Zaptiva Platform Agreement

Last Updated: October 6, 2023

Please read this Zaptiva Platform Agreement (the “Agreement“). You must agree to this Agreement to use the Platform (as defined below). This Agreement grants Zaptiva, Inc. (“Zaptiva“) permission to use your marketing assets (e.g., your App name and logo) throughout Zaptiva’s website and platform, and on other Zaptiva Platform participants’ apps and websites to promote Integrations (as defined below). As used herein:

a. “Apps” mean your own branded applications and your application programming interfaces used or relied upon by Integrations and any updates, upgrades, modifications, additions, and versions thereto.

b. “Documentation” means Zaptiva’s documentation and templates made available to you by Zaptiva on the Platform website or elsewhere.

c. “Integrations” mean the integrations and data links that connect Apps with the Platform, and any updates, upgrades, modifications, additions, and versions thereto.

d. “Libraries” mean Zaptiva’s script libraries made available to you by Zaptiva on the Platform website or elsewhere, and any updates, upgrades, modifications, additions, and versions thereto.

e. “Platform” means the Zaptiva platform made available to you at: https://Zaptiva.com/platform, which includes Documentation, Libraries, Zaptiva APIs, Sample Code, other Zaptiva materials provided to you via the Platform website, and any updates, upgrades, modifications, additions, and versions thereto.

f. “Sample Code” means sample code made available by Zaptiva to the extent not separately licensed under an open-source license.

g. “Services” mean the Zaptiva cloud-based automation platform.

h. “TOS” means the Zaptiva Terms of Service at: https://Zaptiva.com/tos, as may be updated from time to time that governs the use of the Services.

i. “Zaptiva APIs” mean Zaptiva’s application programming interfaces made available by Zaptiva on the Platform, and any updates, upgrades, modifications, additions, and versions thereto.

Thank you for your interest in Zaptiva and the Platform, which allows you to build Integrations with and between Apps to facilitate the Services. This Agreement governs your use of the Platform. If you are entering into this Agreement on behalf of a company, organization, or other legal entity (an “Entity“), you are agreeing to this Agreement for that Entity and representing to Zaptiva that you have the authority to bind such Entity to this Agreement, in which case the term “you” shall refer to such Entity. By downloading, installing, or otherwise accessing or using the Platform, you agree that you have read, understood, and agree to be bound by this Agreement. If you do not agree, you may not use the Platform. This Agreement will govern your use of the Platform if there is any conflict between this Agreement and the TOS.


By using or accessing any portion of the Platform, you acknowledge and agree as follows:


1. Limited License

Subject to your complete and ongoing compliance with all the terms and conditions of this Agreement, including without limitation, all license limitations, restrictions, and permissions, Zaptiva grants you the following limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to:

a. copy, use, and (where applicable) authorize your employees to use the Documentation internally solely in connection with developing Integrations;

b. copy and modify Sample Code strictly for the purpose of developing Integrations;

c. copy and use the Zaptiva APIs strictly for the purpose of linking Integrations; and

d. incorporate unmodified Libraries and modified or unmodified Sample Code into Integrations and redistribute the same as part of Integrations solely through the Services.

Notwithstanding anything herein, the foregoing license rights are limited to the development and distribution of Integrations solely for the purpose of accessing or interfacing with the Services, as permitted in the Documentation, and in compliance with the Zaptiva Acceptable Use Policy located at: https://Zaptiva.com/aup, as may be updated from time to time.


2. Restrictions

By accessing or using the Platform, you represent, warrant, and covenant that you are engaged in the development of software applications (i.e., Apps) and have the authority to integrate Apps with the Services. You will not (or authorize any third party to), directly or indirectly:

a. redistribute, sell, lease, license, copy, publicly perform or display, transmit, publish, edit, adapt, create derivative works of, modify, or otherwise use or exploit in any manner any portion of the Platform, except as expressly provided herein;

b. distribute, deploy, or otherwise utilize Integrations for any purpose other than to facilitate the integration of apps with the Services;

c. use or implement any undocumented feature or API, or use any documented feature or API other than in accordance with applicable Documentation;

