Terms of Service

Acceptable use Policy

Data Processing Agreement

Privacy Policy

Cookie Policy

Terms of Service

Updated 28th. January 2019

These Terms of Service (the "Agreement") is made and entered into by and between Electronic Commerce Software Sweden AB, Registration number 556831-3042, Warfvinges väg 35, 112 51 Stockholm, Sweden ( "ZIZERA" - a registered trademark of Electronic Commerce Software , Sweden AB) and the entity or person agreeing to these terms ("Customer").

This Agreement is effective as of the date Customer accepts this Agreement (the "Effective Date"), by clicking a box indicating its acceptance; by executing an Order that references this Agreement; or by using the ZIZERA Software as Service; by subscribing the ZIZERA SaaS or accessing ZIZERA Services.

If you are accepting on behalf of Customer, you represent and warrant that: (i) you have full legal authority to bind Customer to this Agreement; (ii) you have read and understood this Agreement; and (iii) you agree, on behalf of Customer, to this Agreement. If you do not have the legal authority to bind Customer, please do not click to accept. This Agreement governs Customer's access to and use of the Services.

  1. Scope of the Agreement
    1. This Agreement governs Customer’s initial sign up to ZIZERA’s Services, subscription of ZIZERA’s Services as well as any future purchases made by Customer that reference this Agreement, including related TSS as applicable. This Agreement includes ZIZERA’s Privacy Policy, Acceptable Use Policy, any Orders, Data Processing Addendum, and any other referenced policies, documentation and attachments. This Agreement applies to ZIZERA add-ons or plugins that Customer purchases from ZIZERA. However, it does not apply to add-ons or plugins from other vendors. The Services and their permitted use are further described in ZIZERA’s standard documentation (“Documentation”).
  2. Provision of the Services
    1. Subject to the terms and conditions of this Agreement ZIZERA grants Customer a non-exclusive right to access and use the Services during the applicable Subscription Term in accordance with this Agreement, Customer’s applicable scope of use and the Documentation. Customer acknowledges that ZIZERA Services are on-line, subscription-based services and that ZIZERA may make changes to the Services and TSS from time to time as specified in Section 20.2.
    2. ZIZERA will provide the Services to Customer or may, at its own discretion, subcontract a third party to provide the Services and Technical Support Services on ZIZERA’s behalf in accordance with this Agreement. As part of receiving the Services, Customer will have access to the Admin Console, through which Customer may administer the Services. Upon the acceptance of this Agreement ZIZERA will deliver the applicable login instructions to the Notification Email Address or in accordance to the applicable Order.
    3. Customer may need to register for a ZIZERA account and a Token (if applicable) in order to place Order or access or receive any Services and is responsible for the information it provides to create the Account, the security of the Token and its passwords for the Account, and for any use of its Account and the Token. Customer must also update its information so that ZIZERA may send notices, statements and other information to Customer by email or through Customer’s account.
    4. Customer must ensure all Authorized Users keep their login information, Tokens and any other information necessary for accessing the Services confidential and not share any such information with any unauthorized person. If Customer becomes aware of any unauthorized use of its password, its Account or the Token, Customer will notify ZIZERA as promptly as possible. ZIZERA has no obligation to provide Customer multiple Tokens or Accounts.
    5. There may be storage limits associated with the Services. These limits are described in the Documentation for the particular Service. ZIZERA reserves the right to charge for additional storage, bandwidth or other overage fees in accordance with ZIZERA then-current pricing list. ZIZERA may impose new, or modify existing, limits for the Services at any time at ZIZERA’s own discretion, with or without notice to the Customer.
  3. Maintenance
    1. To ensure optimal performance of the Services, ZIZERA performs periodic Maintenance. In most cases, Maintenance will have limited or no negative impact on the availability and functionality of the Services. If ZIZERA expects planned Maintenance to negatively affect the availability or functionality of the Services, ZIZERA will use commercially reasonable efforts to provide at least 7 days’ advance notice of the Maintenance. In addition, ZIZERA may perform emergency unscheduled Maintenance at any time. If ZIZERA expects emergency unscheduled Maintenance to negatively affect the availability or functionality of the Services, ZIZERA will use commercially reasonable efforts to provide advance notice of such Maintenance. ZIZERA may provide any notice to Customer under this Section: (i) by sending an email to the Notification Email Address, or (ii) through the Admin Console.
  4. Free Services
    1. ZIZERA may offer certain services to Customer at no charge, including free accounts, trial use and Beta Versions (collectively “Free Services”). Free Services may provide Customer access to subscription benefits at no charge for a specified trial period, after which Customer will be charged until it cancels the subscription as further specified in Section 10. Unless otherwise provided for in writing by ZIZERA, access to the free services is limited to a single Authorized User for a limited period of time, after which Customer loses access to the Account and Customer Data. Customer’s use of Free Services is subject to any additional terms that ZIZERA specifies and is only permitted for the Subscription Term designated by ZIZERA (or, if not designated, until terminated in accordance with this Agreement). Except as otherwise set forth in this Section 4, these Terms of Service fully apply to Free Services. ZIZERA may modify or terminate Customer’s right to use Free Services at any time and for any reason in its sole discretion, without liability to Customer or any third party. Customer understands that any pre-release and beta Services, and any pre-release and beta features within generally available Services, that ZIZERA makes available (collectively, “Beta Versions”) are still under development, may be inoperable or incomplete and are likely to contain more errors and bugs than generally available Services. ZIZERA makes no promises that any Beta Versions will ever be made generally available. In some circumstances, ZIZERA may charge a Fee in order to allow Customer to access Beta Versions, but the Beta Versions will still remain subject to this Section 4. All information regarding the characteristics, features or performance of Free Services (including Beta Versions) constitutes ZIZERA’s Confidential Information.
    2. No obligations. To the maximum extent permitted by applicable law, ZIZERA disclaims all obligations or liabilities with respect to Free Services, including any Support, maintenance or other services relating to the Services, warranty, and indemnity obligations. Customer is solely responsible for exporting Customer Data from the Free Services prior to termination of Customer’s access to the Free Services for any reason, provided that if ZIZERA terminates Customer’s account, except as required by law ZIZERA will provide Customer a reasonable opportunity to retrieve Customer Data.
  5. Authorized Users
    1. An authorized user is the individual that signs up for the Services, or the specific individuals for whom Customer has paid the required Fees and whom Customer designates through the Services (“Authorized Users”) may access and use ZIZERA’s Services.
    2. Adding Users. Customer may add Authorized Users, increase storage limits, or otherwise increase its use of the Services by placing a new Order or modifying an existing Order. Unless otherwise specified in the applicable Order, ZIZERA will charge Customer for any increased use at ZIZERA’s then-current rates, prorated for the remainder of the then-current Subscription Term.
    3. Number of Users. Access to the Free Services is limited to a single Authorized User. Paid Services may include one or more Authorized User Account as specified in the applicable Order.
    4. Customer may increase the number of Authorized Users permitted to access its instance of the Service by placing a new Order or, in some cases, directly through the Service. In all cases, Customer must pay the applicable fee for the increased number of Authorized Users. Customer is responsible for compliance with this Agreement by all Authorized Users. All use of Services by Customer and its Authorized Users must be within the scope of use and solely for the benefit of Customer. Customer is responsible for ensuring all Authorized Users comply with Customer’s obligations under this Agreement.
