Privacy Policy - ZPortals

Effective: 11/1/2021

PLEASE READ THESE TERMS CAREFULLY, AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND Z Portal, LLC.

The following “Terms of Use” (“Terms”) governs your use of the software and services provided by Z Portal, LLC (hereinafter “ZPortals”). This is a legal agreement between you and ZPortals and incorporates the Privacy Policy and attached Exhibits. By registering your use of the Service (as defined below), you are accepting to be bound to the terms of this Terms of Use.

General Information Regarding Terms of Use. These Terms, together with any special terms for particular services, creates a contract between you and ZPortals. The contract governs your use of all websites, services, applications, platforms, and products created or operated by ZPortals (together, the “Services”).

For purposes of these Terms, the following definitions apply:

(a) “Agreement” or “Terms” shall mean this entire Terms of Use and incorporates by reference the Privacy Policy.

(b) “Authorized User” shall mean an individual subscriber or the partners, members, employee, or temporary employees, and independent contractors of an organization with a subscription to the Service who have been added to the account as users.

(c) “Confidential Information” shall mean the Content (as defined in Section 1(d)) and any information, technical data, or know-how considered proprietary or confidential by either party to this Agreement including, but not limited to, either party’s research, services, inventions, processes specifications, designs, drawings diagrams, concepts, marketing, techniques, documentation, source code, customer information, personally identifiable information, pricing information, procedures, menu concepts, business and marketing plans or strategies, financial information, and business opportunities disclosed by either party before or after the Effective Date of these Terms, either directly or indirectly in any form whatsoever, including in writing, orally, machine-readable form or through access to either party’s premises.

(d) “Content” shall mean any information you upload or post to the Service and any information provided by you to ZPortals in connection with the Service, including, without limitation, information about your Authorized Users or Registered Clients, as defined in Section 1(e).

(e) “Registered Client” means an individual who has been invited to use the client-facing features of the Service in a limited capacity as a client of an Authorized User.

(f) “Service” shall mean any software or services provided by ZPortals, including but not limited to all of ZPortals owned and operated websites, applications, platforms, products, and codes.

Additional Terms. In addition to the Terms, your use of any Services may also be subject to specific terms applicable to a particular Service (“Additional Terms”). If there is any conflict between the Additional Terms and these Terms, then the Additional Terms apply in relation to the relevant Service. Collectively, the Terms and Additional Terms, form a binding legal agreement between you and ZPortals in relation to your use of the services.

Your Agreement to the Terms. BY CLICKING “I ACCEPT” OR OTHERWISE ACCESSING OR USING ANY OF THE SERVICES (INCLUDING THE LICENSES, PUBLIC DOMAIN TOOLS, AND APPLICATIONS), YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE BOUND BY THE TERMS. By clicking “I ACCEPT” or otherwise accessing or using any Services you also represent that you have the legal authority to accept the Terms on behalf of yourself and any party you represent in connection with your use of any Services. If you are an individual who is entering into these Terms on behalf of an entity, you represent and warrant that you have the power to bind that entity, and you hereby agree on that entity’s behalf to be bound by these Terms, with the terms “you” and “your” applying to you, that entity, and other users accessing the Services on behalf of that entity.

No Guarantee. ZPORTALS DOES NOT GUARANTEE RESULTS. ZPortals will have no responsibility or liability of any kind for any Content and satisfaction you encounter through the relationship formed between you, an Authorized User, a Registered Client, and/or a third party. YOU USE AND RELY ON ZPORTAL’S SERVICES SOLELY AT YOUR OWN RISK.

Changes to the Terms. From time to time, ZPortals may change, remove, or add to the Terms, and reserves the right to do so in its discretion. In that case, ZPortals will post updated Terms and indicate the date of revision. In ZPortals’s discretion, if it decides that changes to the terms are material, ZPortals will make reasonable efforts to post a prominent notice on the relevant Website or via email. All new and/or revised Terms take effect immediately and apply to your use of the Services from that date on, except that material changes will take effect 30 days after the change is made and identified as material. Your continued use of any Services after new and/or revised Terms are effective indicates that you have read, understood, and agreed to those Terms.

Scope of Limited License. Subject to your compliance with these Terms, ZPortals grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (a) access and use the Services on personal or company devices solely in connection with your use of the Services; and (b) access and use any content, information and related materials that may be made available through the Services, in each case solely for your use. Any rights not expressly granted herein are reserved by ZPortals and ZPortals licensors.