d. fail to maintain the confidentiality of any non-public aspects of the Platform or fail to use at least the same measures to protect the non-public aspects of the Platform as you use for your own confidential information (and in any case, no less than reasonable care);

e. decompile, reverse engineer, or otherwise access or attempt to access the source code for the Platform not made available to you in source code form;

f. remove, obscure, interfere with, or circumvent any Platform feature, including without limitation, any copyright or other intellectual property notices, security, or access control mechanism;

g. take any action that could subject the Platform (or any part) to third-party terms, including without limitation “open source” software license terms;

h. copy, frame, or display any elements of the Services through Integrations or Apps, except as expressly authorized by Zaptiva in writing;

i. access or use the Platform for any competitive purpose or competitive analysis or disseminate performance information (including uptime, response time, or benchmarks) relating to the Platform or Services;

j. suggest any affiliation with Zaptiva, including any suggestion that Zaptiva sponsors, endorses, or guarantees any Integrations, or App, except for the Platform integration relationship expressly contemplated in this Agreement, or make any representations, warranties, or commitments regarding Zaptiva or on behalf of Zaptiva (including with respect to the Services or Platform);

k. use the Platform for any purpose other than for it was expressly designed; or

l. use or access the Platform in violation of the Acceptable Use Policy.

If you are prohibited from using the Platform under applicable law, you may not use it. You will comply with all applicable laws and regulations (including without limitation laws and regulations related to export controls) in connection with your use of the Platform. ANY USE IN VIOLATION OF THESE LIMITATIONS AND RESTRICTIONS IS STRICTLY PROHIBITED AND UNLICENSED.


3. Reservation of Rights

The Platform is owned by Zaptiva and licensed, not sold, to you. The Platform and the Services, including, without limitation, all app templates, content, visual interfaces, interactive features, information, graphics, design, compilations, computer code, products, services, and other Platform and Services elements, are protected by copyright, trade dress, patent, and trademark laws of the United States and other jurisdictions, international conventions, and other intellectual property and proprietary rights, and applicable laws. As between you and Zaptiva, all components of the Platform, including all intellectual property rights therein and thereto, are the sole and exclusive property of Zaptiva, its affiliates, and/or licensors. Zaptiva reserves all rights not expressly granted in this Agreement. You do not acquire any right, title, or interest to the Platform, whether by implication, estoppel, or otherwise, except for the limited rights set forth herein. Zaptiva may monitor Platform usage and limit your access to the Platform, including the number of calls or requests you may make. Zaptiva may put these limitations in place in its sole discretion, especially if it believes your usage is in breach of this Agreement, may negatively affect the Platform, or may otherwise impose liability on Zaptiva.


4. Trademarks

a. To the extent that Zaptiva approves Integrations and they are activated and made publicly available through the Services, each party (the “Grantor”) hereby grants to the other party (the “Grantee”) a non-exclusive, non-transferable (except as set forth in Section 19), non-sublicensable right and license to use Grantor’s trademarks, trade names, service marks, logotypes or brand identifiers, whether registered or unregistered (collectively, “Trademarks”), solely for the purpose of: (i) in the case of you as the Grantor, marketing and publicizing the Services and the functionality of Integrations that are approved and activated; or (ii) in the case of Zaptiva as the Grantor, indicating that approved and activated Integrations are available and operable on the Services.

b. You also hereby grant to third-party Platform participants with applications or application programming interfaces that are approved for the Platform (“Third-Party Participants”, and such applications or application programming interfaces, “Third-Party Apps”) a non-exclusive, non-transferable (other than to a successor), non-sublicensable right and license to use your Trademarks solely for the purposes of: (i) marketing and publicizing the Third-Party Apps of such Third-Party Participants; and (ii) linking or embedding such Third-Party Apps with Integrations and Apps.

c. For all private Integrations that have not been approved by Zaptiva, you hereby grant to Zaptiva a non-exclusive, non-transferable (except as set forth in Section 19), non-sublicensable right and license to use your Trademarks, solely for the purpose of indicating that the Integrations are available and operable on the Services on a private, invitation-only basis.

d. Each party reserves all rights to its Trademarks not expressly granted under this Section 4. Any rights (including goodwill) that Grantee acquires by use of the Grantor’s Trademarks shall inure solely to the benefit of Grantor. Grantee shall not: (i) use any mark confusingly similar to the Grantor’s Trademarks; or (ii) use Grantor’s Trademarks in its business names, product/service names, or website domain names. Grantee shall use the Trademarks in accordance with Grantor’s guidelines as may be provided by Grantor from time to time, and Grantor shall have the right to review Grantee’s use of the Grantor’s Trademarks from time to time. Grantee shall remedy any deficiencies in its use of the Grantor’s Trademarks, as determined by Grantor in its sole discretion, upon notification by Grantor and in the manner requested by Grantor.