  6. Restrictions
    1. Except as otherwise expressly permitted in this Agreement, Customer will not: (a) rent, lease reproduce, modify, adapt, create derivative works of, distribute, sell, sublicense, transfer, or provide access to the Services to a third party, (b) use the Services for the benefit of any third party, (c) incorporate any Services into a product or service Customer provides to a third party, (d) interfere with any license key mechanism in the Services or otherwise circumvent mechanism in the Services intended to limit Customer’s use, (e) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Services, except as permitted by law, (f) remove or obscure any proprietary or other notices contained in any Services, or (g) publicly disseminate information regarding the performance of the Services.
  7. Customer Data
    1. Customer Data” means any data, content, code, video, images or other materials of any type that Customer uploads, submits or otherwise transmits to or through ZIZERA’s Services. Customer will retain all right, title and interest in and to Customer Data in the form provided to ZIZERA. Subject to the terms of this Agreement, Customer hereby grants to ZIZERA a non-exclusive, worldwide, royalty-free right to (i) collect, use, copy, store, transmit, modify and create derivative works of Customer Data, in each case solely to the extent necessary to provide the applicable Service to Customer and (ii) to distribute and publicly perform and display Customer Data as Customer (or Customer’s Authorized Users) direct or enable through the Service. ZIZERA may also access Customer account, Customer admin console or instance in order to respond to Customer support requests, as applicable.
    2. Responsibility for Customer Data. Customer must ensure that its use of Services and all Customer Data is at all times compliant with ZIZERA’s Acceptable Use Policy available at www.zizera.com/policies and all applicable local, state, federal and international laws and regulations (“Laws”). Customer represents and warrants that: (i) Customer has obtained all necessary rights, releases and permissions to provide all Customer Data to ZIZERA and to grant the rights granted to ZIZERA in this Agreement and (ii) Customer Data and its transfer to and use by ZIZERA as authorized by Customer under this Agreement do not violate any Laws or rights of any third party, including without limitation any Intellectual Property Rights, and any use, collection and disclosure authorized herein is not inconsistent with the terms of any applicable privacy policies. ZIZERA assumes no responsibility or liability for Customer Data, and Customer shall be solely responsible for Customer Data and the consequences of using, disclosing, storing, or transmitting it.
  8. General Data Protection Regulation (GDPR)
    1. This Agreement incorporates the ZIZERA Data Processing Addendum (“Addendum”), available at www.zizera.com/policies, when the GDPR applies to Customer use of the Service to process Personal Data (as defined in the Addendum).
    2. The Addendum is effective as of 25 May 2018 and replaces and supersedes any previously agreed data processing addendums between Customer and ZIZERA relating to the Directive 95/46/EC.
  9. Removals and Suspension
    1. ZIZERA has no obligation to monitor any content uploaded to the Services. Nonetheless, if ZIZERA deems such action necessary based on Customer violation of this Agreement or in response to takedown requests that ZIZERA receives ZIZERA may (i) remove Customer Data from the Services, or (ii) suspend Customer access to the Services. ZIZERA will generally alert Customer when it takes such action and give Customer a reasonable opportunity to cure such breach. But if ZIZERA determines that Customer actions endanger the operation of the Services or other users, ZIZERA may suspend Customer access immediately without notice. Customer will continue to be charged for the Services during any suspension period. ZIZERA has no liability to Customer for removing or deleting Customer Data from or suspending Customer access to any Services as described in this section 9.
  10. Payment
    1. Free Services may be provided free of charge for a limited period of time, after which Customer will be charged until it cancels or disables auto-renewal as specified in Section 10.3. To avoid being charged, Customer must notify ZIZERA, prior to the end of the Free Services’ Subscription Term, that it wants to cancel or disable auto-renewal.
    2. Customer agrees to pay all Fees in accordance with each Order. All amounts are non-refundable, non-cancelable and non-creditable. In making payments, Customer acknowledges that it is not relying on future availability of any Services or TSS beyond the current Subscription Term or any upgrades or feature enhancements.
    3. Renewals. Except as otherwise specified in the applicable Order, and provided that Customer has already provided a method of payment to ZIZERA, all subscriptions will automatically renew for periods equal to Customer’s initial Subscription Term (and Customer will be charged at the then-current rates) unless Customer cancels its subscription through its account at zizera.com or terminates this Agreement in accordance with Section 21. If Customer cancels, its subscription will terminate at the end of then-current Subscription Term. Customer will not be entitled to any credits or refunds for amounts accrued or paid prior to such termination.
    4. Taxes. Customer is responsible for any Taxes, and Customer will pay ZIZERA for the Services without any reduction for Taxes. If ZIZERA is obligated to collect or pay Taxes, the Taxes will be invoiced to Customer, unless Customer provides ZIZERA with a timely and valid tax exemption certificate authorized by the appropriate taxing authority.
  11. Technical Support Services
    1. Technical Services. Subject to the terms of this Agreement and payment of applicable Fees, ZIZERA will provide Technical Support Services (“TSS”) to Customer pursuant to the applicable Order. TSS may be subject to additional policies and terms as specified by ZIZERA in an Order or SLA. Certain TSS levels include a minimum recurring Fee. If Customer downgrades its TSS level during any calendar month, ZIZERA may continue to provide TSS at the same level and TSS Fees before the downgrade for the remainder of that month.
    2. Technical Service Deliverables. ZIZERA will retain all right, title and interest in and to ZIZERA Deliverables that are provided to Customer by ZIZERA. Customer may use any of ZIZERA Deliverables provided to Customer only in connection with the Services, subject to the same usage rights and restrictions as for the Services. For clarity, Deliverables are not considered Services, and any Services are not considered to be ZIZERA Deliverables.
    3. Customer Materials. Customer agrees to provide ZIZERA with reasonable access to Customer materials, personnel, equipment or facilities (including without limitation Customer’s instances of the Services) as reasonably necessary for ZIZERA’s provision of TSS. If Customer does not provide ZIZERA with timely access to Customer Materials, ZIZERA’s performance shall be excused until Customer does so. Customer retains its rights in Customer Materials, subject to ZIZERA’s ownership of any Services, any of ZIZERA’s Deliverables or any of ZIZERA Technology underlying Customer Materials. ZIZERA will use Customer Materials solely for purposes of performing the TSS. Customer represents and warrants that it has all necessary rights in Customer Materials to provide them to ZIZERA for such purposes.
  12. Customer Development
    1. License to Developer Guides. From time to time, ZIZERA may publish SDK’s or API’s and associated guidelines (“Developer Guides”) to allow Customer to develop plugins, extensions, add-ons or other software products or services that interoperate with the Services (“Customer Add-Ons”). API. Customer agrees that for any API made available by ZIZERA: (a) ZIZERA makes no representations or warranties whatsoever regarding any API or any quality of service available via any API; (b) ZIZERA may restrict usage limits; (c) Customer will not modify any content accessed via that API; (d) ZIZERA may terminate or deprecate any service or functionality available via an API at any time without notice or liability; and (e) use of some APIs may require obtaining an API key from ZIZERA and ZIZERA may disable any key at any time without notice or liability. Customer is solely responsible and liable for development and use of such Customer Add-Ons. Customer may distribute its Customer Add-Ons to third parties, but only for those Services permitted by ZIZERA, and only in accordance with Developer Guides.
