Service Policy. Partner Customers should contact their Partner first for support and for all billing questions. ## 20. Third-Party Services And Connected Apps 20.1 **Applications and third parties.** ZephyrusWare applications, third-party services and payment providers are covered by Section 6 of the Service Policy. ## 21. Intellectual Property And Feedback 21.1 **ZephyrusWare's property.** ZephyrusWare and its licensors own the Services, the Platform, the Documentation and all related intellectual property. Subject to these Terms and your payment of applicable fees, ZephyrusWare grants you a non-exclusive, non-transferable right during your Subscription term to use the Services for your internal business purposes. No other rights are granted. 21.2 **Feedback.** If you give ZephyrusWare suggestions or feedback, ZephyrusWare may use them without any obligation to you. ## 22. Confidentiality 22.1 **Confidential Information.** "Confidential Information" means non-public information one party shares with the other that is marked confidential or that a reasonable person would understand to be confidential. Your Customer Data is your Confidential Information. Non-public information about the Services, including pricing not made public and security information, is ZephyrusWare's Confidential Information. 22.2 **Obligations.** The receiving party will use the other party's Confidential Information only to perform under these Terms, protect it with at least reasonable care, and share it only with people and service providers who need to know it and are bound by confidentiality obligations. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed, or is rightfully received from someone else without restriction. A party may disclose Confidential Information when the law requires, after giving notice where lawful. ## 23. Warranties And Disclaimers 23.1 **Mutual.** Each party represents that it has the authority to enter into these Terms. 23.2 **ZephyrusWare.** ZephyrusWare will provide the paid Services in a professional manner and in all material respects as described in the Documentation. If ZephyrusWare breaches this commitment and does not correct the problem within 30 days after you report it in detail, you may cancel the affected Subscription and, for a Direct Customer, receive a refund of prepaid fees for the unused remainder of the term. For a Partner Customer, ZephyrusWare will work with your Partner to provide an equivalent refund. This is your only remedy for a breach of this Section 23.2. 23.3 **Disclaimer.** Except as expressly stated in these Terms, the Services are provided "as is" and "as available". To the extent the law allows, ZephyrusWare disclaims all other warranties, whether express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, title and non-infringement, and any warranty that the Services will be uninterrupted, error-free or free of harmful components, or that data will never be lost. You are responsible for keeping your own copies of data that is important to you. ## 24. Limitation Of Liability 24.1 **Excluded damages.** To the extent the law allows, neither party is liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, revenue, goodwill or data, even if told they were possible. 24.2 **Cap.** To the extent the law allows, each party's total liability arising out of or relating to these Terms or the Services is limited to the greater of (a) the amounts paid for the Services under your Account during the 12 months before the event giving rise to the liability, whether paid to ZephyrusWare or to a Partner, and (b) US$100. 24.3 **Exceptions.** Sections 24.1 and 24.2 do not limit your obligation to pay amounts owed, either party's obligations under Section 25, your breach of Section 15 or 16, either party's fraud, gross negligence or willful misconduct, or liability that cannot be limited by law. ## 25. Indemnification 25.1 **By you.** You will defend ZephyrusWare and its affiliates, officers, employees and agents against any third-party claim arising from your Customer Data, your or your Authorized Users' breach of Section 15 or 16, or your violation of law, and pay the resulting damages, settlements, costs and reasonable legal fees. 25.2 **By ZephyrusWare.** ZephyrusWare will defend you against any third-party claim that the Services, as provided by ZephyrusWare, infringe that third party's intellectual property rights, and pay the resulting damages, settlements, costs and reasonable legal fees. This does not apply to claims arising from Customer Data, third-party services, combinations with anything ZephyrusWare did not provide, or modifications ZephyrusWare did not make. If a claim is made or likely, ZephyrusWare may modify or replace the Services, obtain the right for you to keep using them, or end the affected Subscription and refund prepaid fees for the unused remainder of the term (through your Partner, for Partner purchases). 25.3 **Procedure.** The party seeking defense must promptly notify the other in writing, let it control the defense and settlement, and cooperate reasonably at its expense. No settlement may admit fault by, or impose obligations on, the defended party without its consent. ## 26. Suspension 26.1 **Suspension.** When ZephyrusWare may suspend your access, and how it limits a suspension, are set out in Section 8 of the Service Policy. ## 27. Term, Termination, Data Export And Retention 27.1 **Term.** These Terms apply from your acceptance until your Account is closed. 27.2 **Closing your Account and termination.** Closing your Account, termination by ZephyrusWare, data export, deletion and retention are governed by Section 9 of the Service Policy. 27.3 **Survival.** Sections that by their nature should survive termination survive, including Sections 10, 11, 13, 17, 21 through 25, 27 and 31 through 33. ## 28. Changes To The Services Changes to the Services are governed by Section 7 of the Service Policy. ## 29. Changes To These Terms 29.1 **Versions.** Each version of these Terms has a version number and effective date. ZephyrusWare keeps each version you have accepted and will provide a copy on request. 29.2 **Notice of changes.** ZephyrusWare may update these Terms. For material changes, ZephyrusWare will notify your Tenant Admins at least 30 days before the new version takes effect, unless a change is required sooner by law or for security reasons. Changes that do not materially affect your rights take effect when published. 29.3 **Re-acceptance.