Except for the non-exclusive license granted pursuant to this Agreement, you acknowledge and agree that all ownership, license, intellectual property and other rights and interests in and to the Service shall remain solely with ZPortals.

You may not: (a) remove any copyright, trademark or other proprietary notices from any portion of the Services; (b) reproduce, modify, prepare derivative work based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services except as expressly permitted by ZPortals; (c) decompile, reverse engineer or disassemble the Services except as may be permitted by applicable law; (d) link to, mirror, or frame any portion of the Services; (e) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services; or (f) attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks

Use of the Service.

You, the authorized user of the Services, (“Authorized User”) agree not to modify, reverse engineer, adapt or otherwise tamper with the Service or modify another website so as to falsely imply that it is associated with the Service, ZPortals or any other software or service provided by ZPortals.

Authorized Users agree that they will not knowingly use the Service in any manner which may infringe copyright or intellectual property rights or in any manner which is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or in violation of the terms of this Agreement.

ZPortals reserves the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, any feature associated with the Service, with or without notice, except that ZPortals shall provide Authorized User with 30-days’ notice of any modification that materially reduces the functionality of the Service. Continued use of the Service following any modification constitutes Authorized User’s acceptance of the modification.

ZPortals does not review or pre-screen the content or data which the Authorized User inputs, and ZPortals claims no intellectual property rights with respect to the content and data.

ZPortals reserves the right to temporarily suspend access to the Services for operational purposes, including, but not limited to, maintenance, repairs or installation of upgrades, and will endeavor to provide no less than two business days’ notice prior to any such suspension. Such notice shall be provided to you in advance by way of notification within the Service, email or other notification method deemed appropriate by ZPortals. Further, ZPortals shall endeavor to confine planned operational suspensions with a best effort to minimize disruption to the Authorized User, but reserves the ability to temporarily suspend operations without notice at any time to complete necessary repairs. In the event of a temporary suspension, ZPortals will use the same notification methods listed in this section to provide updates as to the nature and duration of any temporary suspension.

Authorized User grants to ZPortals a non-exclusive, royalty-free right during Authorized User’s use of the Service, to use the Confidential Information for the sole purpose of performing ZPortals’s obligations under this Agreement in accordance with the terms of this Agreement. Such rights shall include permission for ZPortals to generate and publish aggregate, anonymized reports on system usage and Content trends and type, provided they do not conflict with Section 7.

Access to the Service.

The Services are not available for use by persons under the age of 18. In certain instances you may be asked to provide proof of identity or other method of identity verification to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity or other method of identity verification.

Only an Authorized User or a Registered Client is permitted to access and use the Service. Authorized Users are required to provide their full legal name, a valid email address, and any other information reasonably requested by the service.

Each Authorized User will be provided with a unique identifier to access and use the Service (“Username”). The Username shall only be used by the Authorized User to whom it is assigned, and shall not be shared with, or used by any other person, including other Authorized Users.

As between ZPortals and the Authorized User, any Content uploaded or posted to the Service remains the property of the Authorized User. Upon Cancellation or Termination of Service, ZPortals shall be responsible for deleting all data owned by the client unless otherwise required by law.

All access to and use of the Service via mechanical, programmatic, robotic, scripted or any other automated means not provided as part of the Service is strictly prohibited.

Authorized Users are permitted to access and use the Service using an Application Program Interface (“API”) when available subject to the following conditions:

Any use of the Service using an API, including use of an API through a third-party product that accesses and uses the Service, is governed by these Terms;
ZPortals shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if ZPortals has been advised of the possibility of such damages), resulting from any use of an API or third-party products that access and use the Service via an API;

iii. Excessive use of the Service using an API may result in temporary or permanent suspension of access to the Service via an API. ZPortals, in its sole discretion, will determine excessive use of the Service via an API, and will make a reasonable attempt to warn the Authorized User prior to suspension; and

ZPortals reserves the right at any time to modify or discontinue, temporarily or permanently, access and use of the Service via an API, with or without notice.

Confidential Information. Each party agrees to treat all Confidential Information as confidential and not to use or disclose such Confidential Information except as necessary to perform its obligations under these Terms. ZPortals and any third-party vendors and hosting partners it utilizes to provide the Service shall hold Content in strict confidence and shall not use or disclose Content except (a) as required to perform their obligations under this Agreement; (b) in compliance with Section 9 of these Terms, or (c) as otherwise authorized by you in writing.

Web Portal Security. ZPortals is responsible for providing a secure method of authentication and accessing its Service.