5. Standards for Integrations/Apps

For Integrations, you represent and covenant that you will meet and continue to meet the following standards with respect to Integrations:

a. Adherence to Quality. You will ensure that Integrations meet the standards set forth at: https://platform.Zaptiva.com/partners/integration-review-guidelines, as may be updated from time to time.

b. Maintenance of Integrations. You will take reasonable measures to maintain the functionality, quality, availability, and security of Integrations.

c. Maintenance of Apps. You will take reasonable measures to maintain the functionality, quality, availability, and security of Apps.

d. Development/Brand Guidelines. You will comply with Zaptiva’s style guide at: https://platform.Zaptiva.com/partners/planning-guide and brand guidelines at: https://Zaptiva.com, as may be updated from time to time.

For Integrations to be activated and made publicly available through the Services, Zaptiva must first approve them at its sole discretion. Zaptiva reserves the right, but not the obligation, to maintain the functionality, quality, availability, and security of Integrations.


6. Your Other Responsibilities

a. Integrations/Apps and End Users. You are solely responsible, at your own expense, for: (i) Integrations and Apps and their distribution, operation, and support; (ii) your own relationships and agreements with end users regarding their use of Integrations and Apps; (iii) the security of Integrations and Apps; and (iv) Integrations and Apps’ compliance with all applicable laws, third-party policies, and terms and conditions.

b. User Data. An end user of the Services and the Apps may access, retrieve, transmit, upload, post, delete, collect, maintain, use, store, or otherwise process (collectively, “Process” or “Processed“) certain of their data, content, or information through Integrations (“User Data“) for their further use. With respect to such User Data (including from third-party services), you agree:

i. to Process the User Data only to the extent enabled by such end user and to ensure that all User Data is Processed in Integrations and Apps in accordance with: (1) your agreement with the end user, a legally adequate privacy policy, and appropriate contextual notices to and consents from end users; (2) all applicable laws; (3) all applicable policies and terms and conditions of any Third-Party Apps or third-party services accessed or linked to Process any User Data; and (4) appropriate measures that protect the privacy and security of User Data;

ii. to use User Data only to provide user-facing features, and not to transfer or sell User Data for other purposes (e.g., targeting ads, market research, email campaign tracking, and other unrelated purposes);

iii. to access only the User Data necessary to implement Integrations and Apps; and

iv. not to permit humans (other than the user’s intended recipient, if applicable, and the end user themselves) to read User Data, except: (1) if you obtain the end user’s affirmative consent; (2) as necessary for security purposes or to comply with applicable law; or (3) your use is limited to internal operations and the User Data (including derivations) have been aggregated and anonymized.

To Process User Data from the Services, Third-Party Apps or other third-party services, Integrations, and Apps may need to meet certain minimum security and privacy standards. You agree to demonstrate that they meet such standards upon request.

c. TOS. You will not facilitate or encourage any end user to violate the TOS or interfere with their review or acceptance of the same. For the avoidance of doubt, your use of the Platform is subject to this Agreement, not the TOS. If you use Services as an end user, such use remains subject to the TOS.

d. Your Representations, Warranties, and Covenants. You represent, warrant, and covenant that:

i. You have full power and authority to enter into and perform this Agreement and to exploit Integrations and Apps without violating any other agreement or undertaking;

ii. Integrations, Apps, and their use will not violate any third-party rights (including intellectual property rights and rights of privacy or publicity) or any applicable laws or regulations;

iii. all information that you provide to Zaptiva is and will be true, accurate, and complete;

iv. (1) Integrations will not facilitate any violation of the regulations of the U.S. Department of Commerce, or any other export or import restrictions, laws, or regulations of the United States; and (2) you are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services; and

v. You will not interfere with Zaptiva’s business practices, including with respect to the Services or Platform.