** ZephyrusWare may ask a Tenant Admin to accept a new version in the customer portal. Until a Tenant Admin accepts, ZephyrusWare will not renew your Subscriptions (Section 9.3 of the Billing Policy) and may limit new purchases, Seat increases and upgrades, but will not stop your access to Services you have already paid for, data export, cancellation or support. 29.4 **If you do not agree.** If you do not agree to a new version, you may cancel your Subscriptions before it takes effect. The version you last accepted continues to apply until the end of your current paid term. After that, continuing to use the Services requires acceptance of the current version, so a Subscription does not renew until a Tenant Admin accepts it. A refund follows the version of the Refund Policy that applies to the payment, as Section 10.5 describes. 29.5 **Changes to the Policies.** The Billing Policy, the Refund Policy, the Acceptable Use And Data Policy and the Service Policy each have their own version and change under their own sections on changes, with at least 30 days' notice to your Tenant Admins for a material change. A Tenant Admin accepts a new version of the Billing Policy or the Refund Policy with a new, unticked checkbox that links to it. ## 30. Electronic Acceptance And Communications 30.1 **How acceptance works.** These Terms are accepted electronically. The individual who creates your Account, or the administrator invited to set up an Account created by a Partner, views these Terms, ticks a checkbox confirming that they have authority to bind your business and that your business agrees to these Terms, ticks a second and a third checkbox, also not ticked for them, confirming that they have read and agree to the Billing Policy and the Refund Policy for your business, which the checkboxes link to, and submits. A Tenant Admin accepts later versions in the same way. 30.2 **Authority.** The individual who accepts confirms that they are authorized to accept these Terms for your business. If they are not authorized, they must not accept. Acceptance binds your business in the same way as a handwritten signature. 30.3 **Acceptance record.** ZephyrusWare records the version of these Terms, the Acceptable Use And Data Policy, the Service Policy, the Billing Policy and the Refund Policy accepted, with a SHA-256 fingerprint of each exact text shown, the date and time of acceptance, and the user account that accepted. 30.4 **Electronic communications.** You agree to receive notices and other communications from ZephyrusWare electronically, including by email to your Tenant Admins and through the customer portal. Electronic communications satisfy any legal requirement that a communication be in writing. ## 31. Governing Law And Dispute Resolution 31.1 **Governing law.** These Terms are governed by the laws of the State of Florida, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. 31.2 **Informal resolution.** Before starting a legal proceeding, each party will first try to resolve a dispute informally by written notice to the other, and the parties will negotiate in good faith for at least 30 days. 31.3 **Courts.** Any dispute not resolved informally will be resolved exclusively in the state or federal courts located in Polk County, Florida, and each party consents to their jurisdiction. Either party may seek an injunction in any court of competent jurisdiction to protect its intellectual property or Confidential Information. ## 32. Notices 32.1 **To ZephyrusWare.** Legal notices to ZephyrusWare must be sent to PO Box 212, Eagle Lake, FL 33839 and legal@zephyrusware.com. Security issues should be reported to security@zephyrusware.com. 32.2 **To you.** ZephyrusWare may send notices to the email addresses of your Tenant Admins on record or through the customer portal. Notices about billing, renewals, price changes and cancellation are given when Sent, as Section 15 of the Billing Policy describes. Any other notice sent by email is effective on the next business day after it is sent. ## 33. General 33.1 **Assignment.** You may not assign these Terms without ZephyrusWare's prior written consent, except to a successor in a merger or sale of substantially all of your business, with notice to ZephyrusWare. ZephyrusWare may assign these Terms to an affiliate or in connection with a merger, acquisition or sale of all or substantially all of its related business. 33.2 **Entire agreement.** These Terms, including the Privacy Policy, the four Policies and the documents they reference, are the entire agreement between you and ZephyrusWare about the Services and replace any earlier agreement about them. Purchase orders and other terms you provide do not apply. 33.3 **Severability and waiver.** If any provision is found unenforceable, it will be enforced to the maximum extent allowed and the rest of these Terms stay in effect. Failing to enforce a provision is not a waiver. 33.4 **Force majeure.** Neither party is liable for delays or failures, other than payment obligations, caused by events beyond its reasonable control, including failures of hosting, identity or payment providers. 33.5 **Export and sanctions.** You must comply with export control and sanctions laws that apply to your use of the Services. The Office of Foreign Assets Control of the U.S. Department of the Treasury (OFAC) administers U.S. sanctions. It publishes its [Sanctions Programs and Country Information](https://ofac.treasury.gov/sanctions-programs-and-country-information) and its lists in the [Sanctions List Service](https://ofac.treasury.gov/sanctions-list-service), which you can check with [Sanctions List Search](https://sanctionssearch.ofac.treas.gov/). You may not use the Services, and you may not allow an Authorized User to use them, if you or the Authorized User is listed on an OFAC sanctions list, or if U.S. sanctions prohibit ZephyrusWare from providing the Services to you, to the Authorized User or to the place the Authorized User is in. 33.6 **Independent parties.** The parties are independent contractors. These Terms do not create a partnership, agency or employment relationship. Partners are not ZephyrusWare's agents. 33.7 **No third-party beneficiaries.** These Terms do not give rights to anyone other than you and ZephyrusWare. 33.8 **Interpretation.** These Terms are written in English. Headings are for convenience only, and "including" means "including without limitation". ## 34. Contact Questions about these Terms can be sent to legal@zephyrusware.com. Security concerns can be sent to security@zephyrusware.com.