ZPortals will provide mechanisms that:
allow for user password management;
transmit passwords in a secure format; and

iii. protect passwords entered for purposes of gaining access to the Service by utilizing code that follows password management best practices.

Authorized User and Registered Client will be responsible for protecting the security of usernames and passwords, or any other codes associated to the Service, and for the accuracy and adequacy of personal information provided to the Service.

Authorized User and Registered Client will implement policies and procedures to prevent unauthorized use of usernames and passwords, and will promptly notify ZPortals upon suspicion that a username and password has been lost, stolen, compromised, or misused.

At all times, ZPortals, and any third-party vendors and hosting partners it utilizes to provide the Service, will:
use information security best practices for transmitting and storing your Content, adhering to industry standards;
employ information security best practices with respect to network security techniques, including, but not limited to, firewalls, intrusion detection, and authentication protocols, vulnerability and patch management; and

iii. ensure its host facilities maintain industry standards for security and privacy

ZPortals shall report to Authorized User and Registered Client, with all relevant details (except those which could prejudice the security of data uploaded by other customers), any event that ZPortals reasonably believes represents unauthorized access to, disclosure of, use of, or damage to Content (a “Security Breach”). ZPortals shall make such report within 72 hours after learning of the Security Breach.

In the event of a Security Breach, ZPortals will (a) cooperate with Authorized User and Registered Client to identify the cause of the breach and to identify any affected Content; (b) assist and cooperate with Authorized User and Registered Client in investigating and preventing the recurrence of the Security Breach; (c) assist and cooperate with Authorized User and Registered Client in any litigation or investigation against third parties that Authorized User and Registered Client undertake to protect the security and integrity of Content; and (d) use commercially reasonable endeavors to mitigate any harmful effect of the Security Breach.

Legal Compliance. ZPortals maintains that its primary duty is to protect the Content to the extent the law allows. ZPortals reserves the right to provide the Confidential Information to third parties as required and permitted by law (such as in response to a subpoena or court order), and to cooperate with law enforcement authorities in the investigation of any criminal or civil matter. If ZPortals is required by law to make any disclosure of the Confidential Information that is prohibited or otherwise constrained by this Agreement, then ZPortals will provide Authorized User or Registered Client with prompt written notice (to the extent permitted by law) prior to such disclosure so that the Authorized User or Registered Client may seek protective order or other appropriate relief. Subject to the foregoing sentence, ZPortals may furnish that portion (and only that portion) of the Confidential Information that it is legally compelled or otherwise legally required to disclose.

Payment, Refunds, and Account Changes.

The Authorized User with paid subscriptions or invoices will provide ZPortals with a valid credit card for payment of applicable fees unless otherwise agreed upon. All subscription fees are exclusive of all federal, state, provincial, municipal or other taxes which Authorized Users agree to pay based on where the Authorized User is primarily domiciled. In addition to any fees, the Authorized User may still incur charges incidental to using the Service, for example, charges for Internet access, data roaming, and other data transmission charges.

No refunds or credits will be issued for partial periods of service, upgrade/downgrade refunds, or refunds for periods unused with any subscription or account, including, but not limited to, instances involving removal of an Authorized User or Registered Agent.

All prices are subject to change upon notice. Such notice may be provided by an e-mail message to the Authorized User, or in the form of an announcement on the Service.

Authorized User is responsible for paying all taxes associated with the subscription to the Service. If ZPortals has the legal obligation to pay or collect taxes for which Authorized User is responsible under this section, the appropriate amount shall be charged to and paid by Authorized User, unless the Authorized User provides ZPortals with a valid tax exemption certificate authorized by the appropriate taxing authority.

Any and all payments by or on account of the compensation payable under these Terms shall be made free and clear of and without deduction or withholding for any taxes. If the Authorized User is required to deduct or withhold any taxes from such payments, then the sum payable shall be increased as necessary so that, after making all required deductions or withholdings, ZPortals receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Arbitration Agreement. BY AGREEING TO THE TERMS, YOU AGREE THAT YOU ARE REQUIRED TO RESOLVE ANY CLAIM THAT YOU MAY HAVE AGAINST ZPORTALS ON AN INDIVIDUAL BASIS IN ARBITRATION. THIS WILL PRECLUDE YOU FROM BRINGING ANY CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION AGAINST ZPORTALS, AND ALSO PRECLUDE YOU FROM PARTICIPATING IN OR RECOVERING RELIEF UNDER ANY CURRENT OR FUTURE CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION BROUGHT AGAINST ZPORTALS BY SOMEONE ELSE.