    2. Conditions to Development of Add-Ons. Notwithstanding anything in this Agreement to the contrary, ZIZERA has no support, warranty, indemnification or other obligation or liability with respect to Customer Add-Ons or their combination, interaction or use with the Services. Customer shall indemnify, defend and hold ZIZERA harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with any claim brought against ZIZERA by a third party relating to Customer Add-Ons (including but not limited to any representations or warranties Customer makes about Customer Add-Ons) or Customer’s breach of this Section 12.
    3. Combining the Services with Open Source Software. A requirement of some open source licenses, sometimes known as “copyleft licenses,” is that any modifications to the open source software, or combinations of the open source software with other software (such as by linking), must be made available in source code form under the terms of the copyleft license. Examples of copyleft licenses include the GPL or LGPL, Affero, CPL, CDDL, Eclipse or Mozilla licenses. To the extent Customer is separately authorized by ZIZERA to combine and distribute Services with any other code, Customer must make sure that Customer’s use does not: (i) impose, or give the appearance of imposing, any condition or obligation on ZIZERA with respect to its Services (including, without limitation, any obligation to distribute its Services under an open source license); or (ii) grant, or appear to grant, to any third party any rights to or immunities under ZIZERA’s Intellectual Property Rights or proprietary rights in its Services. To be clear, Customer may not combine or otherwise modify ZIZERA’s Services unless ZIZERA expressly gives Customer the right to do so under this Agreement.
  13. Third Party Vendor Products
    1. ZIZERA or third parties may from time to time make available to Customer third-party products or services, including but not limited to add-ons and plugins as well as implementation, customization, training, and other consulting services. If Customer procures any of these third party products or services, Customer does so under a separate agreement (and exchange of data) solely between Customer and the third party vendor. ZIZERA does not warrant or support non-ZIZERA products or services, whether or not they are designated by ZIZERA as “verified” or otherwise, and disclaims all liability for such products or services. If Customer installs or enables any third party products or services for use with ZIZERA Services or products, Customer acknowledges that ZIZERA may allow the vendors of those products and services to access Customer Data as required for the interoperation and support of such add-ons with the ZIZERA Services or products. ZIZERA shall not be responsible for any disclosure, modification or deletion of Customer Data resulting from any such access by third party add-on vendors.
  14. Ownership and Feedback
    1. ZIZERA Services are made available on a limited access basis, and no ownership right is conveyed to Customer, irrespective of the use of terms such as “purchase” or “sale”. ZIZERA and its licensors have and retain all right, title and interest, including all Intellectual Property Rights, in and to the Services (including all Free Services), their “look and feel”, any and all related or underlying technology, and any modifications or derivative works of the foregoing created by or for ZIZERA, including without limitation as they may incorporate Feedback (“ZIZERA Technology”). The foregoing includes any work or technology delivered or created by ZIZERA in accordance to an Order that may be protected by intellectual property law.
    2. Customer Feedback. If Customer provides ZIZERA Feedback about the Services, then ZIZERA may use that information without obligation to Customer, and Customer hereby irrevocably assigns to ZIZERA all right, title, and interest in that Feedback.
    3. Product and Service Improvement. ZIZERA is always striving to improve ZIZERA Services. In order to do so, ZIZERA may from time to time analyse and aggregate how users interact with ZIZERA Service, such as usage patterns and characteristics of ZIZERA’s user base. ZIZERA collects and uses analytics data regarding the use of its Services as described in ZIZERA’s Privacy Policy. For the same purpose ZIZERA may access individual user account.
  15. Confidential Information
    1. Each party undertakes not to, without the prior written consent of the other party, disclose to a third party such information regarding the other party's business that may be regarded as trade secret or professional secret or any other confidential information that is subject to confidentiality according to law ("Confidential Information"). For purposes of clarity, information stated to be confidential, and Supplier’s price information, code, inventions, know-how, business, technical and financial information, shall always be considered as Confidential Information. A party's undertaking of confidentiality in accordance with this Section 15 shall not apply to Confidential Information which:
      a) is already known by the recipient when received;
      b) is or has become publicly available or known other than by breach of this confidentiality obligation by the receiving party;
      c) the receiving party has received in a permissible way from a third party that is under no obligation of confidentiality in relation to the other party; or
      d) the receiving party is obliged to make publicly available due to a court order, a decision by a public authority or as otherwise required by law.
    2. A party is liable for its employees’ and consultants’ respective compliance with the provisions stipulated herein and shall through confidentiality obligations with these or other appropriate measures ensure that the Agreement’s confidentiality is observed.
    3. A party's undertaking of confidentiality under the Agreement shall be valid during the Term of this Agreement and continue for a period of five (5) years after expiration or termination of the Agreement.
  16. Representations and Warranties
    1. Each party represents and warrants that: (i) it has the legal power and authority to enter into this Agreement, and that, if Customer is an entity, this Agreement and each Order is entered into by an employee or agent of such party with all necessary authority to bind such party to the terms and conditions of this Agreement; and (ii) it will comply with all applicable laws, regulations applicable to its provision, or use, of the Services, as applicable. ZIZERA warrants that it will provide the Services in accordance with the applicable SLA (if any).
  17. Warranty Disclaimer
    1. ALL SERVICES, DATA, MATERIALS AND DOCUMENTATION PROVIDED IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED “AS IS”. EXCEPT AS EXPRESSLY PROVIDED HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZIZERA AND ITS SUPPLIERS DO NOT MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR NON-INFRINGEMENT. ZIZERA AND ITS SUPPLIERS ARE NOT RESPONSIBLE OR LIABLE FOR THE DELETION OF OR FAILURE TO STORE ANY CUSTOMER DATA AND OTHER COMMUNICATIONS MAINTAINED OR TRANSMITTED THROUGH USE OF THE SERVICES OR FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS. CUSTOMER IS SOLELY RESPONSIBLE FOR SECURING AND BACKING UP ITS APPLICATION, PROJECT, AND CUSTOMER DATA. NEITHER ZIZERA NOR ITS SUPPLIERS, WARRANTS THAT THE OPERATION OF THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED.
  18. Limitation of Liability
    1. NEITHER PARTY (NOR ZIZERA’S SUPPLIERS) SHALL BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. NEITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER SHALL EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE 3 MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, ZIZERA’S AGGREGATE LIABILITY TO CUSTOMER IN RESPECT OF NO-CHARGE PRODUCTS SHALL BE US$20. NO ACTION ARISING IN CONNECTION WITH THE SERVICES OR THIS AGREEMENT MAY BE BROUGHT BY CUSTOMER MORE THAN ONE YEAR AFTER THE DATE ON WHICH THE EVENT GIVING RISE TO SUCH ACTION FIRST OCCURRED. THE PARTIES AGREE THAT THIS SECTION 18 IS AN ESSENTIAL ELEMENT OF THE AGREEMENT AND THAT IN ITS ABSENCE; THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.
    2. Exceptions to Limitations. These limitations of liability do not apply to violations of a party’s Intellectual Property Rights by the other party, indemnification obligations, Customer’s payment obligations under any Order, Customer’s breach of Section 6 (Restrictions) or Section 12.3 (Combining the Services with Open Source Software) of third party code in ZIZERA Services.
    3. The parties agree that the limitations specified in this Section 18 (Limitation of Liability) will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
  19. Indemnification.