7. Zaptiva’s Rights with respect to Integrations

a. You hereby grant to Zaptiva an exclusive (as to third parties), perpetual, irrevocable, sublicensable right and license to copy, modify, use, make derivative works of, improve, update, upgrade, add to, and distribute Integrations in connection with the Services, provided that Zaptiva will not intentionally remove functionality from Integrations other than to bring them into compliance with this Agreement (including Sections 5 and 6) or to address errors, bugs, security, availability, connectivity, or other similar issues. For clarity, the foregoing exclusivity means that only you (subject to Section 2 and the other terms and conditions of this Agreement) and Zaptiva (or its sublicensees) may exercise any rights in Integrations, except that either you or Zaptiva may permit end users to use Integrations in connection with their permitted use of the Services. This license will survive any termination of this Agreement. Zaptiva may exercise the foregoing rights through contractors providing services to Zaptiva, solely in their capacities as service providers to Zaptiva. You agree to provide Zaptiva with the source code for Integrations upon request.

b. You will immediately notify Zaptiva in writing if you become aware of third parties using Integrations other than in connection with the Services or otherwise in violation of this Agreement, and you will use best efforts to cause such third parties to cease such use. You agree that Zaptiva will have the right (but not the obligation) to take action against such third party, including by enforcing any intellectual property rights in Integrations against such third party. You will cooperate with Zaptiva in connection with any such action, including, if necessary, by being joined as a party to such action.

c. Zaptiva may collect and analyze data and other information relating to the provision, use, or performance of the Platform, Integrations, and related systems and technologies. Zaptiva may: (i) use such data and information to improve and enhance the Platform, Integrations, Services, and/or Zaptiva business; and (ii) disclose such data and information in aggregated or other de-identified forms in connection with its business. Zaptiva’s Privacy Policy located at: https://www.zaptiva.com/privacy/ is hereby incorporated into and made a part of this Agreement.

8. Processing of Data

The parties hereby acknowledge and agree that when an end user uses Integrations to Process User Data, such end user is the “data controller” (as such term is defined under applicable data privacy laws) of their User Data. Zaptiva is the “data processor” or “service provider,” as applicable (as such terms are defined under applicable data privacy laws) of such User Data in Zaptiva’s possession. You are the “data processor” or “service provider,” as applicable (as such terms are defined under applicable data privacy laws) of such User Data in your possession. Each party hereby agrees to comply with applicable data privacy laws for any User Data that such party Processes for an end user.


9. Registration

You shall comply with registration or credentialing requirements (if any) established by Zaptiva for access to the Platform. Platform access keys or credentials are Zaptiva’s Confidential Information and may not be shared with third parties.


10. Feedback; Early Access Release; AI Functions.

a. Zaptiva appreciates comments, bug reports, feedback, enhancements, proposals, or suggestions regarding the Platform, Integrations, or Services (“Feedback”). Any such Feedback is provided on a non-confidential basis (notwithstanding any notice to the contrary that you may provide us with), and Zaptiva may use such Feedback at its discretion, including, but not limited to incorporating such suggested changes into the Platform, Integrations, or Services. You hereby grant Zaptiva a perpetual, irrevocable, transferable, sublicensable (through multiple tiers), non-exclusive license to so incorporate, modify, create derivative works of, and otherwise use your Feedback (including any ideas, concepts, methods, know-how, or techniques in such Feedback) for any purpose, including to make and sell products and services, without any restriction or obligation to you. In addition, you agree that Zaptiva may independently create software, tools, or other technology similar to Integrations or Apps.

