Yanzio Corporation Software License Agreement

Yanzio Corporation Software License Agreement

Last update: September 20, 2024

This Software License Agreement ("Agreement") is made effective upon the date of acceptance by any client ("Client") of Yanzio Corporation ("Yanzio"), a corporation organized under the laws of California, USA. Acceptance of this Agreement, either by clicking a box indicating acceptance, using, or accessing Yanzio's services, binds the Client to these terms. If the Client does not agree, they must not access or use the services.

1. Definitions
The terms defined below shall have the meanings set forth below throughout this Agreement:

- “Artificial Intelligence”: A branch of computer science and technology that focuses on creating and developing systems, software, or machines capable of performing tasks that typically require human intelligence, such as learning, reasoning, problem-solving, perception, and language understanding.

- "Client": Refers to the organization, entity, or individual that has entered into this Agreement with Yanzio by accepting its terms, either through a formal agreement process, electronically by clicking a box indicating acceptance, or by using or accessing Yanzio's Software. The term "Client" encompasses not only the contracting entity but also includes any users, employees, agents, or representatives whom the Client has authorized to access and use the Software on its behalf. All such authorized users are considered fully bound by the terms and conditions of this Agreement as if they were parties hereto in their own right. The Client assumes full responsibility for the actions of its authorized users and ensures their compliance with the terms of this Agreement, including but not limited to the Acceptable Use Policy, confidentiality obligations, and restrictions on use of the Software.

- "Client Data": Any data, information, or materials provided or submitted by the Client to the Software during use, excluding any content generated by the Software itself.

- "Confidential Information": All non-public information disclosed by either party, directly or indirectly, which is designated as confidential or which, under the circumstances surrounding disclosure ought to be treated as confidential. This encompasses but is not limited to business processes, client data, operational practices, and proprietary technologies.

- "Organization" refers to the legal entity, company, corporation, partnership, association, or other organization that is the Client or on whose behalf the Client is entering into this Agreement, including all of its affiliates, subsidiaries, and any authorized users, employees, agents, or representatives acting within the scope of their authority for the Organization.

- "Software": Yanzio's software tools, systems, storage, algorithms, code and interfaces, including but not limited to Artificial Intelligence, provided as a Service, accessible via a web interface, Application Programming Interface, and other means, designed to assist entities in their management and operations of contact centers and other similar endeavors.

- "Subscription Model": The structure under which Yanzio offers its services, including recurring subscriptions and one-time purchase options, detailed further in the Fees and Payment Terms section.

- "Third-Party Services": Refers to service providers engaged by Yanzio for hosting, processing, storage, and management of data, infrastructure, business operations and various functionalities essential to the delivery and enhancement of the Software. These services are not owned or controlled by Yanzio but are selected based on their ability to meet Yanzio's requirements for performance, reliability, security, and compliance with applicable laws and regulations.

- "Yanzio" refers to Yanzio Corporation, a corporation organized under the laws of California, USA, including its owners, shareholders, employees, vendors, contractors, affiliates, and any other parties acting on its behalf or under its direction. All protections, limitations, rights, and exclusions specified in this Agreement for Yanzio shall also apply to these associated parties.

2. Authority to Bind

The individual accepting this Agreement, whether by clicking a box indicating their acceptance, signing a document that references this Agreement, or by any other means of acceptance utilized by Yanzio, hereby represents and warrants that they are an authorized representative of the Client with full legal authority to bind the Organization to the terms and conditions contained herein. This includes all obligations, responsibilities, and requirements defined in this Agreement. The individual affirms that they have obtained all necessary approvals, consents, and authorizations required within their Organization to enter into and fully commit the Organization to comply with these terms and conditions. Failure to possess such authority may result in invalidation of this Agreement and potential legal action against the individual and the Organization for any breaches of the terms herein.

3. Grant of License

Yanzio grants the Client a non-exclusive, non-transferable, revocable license to access and use the Software for the Client's internal business operations, subject to compliance with this Agreement's terms. This license is granted only to the Organization that has agreed to the terms of this Agreement and is not extendable to any other organization.