    1. Indemnification by Customer. Customer will defend, indemnify and hold harmless ZIZERA from and against any loss, cost, liability or damage, including attorneys’ fees, for which ZIZERA becomes liable arising from or relating to any claim or Third-Party Legal Proceeding relating to Customer Data, including but not limited to any claim brought by a third party alleging that Customer Data, or Customer’s use of the Services in breach of this Agreement, infringes or misappropriate the Intellectual Property Rights of a third party or violates applicable law. This indemnification obligation is subject to Customer receiving (i) prompt written notice of such claim; (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all reasonable necessary cooperation of ZIZERA at Customer’s expense.
    2. Indemnification by ZIZERA. ZIZERA will defend Customer against any claim or Third-Party Legal Proceeding brought against Customer by a third party alleging that the Services, when used as authorized under this Agreement, infringe a patent or copyright (a “Claim”), and ZIZERA will indemnify Customer and hold Customer harmless against any damages and costs finally awarded on the Claim by a court of competent jurisdiction or agreed to via settlement executed by ZIZERA (including reasonable attorneys’ fees), provided that ZIZERA has received from Customer: (i) prompt written notice of the Claim; (ii) reasonable assistance in the defense and investigation of the Claim; and (iii) the exclusive right to control and direct the investigation, defense, and settlement (if applicable) of the Claim.
    3. Exclusions. ZIZERA’s indemnity obligations under Section 19.2 will not apply if the Claim arises as a result of: (a) the Customer’s breach of this Agreement; (b) modifications made to the Services by anyone other than ZIZERA; (c) combination of the Services with materials not provided by ZIZERA, but solely to the extent the alleged infringement is caused by such combination; (d) use of non-current or unsupported versions of the Services; (e) Customer Data or circumstances covered by Customer indemnification obligations in Section 19.1; (f) any third-party deliverables or components contained with the Services or; (g) if Customer settles or makes any admissions with respect to a Claim without ZIZERA’s prior written consent.
    4. Settlement conditions. Any settlement requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any action, will require the indemnified party’s prior written consent, not to be unreasonably withheld, conditioned, or delayed.
    5. Remedies.
      a) If ZIZERA reasonably believes the Services might infringe a third party’s Intellectual Property Rights, then ZIZERA may, at its sole option and expense: (i) procure the right for Customer to continue using the Services; (ii) modify the Services to make them non-infringing without materially reducing their functionality; or (iii) replace the Services with a non-infringing, functionally equivalent alternative.
      b) If ZIZERA does not believe the remedies in Section 19.5(a) are commercially reasonable, then ZIZERA may suspend or terminate Customer’s use of the impacted Services and refund any prepaid amounts for the terminated portion of the Subscription Term.
    6. Sole Rights and Obligations. Sections 19.2-19.5 state ZIZERA’s sole liability and Customer’s exclusive remedy for any infringement of Intellectual Property Rights in connection with any Services or other items provided by ZIZERA under this Agreement.
  20. Modifications
    1. Changes to this Agreement. ZIZERA may update or modify this Agreement from time to time, including any referenced policies and other documents. If a revision meaningfully reduces Customer rights, ZIZERA will use reasonable efforts to notify Customer (by, for example, sending an email, or posting through Customer’s Admin Console or Account, or in the Service itself). Accepting the updated Agreement is required for Customer to continue using the Services. Customer may be required to click through the updated Agreement to show Customer’s acceptance. If Customer does not agree to the updated Agreement after it becomes effective, Customer will no longer have a right to use the Services.
    2. Changes to the Services and TSS. ZIZERA may make commercially reasonable updates to the Services and TSS under this Agreement from time to time. If ZIZERA makes a material change to the Services or TSS, ZIZERA will inform Customer, provided that it has subscribed with ZIZERA to be informed about such change. If Customer does not accept such updates or changes to the Services or TSS Customer’s only recourse is to cease use of the Services and terminate this Agreement or cancel the TSS.
  21. Term and Termination
    1. This Agreement is effective as of Effective Date and expires upon its termination under this Section 21 or upon cancelation of Customer’s subscription, at the end of Customer’s then-current Subscription Term. (the “Term”).
    2. Termination for Convenience. Either party may terminate this Agreement (including all related Orders) at any time with a written notice to the other party prior to the end of Customer’s then-current Subscription Term.
    3. Termination for Cause. Either party may terminate the Agreement (including all related Orders) at any time during the Term, with immediate effect, if the other Party commits a material breach of the provisions of this Agreement and does not cure such breach (provided that such breach is capable of cure) within 30 days after being provided with a written notice thereof. ZIZERA may, at any time and with immediate effect, terminate this Agreement due to inactivity.
    4. Termination upon Bankruptcy and Non-payment. Either party may terminate the Agreement (including all related Orders) at any time during the Term upon written notice to the other party in the event (a) a petition or action is filed or taken by or against the other party under any insolvency or bankruptcy law that is not dismissed within 60 days, (b) a receiver is appointed over the other party’s assets, (c) the other party makes an assignment for the benefit of creditors, (d) the other party ceases to function as a going concern, or (e) the partner does not pay the invoices issued by ZIZERA within 30 days from due date.
    5. Notice of Termination. Termination according to Sections 21.3 - 21.4 shall be effective when the notice is effected according to Section 22.4.
    6. Exception. Notwithstanding the foregoing, termination based on Section 19.1 shall take immediate effect.
    7. Effect of Termination. Once the Agreement terminates, Customer (and Customer’s Authorized Users) will no longer have any right to use or access any Services, or any information or materials that ZIZERA makes available under this Agreement, including ZIZERA Confidential Information. Customer is required to delete any of the foregoing from its’ systems as applicable (including any third party systems operated on Customer’s behalf) and, upon request, provide written certification to ZIZERA that all such Confidential Information has been irretrievably deleted. Customer will not be entitled to any credits or refunds as a result of termination for any prepaid but unused Services subscriptions, or TSS. Except where an exclusive remedy may be specified in this Agreement, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise.
    8. Customer Data Portability and Deletion. Upon Customer request made within 3 months after the effective date of termination of this Agreement, ZIZERA will make Customer Data available to Customer for export or download. After such 3-month period, ZIZERA will have no obligation to maintain or provide any Customer Data, and will thereafter delete or destroy all copies of Customer Data in ZIZERA’S systems or otherwise in its possession or control, unless legally prohibited.
    9. Termination withdrawal. Upon Customer request made within 3 months after the effective date of termination of this Agreement Customer can withdraw its termination and continue its use of the Services.
  22. General Provisions
    1. Survival. The following provisions will survive any termination or expiration of this Agreement: Sections 4.2. (No obligations), 6 (Restrictions), 10 (Payment), 12.2 (Conditions to Development of Add-ons), 13 (Third Party Vendor Products), 14 (Ownership and Feedback), 15 (Confidential Information), 16 (Representations and Warranties), 17 (Warranty Disclaimer), 18 (Limitation of Liability), 19 (Indemnification), 21.7 (Effect of Termination), 21.8 (Customer Data Portability and Obligations), 21.9 (Termination Withdrawal), 22 (General Provisions), 23 (Definitions)
    2. Conflicting Terms. In case of any inconsistency among the following documents, the order of precedence shall be: (i) the applicable Order, (ii) these Terms of Service and all incorporated policies except for the Order, and (iii) the Documentation. If ZIZERA provides this Agreement in more than one language and there is a discrepancy between the English text and the translated text, the English text will govern.