b. From time to time, Zaptiva may, in its sole and exclusive discretion, allow you to access and use certain any alpha, beta, developmental, test, experimental, and/or early-access features of the Platform or Zaptiva APIs (each, an “Early Access Release”) with your consent. In consideration for receiving access to an Early Access Release, you hereby agree to the following: (i) any feedback, analysis, suggestions, comments, bug reports, or test results that you provide to Zaptiva regarding such Early Access Release shall be deemed “Feedback” under Section 10(a) above; (ii) information regarding an Early Access Release shared with you or generated from that Early Access Release, including without limitation, images or recordings of them constitutes Zaptiva’s Confidential Information under Section 16 below; (iii) Early Access Releases may only be made available for a limited amount of time and should not be relied upon for any ongoing needs; (iv) Zaptiva may, in its sole and exclusive discretion, terminate or discontinue any Early Access Release and/or your specific access to such Early Access Release with or without advance notice; and (v) your participation in using any Early Access Release is solely at your own risk and that no other party, including without limitation, Zaptiva, shall have any liability to you in connection with or otherwise related to your use of Early Access Releases. Early Access Releases are made available on an “as is” basis, without warranty, representation, or indemnification of any kind, express or implied.

c. From time to time, Zaptiva may introduce features and capabilities as part of the Platform or Zaptiva APIs that utilize artificial intelligence, machine learning, or similar technologies (the “AI Functions“). These AI Functions may be developed by Zaptiva and/or Zaptiva’s third-party providers, and are a part of the Platform or Zaptiva APIs. You acknowledge and agree that your use of the AI Functions (e.g., Natural Language Actions API) for any Integration will require end users of the Services to agree to the Zaptiva AI Supplementary Terms.


11. Third-Party Software and Open-Source Software

The Platform may be provided in conjunction with other components, including third-party software (“Third-Party Software“) provided under separate license terms (the “Third-Party Terms“) and certain Sample Code separately licensed under open-source licenses (“Open-Sourced Sample Code“), as described in more detail in the Documentation. Your use of the Third-Party Software and Open-Sourced Sample Code in conjunction with the Platform is subject to the Third-Party Terms or terms of the open-source license governing such Open-Sourced Sample Code, as applicable, and not this Agreement.


12. Term and Termination

This Agreement will remain in effect until terminated. You may terminate the Agreement by written notice to Zaptiva and ceasing all use of or access to the Platform. Zaptiva may terminate this Agreement at any time for any reason, including without limitation, any actual or suspected misuse or abuse by you of the Platform or any violation of this Agreement. This Agreement, and your rights and licenses hereunder, will terminate immediately upon your breach of this Agreement. Following any termination of this Agreement, you must immediately cease use of the Platform and destroy all copies of any Platform components in your possession. Sections 7 through 19, and Zaptiva’s rights to use your Trademarks under Section 4, shall survive termination of this Agreement. In addition, following termination, you may no longer access any content, data, or information submitted to Zaptiva relating to the Platform. Zaptiva will have no obligation or liability resulting from the termination of this Agreement as permitted above.


13. Disclaimers

THE PLATFORM (INCLUDING WITHOUT LIMITATION ALL ASSOCIATED DOCUMENTATION, LIBRARIES, ZAPTIVA APIS, APP TEMPLATES, AND SAMPLE CODE) IS PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZAPTIVA DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OR CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, QUALITY, RESULTS, AND NON-INFRINGEMENT. ZAPTIVA EXPRESSLY DISCLAIMS ANY WARRANTIES OF ANY KIND WITH RESPECT TO THE ACCURACY OR FUNCTIONALITY OF THE PLATFORM AND WITH RESPECT TO THE ACCURACY, VALIDITY, OR COMPLETENESS OF ANY INFORMATION OR FEATURES AVAILABLE THROUGH THE PLATFORM OR THE QUALITY OR CONSISTENCY OF THE PLATFORM OR RESULTS OBTAINED THROUGH ITS USE. ZAPTIVA HAS NO OBLIGATION TO PROVIDE MAINTENANCE OR SUPPORT FOR THE PLATFORM (OR TO END USERS OF INTEGRATIONS OR APPS) OR TO FIX ANY ERRORS OR DEFECTS. ZAPTIVA MAY CHANGE THE PLATFORM OR SERVICES (AND FUTURE VERSIONS MAY NOT BE COMPATIBLE WITH INTEGRATIONS OR APPS DEVELOPED USING PREVIOUS VERSIONS); ZAPTIVA WILL HAVE NO LIABILITY RESULTING THEREFROM. NOTWITHSTANDING ANYTHING TO THE CONTRARY, ZAPTIVA MAKES AND ASSUMES NO REPRESENTATIONS, WARRANTIES, COVENANTS, INDEMNIFICATION, OR OTHER OBLIGATIONS OR LIABILITIES WITH RESPECT TO INTEGRATIONS OR APPS OR THEIR COMBINATION, INTERACTION, OR USE WITH ANY THIRD-PARTY APPS, THIRD-PARTY SERVICES, THE SERVICES, OR THE PLATFORM.