The Client acknowledges that the license is for the use of its Organization only. The Client shall not permit any other organization, entity, or individual to use the Software under the terms of this license. Each separate organization is required to obtain its own license for the Software and to pay the applicable license fees. The Client shall not sublicense, distribute, transfer, or otherwise make the Software available to any third party, nor shall it use the Software for the benefit of any third party, without the prior written consent of Yanzio.

4. Acceptable Use Policy

The Client commits to using the Software in a responsible manner, and agrees they shall not :
- Send or store malicious software or content.
- Attempt unauthorized access of the Software or related systems and networks.
- Use the Software for illegal purposes or in violation of any person's privacy or intellectual property rights.
- Conduct activities that could harm the Software's functionality or integrity, such as overloading or attempting to disrupt service.

The Client agrees that they shall:
- Maintain the confidentiality and security of their account credentials.
- Ensure that the Software is used in compliance with all applicable laws and regulations.
- Maintain an appropriate hardware and software environment for using the Software.

5. Data Protection and Privacy

Yanzio agrees to protect the privacy and security of Client Data in accordance with applicable data protection laws. The Client Data will be processed for the purpose of providing the Software services, and any other purpose permitted under the terms of this Agreement, with adequate measures in place to ensure data security and confidentiality.

Yanzio may consider special requests from the Client to comply with specific data protection laws or regulations and any such agreement must be in writing and signed by both parties as an addendum to this agreement.

6. Confidentiality and Security

Each party agrees to protect the other's Confidential Information with the same degree of care as it uses to protect its own confidential information of a similar nature but with no less than reasonable care. The Client and Yanzio will use Confidential Information solely for the purpose of fulfilling their obligations under this Agreement.

If a party is compelled by law to disclose Confidential Information of the other party, it must provide the other party with prompt notice to allow the other party a chance to contest the disclosure or seek a protective order.

7. Support

Yanzio will provide technical support for the Software via channels of its choosing, such as email and case management systems, during normal business hours and excluding statutory and other holidays.

Yanzio will use commercially reasonable efforts to respond to and resolve customer support inquiries and issues in a timely and efficient manner. Yanzio acknowledges the importance of addressing the Client's concerns promptly and will endeavor to provide initial responses and, where possible, resolutions within a reasonable timeframe.

The Client acknowledges that the actual response and resolution times may vary based on factors such as the complexity of the issue, the current workload of Yanzio's support team, the availability of necessary resources, and other unforeseen circumstances. Yanzio does not guarantee specific deadlines or durations for response and resolution times but commits to making reasonable efforts to address the Client's support needs expeditiously.

Yanzio will seek to resolve all reasonable requests but reserves the right to deem any request or issue to be not reasonable to resolve or address within its business requirements.

8. Maintenance and Updates

Yanzio may provide routine maintenance services for the Software, including necessary updates and enhancements released during the term of this Agreement. Major upgrades or new versions involving substantial feature enhancements may be offered to the Client under separate terms or pricing.

9. Backups and Data Loss

Yanzio will conduct regular data backups using commonly accepted practices in the industry to prevent data loss and ensure the continuity of the Client's operations. These backups are intended to help safeguard the Client Data against unforeseen events and system failures.

Despite Yanzio's efforts to maintain regular backups, the Client acknowledges that no data backup method can guarantee complete data integrity and recovery. Therefore, the Client is strongly advised to export and back up their data from the Software on a regular basis according to their own data retention and backup policies.

Yanzio shall not be liable for any loss, corruption, or unrecoverability of the Client's data resulting from the Client's failure to back up their data or from causes beyond Yanzio's reasonable control, including but not limited to hardware failures, network disruptions, and natural disasters. The Client assumes full responsibility for the integrity and security of their data, including implementing appropriate measures to protect, export and back up their data independently of Yanzio's procedures.

