Terms of Service
PLEASE READ THE FOLLOWING TERMS CAREFULLY BECAUSE, BY ACCESSING ZENSIGHT.AI OR DOWNLOADING, INSTALLING AND USING SERVICES AVAILABLE ON ZENSIGHT.AI, AND THEIR SUBDOMAINS, YOU ACCEPT AND AGREE TO THESE TERMS AND CONDITIONS.
These terms and conditions (this “Alpha Trial Agreement”) establishes a binding contract between Zensight Inc. (“Zensight”, “we” or “us”) and you and the entity, if any, that you represent (individually and collectively, “you”) and establishes the terms and conditions that apply when you (i) access and use zensight.ai, zensight.co, or their related domains (together, the “Site”) and/or (ii) download, install, and use Zensight’s proprietary sales optimization and analysis platform (the “Zensight Services”), which has been developed by Zensight to enable companies and their employees to more efficiently interact with sales prospects and customers.
1.1 Evaluation; Feedback.
Subject to the terms and conditions contained herein, Zensight grants you, and you accept, a non-exclusive, non-transferable right and license (without the right to sublicense) to access and use the Zensight Services during the Evaluation Period (as defined below), for the sole purpose of evaluating the Zensight Services for future subscription. You are not granted any rights to distribute or otherwise disclose any portion of the Zensight Services or any information regarding the Zensight Services under this Agreement, except to such number of administrators and technicians as the parties may agree. You agree to provide reasonable feedback regarding the Zensight Services to Zensight, including but not limited to usability and test results and Zensight’s collection of aggregated use data regarding your use of the Zensight Services, during the Evaluation Period, and keep Zensight apprised of all such information relating to the Zensight Services which may arise during the Evaluation Period (collectively and separately “Feedback”). You further agree that Zensight may freely use, disclose, reproduce, license, distribute and otherwise commercialize the Feedback in any Zensight product, technology, service, specification or other documentation. All Feedback shall be Confidential Information of Zensight hereunder. Access to the Zensight Services will generally be via remote access, except for Zensight apps or plug-ins, if any, which Zensight allows to be downloaded onto devices or your computer solely for use with the Zensight Services.
1.2 Plug In.
Zensight will enable you to download a small browser extension (plug-in) for quick access to the Zensight Services. That plug-in may only be used during the Evaluation Period for the purposes of this Agreement.
1.3 Third Party Services.
In connection with the Zensight Services, you will provide Zensight with information necessary for the Zensight Services to interact with your Google, Salesforce.com, and LinkedIn accounts and other third party services from time to time. You represent that you have the right to enable the interaction of the Zensight Services with all such third party services.
1.4 Evaluation Period.
The “Evaluation Period” shall commence upon provision of access to the Zensight Services to you and continue until terminated pursuant to section 3. Immediately after the termination of the Evaluation Period, you shall have no further right to use and/or evaluate the Zensight Services.
1.5 Disclosure to Zensight Investors.
You agree that Zensight may disclose your ongoing evaluation of the Zensight Services to investors and prospective investors during the Evaluation Period. You agree to discuss the Zensight Services with prospective investors in Zensight upon Zensight’s request from time to time.
2. Ownership of the Zensight Services.
2.1 The Zensight Services.
You hereby agree and acknowledge that Zensight shall retain all right, title and interest in the Zensight Services and all Intellectual Property (as defined below) therein and you shall not take any action inconsistent with such title and ownership. You shall not have any ownership interest in any element, segment or component of the Zensight Services. As used in this Agreement, “Intellectual Property“ means all patent, copyright, trademark, trade secret and other industrial and intellectual property rights.
2.2 Intellectual Property Protection.
You shall not alter or remove any printed or on-screen copyright, trade secret, proprietary and/or other legal notices contained on or in the Zensight Services or its output.
2.3 No Reverse Engineering.
You shall not, and shall not cause or permit, the modification, adaptation, making derivative works of, or reverse engineering, disassembling or decompiling of the Zensight Services or any component thereof.
2.4 Improvements and Feedback.
Zensight shall be the sole owner of all right, title and interest in and to all improvements to the Zensight Services made as a result of the Feedback. You hereby grants to Zensight a non-exclusive, royalty-free, perpetual, irrevocable license under all Feedback that you provide to Zensight hereunder, to copy, use and modify such Feedback and to make, have made, use, import, offer to sell and sell products and services incorporating such Feedback.
3. Term and Termination.
This Agreement shall commence on the Effective Date and shall expire upon the end of the Evaluation Period, unless earlier terminated pursuant to Section 3.2. The Evaluation Period shall be deemed to have expired upon the termination of this Agreement.
This Agreement may be terminated at any time for any or no reason by either party upon ten days prior written notice to the other party hereto. Without limiting the foregoing, this Agreement shall automatically terminate upon the general release to the public of the commercial version of the Zensight Services by Zensight. The parties acknowledge that Zensight is under no obligation to release any commercial version to you or the public.
3.3 Effects of Termination.
a) Upon expiration or termination of this Agreement for any reason, all rights, obligations and licenses of the parties hereunder shall cease.
b) Immediately after the termination on the grounds of a material breach by you, unless purchased by you, you shall have no further right to use and/or test the Zensight Services and shall remove all plug-ins or apps provided by Zensight.
c) The provisions of Sections 2 (Ownership), 4 (Confidentiality), 5 (Disclaimer of Warranty), 6 (Limitations on Liability), 7 (Authority; Compliance with Laws), 8 (General Provisions) and this Section 3.3 shall survive any termination or expiration of this Agreement according to their terms.