    3. Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of amounts due) on account of strike, shortages, insurrection, war, labor conditions, earthquake, material shortages or any other cause which is beyond the reasonable control of such party. If a force majeure event occurs, the party unable to perform shall promptly notify the other party. It shall use its best efforts to resume performance as quickly as possible and shall suspend performance only for such period of time as is necessary as a result of the force majeure event.
    4. Notices. Any notice under this Agreement must be given in writing. ZIZERA may provide notice to Customer via email or through Customer’s account. ZIZERA’s notices to Customer will be deemed given on the day the email was sent. Customer may provide notice to ZIZERA by registered mail to ZIZERA, to the adress EC SOFTWARE SWEDEN AB, Warfvinges väg 35, 112 51 Stockholm, Sweden. Customer notices to ZIZERA will be deemed given upon ZIZERA’s receipt.
    5. No Assignment. Neither Party may assign any rights or obligations arising under this Agreement, whether by operation or law or otherwise, without the prior written consent of the other Party; except
      a) to an Affiliate where: (i) the assignee has agreed in writing to be bound by the terms of this Agreement; (ii) the assigning party remains liable for obligations under the Agreement if the assignee defaults on them; and (iii) the assigning party has notified the other party of the assignment.
      b) that each Party may assign its rights and obligations under this Agreement without the other’s consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. This Agreement shall inure to the benefit of and shall be binding on the permitted successors and assignees of the Parties. Any attempted transfer of assignment hereof in violation of this Section 22.5 shall be null and void.
    6. Dispute Resolution; Arbitration. In the event of any controversy or claim arising out of or relating to this Agreement, the parties hereto shall consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of 60 days, any unresolved controversy or claim arising out of or relating to this Agreement shall proceed to binding arbitration under the Rules of Arbitration of the Stockholm Chamber of Commerce. The parties shall seek to mutually appoint an arbitrator. If the parties cannot agree on a single arbitrator, then there shall be three (3) arbitrators: one selected by each party, and a third selected by the first two. Arbitration will take place in Stockholm, Sweden. All negotiations and arbitration proceedings pursuant to this Section will be confidential and treated as compromise and settlement negotiations for purposes of all similar rules and codes of evidence of applicable legislation and jurisdictions. The language of the arbitration shall be English.
    7. Governing Law; Jurisdiction. This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with Swedish law without giving effect to principles of conflict of laws that would require the application of the laws of a different jurisdiction. Each party irrevocably agrees that any legal action, suit or proceeding that is not otherwise subject to the arbitration provisions of Section 22.6 (Dispute Resolution; Arbitration) must be brought before the court where ZIZERA has its legal domicile and each party irrevocably submits to the exclusive jurisdiction and venue of that court in any such action or proceeding. Notwithstanding the foregoing, ZIZERA may bring a claim for equitable relief in any court with proper jurisdiction.
    8. Injunctive Relief; Enforcement. Notwithstanding the provisions of Section 22.6 (Dispute Resolution; Arbitration), nothing in this Agreement shall prevent either party from seeking injunctive relief with respect to a violation of Intellectual Property Rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.
    9. Severability. If any provision of this Agreement is held to be unenforceable, such provision shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions shall continue in full force and effect.
    10. Change. This Agreement may not be modified or amended by Customer without ZIZERA’s written agreement (which may be withheld in ZIZERA’s complete discretion without any requirement to provide any explanation).
    11. Construction. The headings of sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used herein, “including” (and its variants) means “including without limitation” (and its variants). All definitions in plural in this Agreement shall also mean the singular and definitions in singular shall also mean the plural unless the context otherwise requires.
    12. Waivers. No failure or delay by the injured party to this Agreement in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder at law or equity.
    13. Nature of Relationship. The parties are independent contractors. Neither party shall have, and shall not represent to any third party that it has, any implied right, power or authority to act on behalf of the other party.
    14. Entire Agreement. This Agreement is the entire agreement between Customer and ZIZERA relating to the Services and supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Services or any other subject matter covered by this Agreement.
  23. Definitions
    1. "Account" means Customer’s ZIZERA account, including sub-accounts for Authorized Users as applicable.
    2. "Admin Console" means the online console(s) and/or tool(s) provided by ZIZERA to Customer for administering the Services.
    3. Affiliate” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with a party.
    4. Authorized User” means a registered person approved by an e-mail confirmation as a Customer authorized person to have access to Customer ZIZERA workspace account.
    5. Customer Materials” means Customer’s materials, systems, personnel or other resources.
    6. "Control" means control of greater than fifty percent of the voting rights or equity interests of a party.
    7. Deliverables” means any materials, deliverables, modifications, derivative works or developments that ZIZERA provides in connection with any TSS.
    8. Feedback” means feedback or suggestions about the Services provided to ZIZERA by Customer.
    9. Fees” means the applicable fees for each Service, TSS or other services performed by ZIZERA (as applicable). Fees for Service are set forth as defined in subscription pricing plans at zizera.com/prices or according to customer specific SLA contract
    10. Free Services” means Services that ZIZERA makes available to Customer free of charge. Free Services exclude Services offered as a free trial and Paid Services.
    11. "Intellectual Property Right" means current and future worldwide rights under patent, copyright, trade secret, trademark, and moral rights laws, and other similar rights.
    12. Maintenance" means maintenance work that is performed on hardware or software delivering the Services.
    13. "Notification Email Address" means the email address(es) designated by Customer in the Admin Console, or in the Order, to receive certain notifications from ZIZERA.
    14. Order” means ZIZERA’s applicable online order page(s), flows, in-product screens or other ZIZERA-approved ordering document or process describing the products and services Customer is ordering from ZIZERA and, as applicable, its permitted scope of use. As applicable, the Order will identify: (i) the Services, (ii) the number of Authorized Users, Subscription Term, domain(s) associated with Customer’s use of Services, storage limits, scope of use parameters and (iii) (for paid Orders) the amount or rate Customer will be charged, the billing and renewal terms, applicable currency, and form of payment. Orders may also include TSS, Free Services and any additional terms or services as applicable.
    15. Paid Services” means Services that Customer purchases under an Order, as distinguished from Free Services or those provided pursuant to a free trial.
    16. Services” means both Free and Paid Services that can be purchased by Customer under an Order or otherwise accessed and used by Customer as applicable.
    17. SLA” means the then-current service level agreement governing ZIZERA TSS available on www.zizera.com/policies
    18. Subscription Term” means Customer’s permitted subscription period for Services or TSS, as set forth in the applicable Order, including all renewals of the term.
    19. Taxes” means any duties, customs fees, or taxes (other than ZIZERA’s income tax) associated with the purchase of the Services, including any related penalties or interest.
    20. Technical Support Services” or “TSS” means the technical support services or other services related to the Services that ZIZERA provides to Customer, as identified in an Order or SLA. For the avoidance of doubt, customer specific TSS is not a part of regular service included in each subscription plan. Customer’s TSS level is specified in the applicable Order.
    21. "Third-Party Legal Proceeding" means any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal (including any appellate proceeding).
    22. "Token" means an alphanumeric key that is uniquely associated with Customer’s Account.