10. Third-Party Data Hosting and Processing Services

Yanzio utilizes third-party services for data hosting, processing, and storage necessary for delivering the Software. Yanzio evaluates all third-party services policies and statements to comply with data protection standards equivalent to or higher than Yanzio's own standards.

Yanzio makes no commitments about Client Data residing or remaining in any state, province or country except as required by applicable laws. Yanzio may consider special requests from the Client in this regard and any agreement must be in writing and signed by both parties as an addendum to this agreement.

Yanzio may, at its discretion, modify or replace third-party services based on evolving business needs, regulatory requirements, or performance improvements. Clients may be notified of significant changes that may affect the Software's functionality or data security.

Yanzio commits to secure data handling and transfer processes in coordination with third-party services, including executing data processing agreements that mandate confidentiality and data protection measures aligning with this Agreement.

While Yanzio remains responsible for the stewardship of Client Data, it shall not be held liable for breaches attributable to third-party services, provided Yanzio has exercised due diligence in selecting and managing these services.

11. Intellectual Property Rights

Yanzio retains all rights, titles, and interest in the Software, except for the Client Data. The Client grants Yanzio a worldwide, royalty-free license to use, reproduce, distribute, modify, and display the Client Data as necessary for providing the Software services.

The Client also grants Yanzio a worldwide, non-exclusive, royalty-free license to amalgamate the Client Data with that of other organizations to generate aggregated data. Yanzio is authorized to use, modify, create derivative works from this aggregated data, including but not limited to reports, statistics, or analyses, and to distribute or otherwise make this information available to third parties. In such instances, the Client Data will not constitute more than 10% of the aggregated data; the aggregated data will not be used by Yanzio or any third party to provide service referrals; and Yanzio will not disclose information that specifically identifies the Client without obtaining written permission from the Client. Except as otherwise allowed in this paragraph, Yanzio is prohibited from distributing Client Data in any form to any third party without obtaining written permission from the Client.

All feedback, suggestions, ideas, improvements, or modifications (collectively, "Feedback") provided by the Client or any of its users regarding Yanzio's Software or services become the sole property of Yanzio. Yanzio shall have the right to use, exploit, implement, and incorporate such Feedback in its Software, services, or in any of its current or future products or services, without any payment, royalty, acknowledgment, or any other obligation to the Client or its users. The Client hereby assigns all rights, title, and interest in and to the Feedback to Yanzio and acknowledges that Yanzio may have developed or may develop something similar to the Feedback, and nothing in this Agreement shall be construed as a limitation or waiver of Yanzio's rights under such circumstances.

12. Prohibition of Reverse Engineering and Competitive Activities

The Client agrees not to reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying ideas, algorithms, or structure of the Software provided by Yanzio under any circumstances. Furthermore, the Client is expressly prohibited from using, exploiting, or otherwise employing the ideas, features, functions, or graphics of the Software for the development, production, marketing, or operation of a product or service that is competitive with Yanzio’s offerings, or assisting another party in such activities.

This prohibition extends to any action aimed at creating a substitute or similar service or product based on the ideas, features, functions, or graphics of the Software, including the observation, study, or testing of its functionality. The Client acknowledges that such actions would constitute a breach of this Agreement and could result in irreparable harm to Yanzio. Accordingly, Yanzio reserves the right to take all necessary legal action to prevent such breaches, including seeking injunctive relief and any other remedies available under law or equity.

The obligations set forth in this clause shall survive the termination or expiration of this Agreement and shall bind the Client, its employees, agents, affiliates, successors, and assigns.

13. Fees, Taxes, and Payment Terms

The Client agrees to pay all fees associated with their license to the Software and any supporting services, as detailed in any invoices issued to them. Such invoices will list payment terms and methods, currency, and other items related to the fees. All fees are exclusive of taxes, levies, duties, or similar governmental assessments of any nature. The Client is responsible for paying any taxes associated with their purchases hereunder.