14. Limitation of Liability

UNDER NO CIRCUMSTANCES WILL ZAPTIVA BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING LOST PROFITS) ARISING OUT OF THE USE OR INABILITY TO USE THE PLATFORM, EVEN IF ZAPTIVA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT WILL ZAPTIVA’S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT OR THE TERMS HEREOF EXCEED THE GREATER OF AMOUNTS PAID BY YOU FOR THE PLATFORM, IF ANY, OR FIFTY DOLLARS (US$50). SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH AN EVENT THE ABOVE LIMITATIONS AND EXCLUSIONS WILL BE ENFORCED TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.


15. Indemnity

You shall indemnify, defend (at Zaptiva’s request), and hold Zaptiva and its affiliates, officers, directors, suppliers, licensors, and other customers harmless from and against any and all liability and costs, including reasonable attorneys’ fees incurred by such parties, in connection with or arising out of Integrations or Apps (except to the extent arising solely out of modifications to Integrations made by Zaptiva), your relationships or interactions with any end users or other third parties with respect to Integrations or Apps, your use or misuse of the Platform, your Processing of User Data, or your violation of this Agreement, applicable third-party policies or terms and conditions, or any applicable law or regulation. Zaptiva may, at its own expense, participate in the defense and settlement of any claim with its own counsel, and you may not settle a claim without Zaptiva’s prior written consent.


16. Confidential Information

a. “Confidential Information” means all information that you should reasonably understand to be confidential or proprietary, including non-public aspects of the Services or Platform such as an alpha, beta, or other pre-general release version of the Platform or any component of the Platform (including the Services, app templates, Libraries, Zaptiva APIs, Sample Code, or Documentation) made available to you by Zaptiva.

b. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of an obligation owed to Zaptiva or anyone else; (ii) was known to you without restriction before its disclosure by Zaptiva; or (iii) is received from a third party able to provide it to you without restriction.

c. You shall: (i) maintain Confidential Information in confidence (using at least the same measures as for your own confidential information, and no less than reasonable care) and not disclose it to any third party; and (ii) only use Confidential Information to perform your obligations under this Agreement or for the purpose such Confidential Information was made available to you.


17. Governing Law

Any claim relating to the Platform or Services shall be governed by the laws of California, without regard to conflict of laws provisions. Disputes arising under this Agreement shall be resolved in the state and federal courts located in the Northern District of California and subject to their sole and exclusive jurisdiction.


18. Changes to this Agreement

Zaptiva may modify this Agreement at any time, including any referenced standards, guidelines, or other documents. Your continued use of any part of the Platform (including any related code, Documentation, app templates, Libraries, Zaptiva APIs, or Sample Code) or maintaining Integrations after the modification constitutes your acceptance of it. If you do not or cannot agree to the modified Agreement, your sole remedy is to terminate your use of the Platform immediately.

 

Addendum to Platform Agreement: Zaptiva Embed API Terms

This Addendum to the Platform Agreement only applies if you use the Zaptiva Embed APIs.

Last Updated: October 6, 2023

Thank you for your interest in the Zaptiva Embed APIs, which allow End Users to use the Services directly from your App’s website through the Zaptiva Embed Integration. These Zaptiva Embed API Terms (the “Zaptiva Embed Terms”) are an addendum to the Agreement and further govern your use of the Zaptiva Embed APIs. In the event of a conflict between the Zaptiva Embed Terms and the Agreement involving your use of the Zaptiva Embed APIs, these Zaptiva Embed Terms shall control. Capitalized terms used but not defined herein shall have the respective meanings given to them in the Agreement.