Acceptable Use Policy

Updated 28th. January 2019

All of ZIZERA’s services are subject to this Acceptable Use Policy. Services in this policy refers to all websites owned or operated by ZIZERA (such as zizera.com, and any related websites, sub-domains and pages) as well as any services, products or solutions operated by ZIZERA.

If you are found to be in violation of our policies at any time, as determined by ZIZERA in its sole discretion, we may warn you or suspend or terminate your account or access to the services. Please note that we may change our Acceptable Use Policy at any time, it is your responsibility to keep up-to-date with and adhere to the policies posted here.

You agree not to, and not to allow third parties to use the services as follows:

Disruption
  • Compromising the integrity of our systems. This could include probing, scanning, or testing the vulnerability of any system or network that hosts our services.
  • Tampering with, reverse-engineering, or hacking our services, circumventing any security or authentication measures, or attempting to gain unauthorized access to the services, related systems, networks, or data
  • Modifying, disabling, or compromising the integrity or performance of the services or related systems, network or data
  • Deciphering any transmissions to or from the servers running the services
  • Overwhelming or attempting to overwhelm our infrastructure by imposing an unreasonably large load on our systems that consume extraordinary resources (CPUs, memory, disk space, bandwidth, etc.), such as:
    • Using “robots,” “spiders,” “offline readers,” or other automated systems to sends more request messages to our servers than a human could reasonably send in the same period of time by using a normal browser
    • Going far beyond the use parameters for any given service as described in its corresponding documentation
  • Consuming an unreasonable amount of storage for music, videos, pornography, etc., in a way that’s unrelated to the purposes for which the services were designed
Wrongful activities
  • Misrepresentation of yourself, or disguising the origin of any content (including by “spoofing”, “phishing”, manipulating headers or other identifiers, impersonating anyone else, or falsely implying any sponsorship or association with ZIZERA or any third party)
  • Using the services to violate the privacy of others, including publishing or posting other people's private and confidential information without their express permission, or collecting or gathering other people’s personal information (including account names or information) from our services
  • Using our services to stalk, harass, or post direct, specific threats of violence against others
  • Using the Services for any illegal purpose, or in violation of any laws (including without limitation data, privacy, and export control laws)
  • Accessing or searching any part of the services by any means other than our publicly supported interfaces (for example, “scraping”)
  • Using meta tags or any other “hidden text” including ZIZERA’s or our suppliers’ product names or trademarks
Inappropriate communications
  • Using the services to generate or send unsolicited communications, advertising, chain letters, or spam
  • Soliciting our users for commercial purposes, unless expressly permitted by ZIZERA
  • Disparaging ZIZERA or our partners, vendors, or affiliates
  • Promoting or advertising products or services other than your own without appropriate authorization
Inappropriate content Posting, uploading, sharing, submitting, or otherwise providing content that:
  • Infringes ZIZERA’s or a third party’s Intellectual Property Rights or other rights, including any copyright, trademark, patent, trade secret, moral rights, privacy rights of publicity, or any other Intellectual Property Right or proprietary or contractual right
  • You don’t have the right to submit
  • Is deceptive, fraudulent, illegal, obscene, defamatory, libelous, threatening, harmful to minors, pornographic (including child pornography, which we will remove and report to law enforcement, including the National Center for Missing and Exploited Children), indecent, harassing, hateful
  • Encourages illegal or tortious conduct or that is otherwise inappropriate
  • Attacks others based on their race, ethnicity, national origin, religion, sex, gender, sexual orientation, disability, or medical condition
  • Contains viruses, bots, worms, scripting exploits, or other similar materials
  • Is intended to be inflammatory
  • Could otherwise cause damage to ZIZERA or any third party

In this Acceptable Use Policy, the term “content” means: (i) any information, data, text, software, code, scripts, music, sound, photos, graphics, videos, messages, tags, interactive features, or other materials that you post, upload, share, submit, or otherwise provide in any manner to the services and (ii) any other materials, content, or data you provide to ZIZERA or use with the services.

Data Processing Addendum

Updated 28th. January 2019

This Data Processing Addendum (“Addendum”) supplements the Terms of Service Agreement (the “Agreement”) by and between Customer and ZIZERA as updated from time to time between Customer and ZIZERA.

This Addendum shall apply to personal data that ZIZERA processes in the course of providing Customer the Services under the Agreement. In this context, ZIZERA will act as “processor” to Customer who may act either as “controller” or “processor” with respect to Personal Data (as each term is defined in the GDPR). Unless otherwise defined in this Addendum or the Agreement, all capitalized terms under this Addendum will have the meanings given to them in Section 7 of this Addendum.