14. Suspension of Service for Non-Payment

Yanzio reserves the right to suspend access to the Software and related services if the Client fails to make payments as per the agreed terms in this agreement or the terms in any invoice issued to the Client. Yanzio will provide the Client with a three (3) day notice prior to suspension. Access will be reinstated upon full settlement of the due amounts. The duration of any suspension shall be considered to be part of the then-current Subscription Term and shall not be appended to any Subscription Term.

15. Subscription Term, Renewal, Renewal Pricing and Trial Periods

Subscription Term
The initial subscription term for the Software shall commence on the earliest date of the first invoice and shall continue for a period of one year unless terminated earlier in accordance with the terms of this Agreement ("Initial Term").

Renewal
Unless either party invokes one of its Termination Options described in this Agreement, the subscription shall automatically renew for successive renewal terms of one year each (each, a "Renewal Term"). The Initial Term and any Renewal Terms shall collectively be referred to as the "Subscription Term."

Renewal Pricing
Yanzio reserves the right to modify pricing for any Renewal Term. In that event Yanzio must provide written notice to Client at least 45 calendar days prior to the expiration of the then-current Subscription Term. If such notice is not given, the pricing for the next Renewal Term will be the same as the then-current Subscription Term.

Trial Periods
Yanzio may grant the Client a non-exclusive, non-transferable, limited license to use the software for evaluation purposes without charge for a period before, during or after any Subscription Term (a "Trial Period"). The Client acknowledges and agrees that, notwithstanding the non-payment of fees during the Trial Period for the Software features specified, they are fully bound by the terms and conditions of this Agreement, including but not limited to the provisions regarding confidentiality, intellectual property rights, warranty and limitations of liability. The Client is under no obligation to purchase a license to the Software following the Trial Period. However, if the Client wishes to continue using the software beyond the Trial Period, they must purchase a license according to the terms and pricing specified by Yanzio. Yanzio reserves the right to terminate the free trial at any time without notice. Upon termination or expiration of the Trial Period, both parties must comply with the Effects of Termination. Any data or content entered into or created within the Software during the Trial Period may not be retrievable unless the Client purchases a license to the software.

16. Termination Options and Effects

Termination for convenience

The Client may notify its intention to terminate its subscription to the Software by providing written notice to Yanzio at least 30 days prior to the end of the then-current Subscription Term. Upon termination, the Client's access to the Software will terminate at the end of the then-current Subscription Term, and the Client shall not be entitled to any refund of fees already paid. Client will remain obligated to pay any fees not yet paid that apply to the then-current Subscription Term.

Termination with cause

Either party may terminate this Agreement immediately upon written notice to the other party if the other party materially breaches any of its representations, warranties, or obligations under this Agreement and such breach remains uncured for a period of 10 days after written notice of such breach is provided to the breaching party.

Yanzio may also suspend or terminate this agreement with immediate effect if it deems Client is using or accessing Service in any manner that is disruptive or harmful to Yanzio, the Software, or other Yanzio Clients or in any way violates the terms of this Agreement, including but not limited to the Acceptable Use Policy and the Prohibition of Reverse Engineering and Competitive Activities.

Effect of Termination

Upon termination of the subscription, the Client's right to access and use the Software shall immediately cease, and the Client shall promptly discontinue all use of the Software. Yanzio may delete any of the Client's data stored in the Software 30 days or more after the date of termination. It is the Client's responsibility to export its data from the Software prior to termination. Yanzio at its sole discretion may not refund fees to the Client. Unless the termination was for Yanzio breach of this agreement, any fees still owed by the Client must be paid according to the corresponding terms in the Invoices.

17. Modifications to the Agreement

Yanzio may revise the terms of this Agreement from time to time to reflect changes in legal or regulatory obligations, or adjustments in the scope of the Software services. The Client will be notified of such changes and given at least 30 days to accept or request modifications the new terms. Continued use of the Software after changes become effective constitutes agreement to the revised terms.