If you are entering into these Zaptiva Embed Terms on behalf of a company, organization, or other legal entity (an “Entity“), you are agreeing to these Zaptiva Embed Terms for that Entity and representing to Zaptiva that you have the authority to bind such Entity to these Zaptiva Embed Terms, in which case the term “you” shall refer to such Entity.

By downloading, installing, or otherwise accessing or using the Zaptiva Embed APIs, you agree that you have read, understood, and agree to be bound by these Zaptiva Embed Terms. If you do not agree, you may not use the Zaptiva Embed APIs.


1. Definitions

As used herein:

a. “End User” means a common customer of yours and Zaptiva’s that uses the Services directly from your App’s websites through the Zaptiva Embed Integration.

b. “Purpose” means your use of the Zaptiva Embed APIs to allow End Users to use the Services directly from your App’s websites through the Zaptiva Embed Integration.

c. “Zaptiva Embed APIs” mean a type of Zaptiva API (as defined in the Agreement) made available by Zaptiva at the Zaptiva Embed Website and any updates, upgrades, modifications, additions, and versions thereto.

d. “Zaptiva Embed Documentation” means a type of Documentation (as defined in the Agreement) related to the Zaptiva Embed APIs and templates made available to you by Zaptiva on the Zaptiva Embed Website or elsewhere.

e. “Zaptiva Embed Integration” means a type of Integration (as defined in the Agreement) based on the Zaptiva Embed API and data links on your App’s websites that connect your App(s) with the Platform, and any updates, upgrades, modifications, additions, and versions thereto.

f. “Zaptiva Embed Libraries” mean a type of Libraries (as defined in the Agreement) related to the Zaptiva Embed APIs made available to you by Zaptiva on the Zaptiva Embed Website or elsewhere, and any updates, upgrades, modifications, additions, and versions thereto.

g. “Zaptiva Embed Website” means https://Zaptiva.com.


2. Limited License

Section 1 of the Agreement does not apply to your use of the Zaptiva Embed APIs. Instead, subject to your complete and ongoing compliance with all the terms and conditions of these Zaptiva Embed Terms, including without limitation, all license limitations, restrictions, and permissions, Zaptiva grants you the following limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to: (a) copy, use, and (where applicable) authorize your employees to use the Documentation internally solely in connection with the Purpose; (b) copy and modify Sample Code strictly for the Purpose; (c) copy and use the Zaptiva Embed APIs strictly for the Purpose; and (d) incorporate unmodified Libraries and modified or unmodified Sample Code strictly for the Purpose. Notwithstanding anything herein, the foregoing license rights are limited to the Purpose, as permitted in the Documentation, and in compliance with the Zaptiva Acceptable Use Policy located at: https://www.zaptiva.com/legal/acceptable-use-policy/, as may be updated from time to time.


3. Restrictions

Section 2(h) of the Agreement does not apply to your use of the Zaptiva Embed APIs. Instead, you will not (or authorize any third party to), directly or indirectly, copy, frame, or display any elements of the Services through Apps, except as expressly contemplated by these Zaptiva Embed Terms, the Zaptiva Embed Documentation, or as otherwise permitted by Zaptiva in writing.


4. Trademarks

Section 4 of the Agreement does not apply to your use of the Zaptiva Embed APIs.


5. Standards for Integrations and Apps

Section 5 of the Agreement does not apply to your use of the Zaptiva Embed APIs. Instead, you will take reasonable measures to maintain the functionality, quality, availability, and security of Integrations and Apps.


6. Your Other Responsibilities

Zaptiva’s Rights. Sections 7(a)-(b) of the Agreement do not apply to your use of the Zaptiva Embed APIs.


7. Zaptiva’s Rights

Sections 7(a)-(b) of the Agreement do not apply to your use of the Zaptiva Embed APIs.


8. AI Functions

Section 10(c) of the Agreement does not apply to your use of the Zaptiva Embed APIs.


9. Quick User Account Creation (QuAC)

In connection with your use of the Zaptiva Embed APIs, you have the option of enabling Zaptiva Quick User Account Creation functionality (“QuAC”) to provide End Users with a more streamlined experience when connecting to the Services. If you choose to enable or otherwise use QuAC, you agree to the additional terms set forth on our QuAC Functionality page.