4.1 Confidential Information.
Each party agrees and acknowledges that in order to further the performance of this Agreement, each party (the “Disclosing Party”) will disclose to the other party (“the “Receiving Party”) certain confidential information which would reasonably be considered confidential or which is marked confidential when disclosed (“Confidential Information”). All information provided to the Zensight Services by you shall be your Confidential Information. The Zensight Services themselves, and all Feedback, shall constitute Confidential Information of Zensight.
4.2 Protection of Confidential Information.
The Receiving Party agrees to protect the confidentiality of the other party’s Confidential Information with at least the same degree of care that it utilizes with respect to its own similar proprietary information, but in no event less than reasonable and customary care for such materials, including without limitation agreeing:
a) Not to disclose or otherwise permit any other person or entity access to, in any manner, the Confidential Information, or any part thereof in any form whatsoever, except that such disclosure or access shall be permitted to an employee of the Receiving Party requiring access to the Confidential Information in the course of his or her employment in connection with this Agreement and who has signed an agreement obligating the employee to maintain the confidentiality of the confidential information of third parties in the Receiving Party’s possession;
b) To notify the Disclosing Party promptly and in writing of the circumstances surrounding any suspected possession, use or knowledge of the Confidential Information or any part thereof at any location or by any person or entity other than those authorized by this Agreement; and
c) Not to use the Confidential Information for any purpose other than as explicitly set forth herein.
4.3 Injunctive Relief.
Because the unauthorized use, transfer or dissemination of any Confidential Information provided by Zensight to you may diminish substantially the value of such materials and may irreparably harm Zensight, if you breach the provisions of this Section 4, Zensight shall, without limiting its other rights or remedies, be entitled to seek equitable relief, including but not limited to injunctive relief.
5. Disclaimer of Warranty.
You acknowledge and agrees that the Zensight Services are in the alpha stage of development. The Zensight Services will continue to evolve during the Evaluation Period and may not always be available. THE ZENSIGHT SERVICES ARE BEING PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND AND ZENSIGHT HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESSED OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE ZENSIGHT SERVICES, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR ANY PARTICULAR PURPOSE.
6. Limitations on Liability.
IN NO EVENT SHALL ZENSIGHT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY GENERAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES, ARISING OUT OF OR RELATING TO THE USE OR PERFORMANCE OF THE ZENSIGHT SERVICES, REGARDLESS OF WHETHER ARISING FROM BREACH, TORT, NEGLIGENCE OR OTHERWISE, OR WHETHER ZENSIGHT KNOW OF THE POTENTIAL FOR SUCH DAMAGES.
7. Authority; Compliance with Laws.
You represents and warrant that you are authorized to provide Zensight access to your systems necessary for use and operation of the Zensight Services, whether such systems are the property of you or your employer. You will not utilize the Zensight Services in any manner which conflicts with the rights of your employer or any other third party.
7.2 Compliance with Laws.
You shall comply with all laws, legislation, rules, regulations, governmental requirements and industry standards with respect to the Zensight Services, and the performance by you of its obligations hereunder, existing in any jurisdiction in which you use the Zensight Services. In the event that this Agreement is required to be registered with any governmental authority, you shall cause such registration to be made and shall bear any expense or tax payable in respect thereof.
8. General Provisions.
8.1 Force Majeure.
In the event that either party is prevented from performing, or is unable to perform, any of its obligations under this Agreement due to any cause beyond the reasonable control of the party invoking this provision, the affected party’s performance shall be excused and the time for performance shall be extended for the period of delay or inability to perform due to such occurrence.
Neither party shall originate any publicity, news release or other public announcement relating to this Agreement or the existence of an arrangement between the parties without the prior written approval of the other party, except as otherwise required by law.
The waiver by either party of a breach or a default of any provision of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of either party to exercise or avail itself of any right, power or privilege that it has, or may have hereunder, operate as a waiver of any right, power or privilege by such party.
8.4 No Agency; Independent Contractors.
Nothing contained in this Agreement shall be deemed to imply or constitute either party as the agent or representative of the other party, or both parties as joint ventures or partners for any purpose.
8.5 Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of law provisions.
8.6 Entire Agreement; Amendment.
This Agreement and the Exhibits attached hereto constitute the entire agreement between the parties with regard to the subject matter hereof. No waiver, consent, modification or change of terms of this Agreement shall bind either party unless in writing signed by both parties, and then such waiver, consent, modification or change shall be effective only in the specific instance and for the specific purpose given.
Captions and headings contained in this Agreement have been included for ease of reference and convenience and shall not be considered in interpreting or construing this Agreement.
8.8 Costs, Expenses and Attorneys’ Fees.
If either party commences any action or proceeding against the other party to enforce or interpret this Agreement, the prevailing party in such action or proceeding shall be entitled to recover from the other party the actual costs, expenses and reasonable attorneys’ fees (including all related costs and expenses), incurred by such prevailing party in connection with such action or proceeding and in connection with obtaining and enforcing any judgment or order thereby obtained.
8.9 Assignment; Successors.
This Agreement, and the rights and obligations hereunder, may not be assigned, in whole or in part by you without the written consent of Zensight. In the event of an assignment permitted by this Section 8.9, all rights, obligations and duties thereunder, shall inure to the benefit of, and will be binding on, the respective heirs, permitted assignees or successors in interest of the parties. Any assignment not done in accordance with this article shall be void.