18. Indemnification

Indemnification By Client
The Client will indemnify and hold harmless Yanzio against any claims, damages, liabilities, legal fees and costs arising out of the Client's use of the Software not in accordance with this Agreement or resulting from the Client Data or User-Generated Content.

Indemnification By Yanzio
Yanzio will indemnify and hold harmless the Client against any claims, damages, liabilities, legal fees, and costs arising out of a claim that the Software infringes upon a third party's intellectual property rights, provided such claim does not arise from Client modifications or misuse of the Software.

19. Governing Law, Jurisdiction, and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any disputes under this Agreement will be resolved in the state or federal courts located in San Francisco, California, and the parties consent to exclusive jurisdiction and venue in these courts.

20. Severability and Entire Agreement

Severability:
If any provision of this Agreement is held to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect.

Entire Agreement:
This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement.

21. Warranty and Liability

21.1 Warranty

Yanzio and Client acknowledge that the Software and services may contain errors, omissions, or inaccuracies from time to time, despite Yanzio's best efforts. Accordingly, Yanzio shall not be liable for any such errors, omissions, or inaccuracies found within the Software or any actions taken or not taken by the Client in reliance upon the Software or services. Yanzio also shall not be liable due to issues related to Software availability, response times and performance.

The Client acknowledges and agrees that the Software and services are provided "as is" and "as available," with all faults and without warranty of any kind. Yanzio expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose.

The Client acknowledges and agrees that the Software may employ Artificial Intelligence ("AI") technologies to provide certain functionalities. AI technologies are inherently subject to limitations and may not always perform as expected. The Client understands that the Software's AI-related features may produce erroneous, incomplete, or incorrect results. Such results may not be labeled to have been produced or influenced by AI within the Software. Yanzio does not warrant the accuracy, reliability, or completeness of any results, data, or information produced by the Software. The Client is responsible for evaluating and verifying the accuracy and appropriateness of the results for their intended use. The Client assumes all risks associated with the use of such features, including any decisions or actions taken based on the results. Yanzio shall not be liable for any direct, indirect, incidental, consequential, or punitive damages arising from or related to the use of the Software's functionalities, including, but not limited to, any errors, inaccuracies, or failures in AI-generated results. By using the software, the Client acknowledges and accepts the inherent limitations and risks associated with AI technologies and agrees to the terms outlined in this clause.

21.2 Limitation of Liability

To the maximum extent permitted by applicable law, in no event will Yanzio, its suppliers, shareholders, or licensors be liable for any indirect, special, incidental, punitive, or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the Software, even if Yanzio has been advised of the possibility of such damages. In any case, Yanzio's entire liability under any provision of this Agreement shall be limited to the amount actually paid by the Client for the Software during the three (3) months immediately preceding the event giving rise to such claim.

21.3 Exceptions

The limitations on and exclusions of liability for damages in this Agreement do not apply to the extent prohibited by applicable law.

22. Dispute Resolution Mechanism

Disputes arising under this Agreement shall first be attempted to be resolved through good faith negotiations between the parties. If unresolved within 30 days, disputes shall be submitted to binding arbitration under the American Arbitration Association’s rules in San Francisco, California. The prevailing party in any arbitration or litigation shall be entitled to recover its attorneys’ fees and costs.

23. Compliance with Laws

Both Yanzio and the Client agree to comply with all applicable local, state, national, and international laws and regulations in their performance under this Agreement, including but not limited to export control laws and regulations.

24. Force Majeure

Neither party shall be liable for any delay or failure in performance due to events outside the party’s reasonable control, including, without limitation, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

25. Notices

Notices under this Agreement shall be sent by email to the Client at the email address provided upon registration, and to Yanzio at hello@yanzio.ai, or via postal mail to Yanzio Corporation, 447 Sutter Street Suite 405 #591, San Francisco, CA, 94108, USA.

26. Assignment

The Client may not assign or transfer this Agreement without Yanzio’s prior written consent. Yanzio may assign this Agreement without consent to a successor in interest in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets related to this Agreement.