Binding Arbitration. You and ZPortals agree that any dispute, claim or controversy arising out of or relating to (a) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the Services at any time, whether before or after the date you agreed to the Terms, will be settled by binding arbitration between you and ZPortals, and not in a court of law.

Waiver of Jury Trial. You understand and agree that you and ZPortals are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and ZPortals otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceedings. However, you and ZPortals each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademark, trade secrets, patents, or other intellectual property rights.

Governing Law. The Arbitration will be administered in accordance with the Arizona Uniform Arbitration Act (the “AUAA”) then in effect, except as modified by this Arbitration Agreement.

Notwithstanding any choice of law or other provisions in the Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AUAA shall preempt all other state laws to the fullest extent permitted by law. If the FAA and AUAA are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the state of Arizona.

Location, Procedure, and Fees. Unless you and ZPortals otherwise agree, the arbitration will be conducted in Pima County, Arizona. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and ZPortals submit to the Arbitrator, unless you request a hearing or the Arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AUAA. Subject to the AUAA, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration. Your responsibility to pay any arbitration filing, administrative and arbitrator fees will be solely as set forth in the AUAA.

Arbitrator’s Decision. The Arbitrator will render an aware within the time frame specified in the AUAA. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. The Arbitrator may aware declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. AN ARBITRATOR’S DECISION SHALL BE FINAL AND BINDING ON ALL PARTIES. An arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect. If you prevail in arbitration you will be entitled to an award of attorney’s fees and expenses, to the extent provided under applicable law.

Severability and Survival. If any portion of the Arbitration Agreement is found to be unenforceable or unlawful for any reason, (a) the unenforceable or unlawful provision shall be severed from these Terms; (b) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (c) to the extent that any claims must therefore proceed on a class, collective, or consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.

Disclaimers; Limitation of Liability; Indemnity; and Force Majeure. THE SERVICES ARE PROVIDED BY ZPORTALS ON AN “AS IS” AND AN “AS AVAILABLE” BASIS ONLY. ZPORTALS PROVIDES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON INFRINGEMENT. ZPORTALS EXPRESSLY DISCLAIMS ALL WARRANTIES THAT THE SERVICES WILL (1) BE UNINTERRUPTED AND SECURE; (2) BE ERROR AND VIRUS FREE; AND (3) MEET YOUR REQUIREMENTS. IN ADDITION, ZPORTALS MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES REQUESTED THROUGH THE USE OF THE SERVICES.

YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICES REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

Limitation of Liability. ZPortals shall not be liable for indirect, incidental, special, exemplary, punitive or consequential damages, including lost profits, lost data, personal injury, or property damage related to, in connection with, or otherwise resulting from any use of the services regardless of the negligence (either active, affirmative, sole, or concurrent) of ZPortals, even if ZPortals has been advised of the possibility of such damages.

ZPortals shall not be liable for any damages, liability or losses arising out of: (1) your use of or reliance on the Services or your inability to access or use the Services; or (2) any transaction or relationship between you and any third party, even if ZPortals has been advised of the possibility of such damages. ZPortals shall not be liable for delay or failure in performance resulting from causes beyond ZPortals’ control.

THE LIMITATION AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IN SUCH STATES OR JURISDICTION, ZPORTALS’ LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON ZPORTALS’ CHOICE OF LAW PROVISION SET FORTH BELOW.

Indemnity. You agree to indemnify and hold ZPortals and its affiliates and their members, employees and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees), arising out of or in connection with: (1) your use of the Services; (2) your breach or violation of any of these Terms; or (3) your violation of the rights of any Registered Clients or other third parties.

Force Majeure. Neither ZPortals nor you shall be responsible for damages or for delays or failures in performance resulting from acts or occurrences beyond the parties reasonable control, including, without limitation: fire, lightning, explosion, power surge or failure, water, acts of God, war, revolution, Pandemic, civil commotion or acts of civil or military authorities or public enemies: any law, order, regulation, ordinance, or requirement of any government or legal body or any representative of any such government or legal body; or labor unrest, including without limitation, strikes, slowdowns, picketing, or boycotts; inability to secure raw materials, transportation facilities, fuel or energy shortages, or acts or omissions of other common carriers.