    INTERPRETATION
  1. All terms of this Addendum shall be interpreted in accordance with the current interpretation of the GDPR and the relevant national laws by the relevant public authorities.
  2. No term of the Addendum shall be interpreted as setting out more burdensome obligations on ZIZERA than what follows from the current interpretation.
  3. In case of doubt as to the correct current interpretation of the GDPR, the interpretation that is least burdensome for ZIZERA shall take precedence.
  4. Should this Addendum include terms that are not in accordance with the GDPR at the time it becomes effective between Customer and ZIZERA the relevant term or terms is or are to be considered null and void.
  5. Should this Addendum include terms, that are repealed, become obsolete or are not applicable in accordance with the current interpretation, the relevant term or terms is or are to be considered null and void.
  6. CHANGES
  7. When necessary, this Addendum will be changed due to the changing of relevant laws, regulations, current interpretations or due to inconveniencies in the terms of the Addendum.
  8. DEFINITIONS
  9. The following definitions will be used throughout this Addendum.
    1. “Article” refers to an article in the GDPR.
    2. “Data subject” is an identified or identifiable natural person whose personal data is processed by the Customer or ZIZERA.
    3. “GDPR” means European Directives 2002/58/EC, the General Data Protection Regulation and any legislation and/or regulation, implementing or made pursuant to them, or which amends, replaces, re-enacts or consolidates any of them (including the General Data Protection Regulation.
    4. “Parties” refers to both the ZIZERA and the Customer, collectively.
    5. “Personal Data” is any information relating to a Data subject, who can be identified, directly or indirectly, in particular to an identification number or to one or more factors specific to his physical, physiological, mental, economic, cultural or social identity and is uploaded to the Services under Customer’s ZIZERA accounts.
    6. “Processing” means any operation or set of operations performed upon personal data, whether or not by automatic means, such as collection, recording, organization, storage, adaption or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction.
    7. “Sub-processor” refers to an entity engaged by ZIZERA who agrees to receive personal data from the Customer exclusively intended for processing activities to be carried out on behalf of the Customer.
  10. INSTRUCTION TO PROCESS PERSONAL DATA
  11. ZIZERA may only process the Personal Data on documented instructions from the Customer, unless required to do so by Union or Member State law to which ZIZERA is subject. In such a case, ZIZERA shall inform the Customer of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest in accordance with Article 28(3).
  12. Customer’s instructions at the time of entry into this Addendum is set forth in Appendix 1, thus ZIZERA may only process the categories of personal data and data regarding the Data subjects as listed in Appendix 1.
  13. When providing these services to the Customer, ZIZERA processes personal data for which the Customer is responsible, thus ZIZERA processes personal data on behalf of the Customer.
  14. The terms of the services are set out in further detail in the Agreement at zizera.com/terms of service
  15. OBLIGATIONS AND RIGHTS OF THE CUSTOMER
  16. Customer has both the rights and the obligations to determine the purposes and means of the processing of personal data.
  17. Lawfulness of the data processing carried out by ZIZERA is the responsibility of the Customer, unless ZIZERA processes personal data outside the instruction to process personal data.
  18. Towards the Data subject and the outside world in general, namely the customers of the Customer, the Customer is responsible for the processing of personal data carried out by ZIZERA.
  19. CONFIDENTIALITY
  20. ZIZERA ensures that persons authorized to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
  21. SECURITY OF PROCESSING
  22. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, ZIZERA will implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk in order to protect the personal data against unauthorized or unlawful processing and against accidental loss, destruction or damage, using appropriate technical or organizational measures.
  23. SUB-PROCESSORS
  24. Under Article 28(2) and (4) ZIZERA shall not engage another processor (”Sub-processor”) without prior specific or general written authorization of the Customer.
  25. In the case of general written authorization, ZIZERA shall inform the Customer of any intended changes concerning the addition or replacement of Sub-processors, thereby giving the Customer the opportunity to object to such changes.
  26. ZIZERA informs Customer via an e-mail notification of intended changes concerning the addition or replacement of Sub-processors. If the Customer has a reasonable basis to object to ZIZERA’s use of a new Sub-processor and therefore wishes to terminate the Agreement, the Customer shall notify ZIZERA within 10 business days after receipt of ZIZERA’s notice.
  27. Where ZIZERA engages a Sub-processor for carrying out specific processing activities on behalf of the Customer, the same data protection obligations as set out in the Addendum shall be imposed on the Sub-processor by way of a contract or other legal act under Union or Member State law, in particular providing sufficient guarantees to implement appropriate technical and organizational measures in such a manner that the processing will meet the requirements of the GDPR.
  28. Where the Sub-processor fails to fulfil its data protection obligations, ZIZERA shall remain fully liable to the Customer for the performance of the Sub-processor's obligations.
  29. TRANSFERS OF PERSONAL DATA TO THIRD COUNTRIES AND INTERNATIONAL ORGANISATIONS
  30. ZIZERA processes the personal data only on documented instructions from the Customer, including with regard to transfers of personal data to a third country or an international organization, unless required to do so by Union or Member State law to which ZIZERA is subject. In such a case, ZIZERA shall inform the Customer of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest.
  31. ZIZERA only transfers personal data to third countries in accordance with the GDPR, including the instructions from the Customer.
  32. ASSISTANCE TO THE CUSTOMER
  33. Taking into account the nature of the processing, ZIZERA assists the Customer by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the Customer’s obligation to respond to requests for exercising the Data subject's rights laid down in Chapter III of the GDPR, including the following:
    1. The obligation to provide information to the Data subject where personal data are collected from the Data subject
    2. The obligation to provide information to the Data subject where personal data have not been obtained from the Data subject
    3. The right of access by the Data subject
    4. The right to rectification
    5. The right to erasure (‘right to be forgotten’)
    6. The right to restriction of processing
    7. The obligation of the Customer to ensure, that notification regarding rectification or erasure of personal data or restriction of processing is given to each recipient
    8. The right to data portability
    9. The right to object
    10. The right to object against the result of automated individual decision-making, including profiling
  34. ZIZERA assists the Customer in ensuring compliance with the obligations pursuant to Articles 32 to 36 taking into account the nature of processing and the information available to ZIZERA, including the following:
    1. The obligation to implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk of the processing.
    2. In the case of a personal data breach: The obligation to without undue delay and, where feasible, not later than 72 hours after having become aware of it, notify the personal data breach to the competent supervisory authority, unless the personal data breach is unlikely to result in a risk to the rights and freedoms of natural persons.
    3. When the personal data breach is likely to result in a high risk to the rights and freedoms of natural persons: The obligation to communicate the personal data breach to the Data subject without undue delay.
    4. Where a type of processing in particular using new technologies is likely to result in a high risk to the rights and freedoms of natural persons: The obligation to, prior to the processing, carry out an assessment of the impact of the envisaged processing operations on the protection of personal data.
    5. Where a data protection impact assessment as set out in the previous term indicates that the processing would result in a high risk in the absence of measures taken by the Customer to mitigate the risk: The obligation to consult the supervisory authority prior to processing.
  35. NOTIFICATION OF A PERSONAL DATA BREACH
  36. ZIZERA shall notify the Customer without undue delay after becoming aware of a personal data breach.
  37. ZIZERA, in accordance with the obligations to assist the Customer, shall on request provide the Customer with the following information:
    1. A description of the nature of the personal data breach including where possible, the categories and approximate number of Data subjects concerned and the categories and approximate number of personal data records concerned
    2. A description of the likely consequences of the personal data breach
    3. A description of the measures taken or proposed to be taken by ZIZERA to address the personal data breach, including, where appropriate, measures to mitigate its possible adverse effects
  38. DELETION AND RETURN OF PERSONAL DATA
  39. At the request of the Customer, ZIZERA deletes or returns all the personal data to the Customer after the end of the provision of services in accordance with the Agreement relating to processing, and deletes existing copies unless Union or Member State law requires storage of the Personal Data.
  40. MONITORING AND AUDITS
  41. ZIZERA makes available to the Customer all information necessary to demonstrate compliance with the obligations laid down in Article 28 and allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer.
  42. ZIZERA shall immediately inform the Customer if, in its opinion, an instruction in accordance with the obligation of the Customer to monitor ZIZERA infringes the GDPR Regulation or other Union or Member State data protection provisions.
  43. If the Customer mandates a third party to conduct the audit on behalf of the Customer, the Customer must ensure that the third party enters into a non-disclosure agreement and that the third party takes necessary security measures when conducting the audit.
  44. Audits must be conducted during ZIZERA’s business hours and ZIZERA must be notified of audits within a reasonable time prior to the audit. The audit shall not grant the Customer access to ZIZERA’s trade secrets or proprietary information unless this is required in order for the Customer to comply with the GDPR.
  45. All costs incurred by ZIZERA as a consequence of the audit by the Customer, must be paid by the Customer.
  46. ZIZERA is obliged to give public authorities access to all personal data and to all information necessary for the performance of its tasks.
  47. ZIZERA is obliged to give public authorities access to any premises of ZIZERA, including to any data processing equipment and means, in accordance with Union or Member State procedural law.
  48. LIABILITY
  49. Pursuant to Article 82.2 of the GDPR, ZIZERA shall only be liable for damage caused by processing where ZIZERA has not complied with obligations of the GDPR specifically directed to processors or where ZIZERA has acted outside or contrary to the Addendum.
  50. ZIZERA shall be exempt from liability if it proves that it is not in any way responsible for the event giving rise to the damage.
  51. INDEMNIFICATION
  52. If the Customer, against the regulations set forth in Appendix 1, collects sensitive personal data and thus makes ZIZERA process such information, the Customer undertakes to indemnify and hold ZIZERA harmless for any and all damages and losses incurred by ZIZERA due to the Customer’s breach of this Addendum and the Agreement.
  53. TERMINATION
  54. This Addendum is terminated in accordance with the Agreement.
  55. The Addendum is notwithstanding binding until the end of the processing by ZIZERA on behalf of the Customer, including deletion from ZIZERA and possible Sub-processors.
  56. MISCELLANEOUS
  57. The parties agree that this Addendum and the Agreement (including the provision of instructions via configuration tools such as ZIZERA management console and APIs made available by ZIZERA for the Services) constitute Customer’s documented instructions regarding ZIZERA’s processing of Personal Data (“Documented Instructions”). ZIZERA will process Personal Data only in accordance with Documented Instructions. Additional instructions outside the scope of the Documented Instructions (if any) require prior written agreement between ZIZERA and Customer, including agreement on any additional fees payable by Customer to ZIZERA for carrying out such instructions. Customer is entitled to terminate this Addendum and the Agreement if ZIZERA declines to follow instructions requested by Customer that are outside the scope of, or changed from, those given or agreed to be given in this Addendum.
  58. Where Customer uses multiple of ZIZERA Services, Customer acknowledges that ZIZERA may combine information from Customer use of the Services to deliver integrated services across the suite of Services that Customer has purchased (for example to allow Customer to search across ZIZERA Services or to combine notifications from multiple Services). Customer also acknowledges that ZIZERA may process information generated by Authorized Users for research and analytical purposes, in order to improve, benchmark and develop the ZIZERA Services. ZIZERA will ensure that the results of this processing does not identify sensitive personal data of Customer or any of its Authorized Users and that all such processing is subject to appropriate technical and organizational measures.
  59. In the event of any conflict or inconsistency between the provision of the Agreement and this Addendum, the provisions of this Addendum shall prevail. For avoidance of doubt and to the extent allowed by applicable law, any and all liability under this Addendum will be governed by the relevant provisions of the Agreement, including limitations of liability, venue and jurisdiction. Save as specifically modified and amended in this Addendum, all of the terms, provisions and requirements contained in the Agreement shall remain in full force and effect and govern this Addendum. Except as otherwise expressly provided herein, no supplement, modification, or amendment of this Addendum will be binding, unless executed in writing by a duly authorized representative of each party to this Addendum. If any provision of the Addendum is held illegal or unenforceable in a judicial proceeding, such provision shall be severed and shall be inoperative, and the remainder of this Addendum shall remain operative and binding on the parties.

Privacy Policy

Updated 28th. January 2019

  1. Data subjects
    The personal data processed by ZIZERA on behalf of the Customer concerns the following categories of Data subjects: Customer’s customers, employees, suppliers and end-users.
  2. Categories of Personal Data
    In accordance with Article 9 in the GDPR, ZIZERA does not process sensitive personal data. ZIZERA processes the following categories of Personal Data on behalf of the Customer:
    • Email addresses
    • First and last name
    • Phone number
    • Other contact information
    • Personal Data uploaded to the Services under Customer’s ZIZERA accounts
    As ZIZERA platform is open, the Customer may independently choose to collect other categories of personal data. The Customer may however not use ZIZERA’s platform to collect and thereby make ZIZERA process sensitive personal data. Any such collection of personal data will be considered a breach of this Addendum.
  3. Processing Activities
    The following processing activities will be carried out by ZIZERA on behalf of the Customer:
    • Collection of data on Customer’s use of ZIZERA Services, including those Services embedded on the Customer’s web properties
    • Aggregation and analysis of data and storage of data via Sub-processors and thus transferring data to Sub-processors
    • Compute, storage and such other Services as described in the ZIZERA documentation and initiated by Customer from time to time.
    Data will be accessed by ZIZERA for the purpose of maintenance, global analytics or support to the Customer. Upon instruction from the Customer, ZIZERA forwards the Customer’s data to third parties appointed by the Customer.
  4. Approved Sub-processors
    The following Sub-processors used by ZIZERA are pre-approved by the Customer:
    Entity name Entity type Entity country
    Amazon Web Services Hosting provider EU (Ireland) and US (North Virginia)
    Google Analytics Analytics provider Global
    Hubspot Analytics provider Global
    Mandrillapp Analytics provider Global
    The ZIZERA website (currently posted at Amazon Web Services Ireland lists sub-processors that are currently engaged by ZIZERA to carry out processing activities on Personal Data on behalf of Customer.
  5. Processing Location
    The processing of personal data by ZIZERA on behalf of the Customer will take place in the following locations:
    • For ZIZERA: EC SOFTWARE SWEDEN AB, Registration number 556831-3042, Warfvinges väg 35, 112 51, Stockholm, Sweden
    • For the pre-approved Sub-processors: EC SOFTWARE SWEDEN AB, Registration number 556831-3042, Warfvinges väg 35, 112 51, Stockholm, Sweden and EC SOFTWARE INDIA PRIVATE LTD, India land Bull Park, Plot #14, III Main Road, Ambattur Industrial Estate, Chennai - 600 058, India

Cookie Policy

Updated 20th. April 2019

We use cookies on the zizera.com website. By using zizera.com, you consent to the use of cookies.

Our Cookies Policy explains what cookies are, how we use cookies, how third-parties we may partner with may use cookies on zizera.com, your choices regarding cookies and further information about cookies.

What are cookies

Cookies are small pieces of text sent to your web browser by a website you visit. A cookie file is stored in your web browser and allows zizera.com or a third-party to recognize you and make your next visit easier and zizera.com more useful to you.

Cookies can be "persistent" or "session" cookies. Persistent cookies remain on your personal computer or mobile device when you go offline, while session cookies are deleted as soon as you close your web browser.

Use of cookies on zizera.com

When you use and access zizera.com, we may place a number of cookie files in your web browser.

We use cookies for the following purposes:

  • To enable certain functions of zizera.com
  • To provide analytics
  • To store your preferences
  • To enable advertisements delivery, including behavioral advertising

We use both session and persistent cookies on the Service and we use different types of cookies to run the Service:

Essential cookies. We may use essential cookies to authenticate users and prevent fraudulent use of user accounts.

Preferences cookies. We may use preferences cookies to remember information that changes the way zizera.com behaves or looks, such as the "remember me" functionality of a registered user or a user's language preference.

Analytics cookies. We may use analytics cookies to track information about use of the site so that we can make improvements. We may also use analytics cookies to test new advertisements, pages, features or new functionality zizera.com to see how our users react to them.

Advertising cookies. This type of cookies is used to deliver advertisements on zizera.com and track the performance of these advertisements. These cookies may also be used to enable third-party advertising networks as Facebook, Linkedin and Google to deliver ads that may be relevant to you based on your activities or interests and these cookies may also be used to enable email marketing through Hubspot.

Third-party cookies

In addition to our own cookies, we may also use various third-parties cookies to report usage statistics from zizera.com, deliver advertisements on and through zizera.com, and so on.

What are your choices regarding cookies

If you'd like to delete cookies or instruct your web browser to delete or refuse cookies, please visit the help pages of your web browser.

Please note, however, that if you delete cookies or refuse to accept them, you might not be able to use all of the features we offer, you may not be able to store your preferences, and some of our pages might not display properly.

For the Chrome web browser, please visit this page from Google: https://support.google.com/accounts/answer/32050

For the Internet Explorer web browser, please visit this page from Microsoft: http://support.microsoft.com/kb/278835

For the Firefox web browser, please visit this page from Mozilla: https://support.mozilla.org/en-US/kb/delete-cookies-remove-info-websites-stored

For the Safari web browser, please visit this page from Apple: https://support.apple.com/kb/PH21411?locale=en_US

For any other web browser, please visit your web browser's official web pages.

Where can you find more information about cookies

You can learn more about cookies and the following third-party websites:

AllAboutCookies: http://www.allaboutcookies.org/

Network Advertising Initiative: http://www.networkadvertising.org/