Choice of Law. These Terms are governed by and construed in accordance with the laws of the State of Arizona, U.S.A., without giving effect to any conflict of law principles, except as may be otherwise provided in the Arbitration Agreement above or in supplemental terms applicable to your region. However, the choice of law provision regarding the interpretation of these Terms is not intended to create any other substantive right to non-Arizonans to assert claims under Arizona law whether that be by statute common law, or otherwise. These provisions, and except as otherwise provided for in Section 13 of these Terms, are only intended to specify the use of Arizona law to interpret these Terms and the forum for disputes asserting a breach of these Terms, and these provisions shall not be interpreted as generally extending Arizona law to you if you do not otherwise reside in Arizona.

Notice. ZPortals may give notice by means of a general notice on the Services, electronic mail to the Authorized User’s email address, telephone or text message to any phone number provided in connection with the Authorized User’s account, or by written communication sent by first class mail or pre-paid post to any address connected with the Authorized User. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email or telephone). You may give notice to ZPortals, with such notice deemed given when received by ZPortals, at any time by first class mail, or pre-paid post to our registered agent for service of process, c/o Z Portal, LLC. The name and current contact information of the registered agent is Boreale Law PLC 177 N Church Ave #1100, Tucson, AZ 85701.
Assignment of Terms. You may not assign these Terms without ZPortals’s prior written approval. ZPortals may assign these terms without your consent to: (1) a subsidiary or affiliate; (2) an acquirer of ZPortals equity, business or assets; or (3) a successor by merger. Any purported assignment in violation of this section shall be void.

No Relationship Formed. No joint venture, partnership, employment, or agency relationship exists between you, ZPortals, any Authorized User, or any Registered Client as a result of this Agreement or use of the Services.

Severability. In case any provision of the Terms is held to be invalid, unenforceable, or illegal, the provision will be severed from this Agreement, and such invalidity, unenforceability, or illegality will not affect any other provisions of the terms. ZPortals’s failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by ZPortals in writing. This provision shall not affect the Severability and Survival provisions of the Arbitration Agreement in Section 13 above.

Additional Assistance. If you do not understand any of the foregoing Terms and Conditions or if you have any questions or comments, we invite you to contact our User Services team by email at support@zportals.com.

Exhibit A

ZPortals Service Level Commitments and Support Services

Commencing on the date the Service to the Subscriber commences (the “Subscription Term”), ZPortals will provide Service Level Commitments (“SLC”) Credits (defined in Section 3 below) and Support Services in accordance with the SLC and Support Services Terms as defined herein. In the event of any conflict between the Agreement and the Service Level Commitment and Support Services Terms, the SLC and Support Services Terms will prevail. The SLC and Support Services incorporate the definitions set forth in Section 1 of the Zoho User License Agreement.

Exhibit Definitions

“Subscriber Core Group” means Subscriber’s employees who have been trained on the Service and who are familiar with Subscriber’s business practices.

“Subscriber User Community” means all users who input, extract or view data in the Service, including all Registered Clients.

“Downtime” means any period, greater than ten minutes, within the Scheduled Available Time during which the Subscriber is unable to access or use the Service because of an Error (as defined below), excluding (i) any such period that occurs during any Scheduled Downtime and/or Recurring Downtime (as defined below), or (ii) document preview, search, FTP or sync functions of the Service.

“Error(s)” means the material failure of the Service to conform to its published functional specifications.

“Procedural Issues” means those issues that are to be addressed by Subscriber through adjustment of a specific business process to accomplish work in the Service.

“Recurring Downtime” means 4 hours per month on the third Saturday of the month from 12:00 A.M. to 4:00 A.M. EST.

“Request” means a modification to the Service outside of the scope of the functional specifications.

“Scheduled Available Time” means 24 hours a day, 7 days a week.

“Scheduled Downtime” means the time period identified by ZPortals in which it intends to perform any planned upgrades and/or maintenance on the Service or related systems and any overrun beyond the planned completion time.

“Uptime Percentage” means the total number of minutes of Scheduled Available Time for a calendar month minus the number of minutes of Downtime suffered in such calendar month, divided by the total number of minutes of Scheduled Available Time in such calendar month. Uptime Percentage will be calculated by ZPortals solely using records and tools available to ZPortals.

“User Administration Support” means issues that impact the usability of the Service and are addressable through the adjustment of Registered Client’s access privileges, processes or procedures.

Scope of Service Level Commitments

ZPortals’s obligations do not extend to Errors or other issues caused by:

any modification of the Service made by any person other than ZPortals;
any third-party hardware or software used by Subscriber or any Registered Clients except as otherwise provided in the then current Documentation;
the improper operation of the Service by Subscriber or Registered Clients;
the accidental or deliberate damage to, or intrusion or interference with the Service;
the use of the Service other than in accordance with any user Documentation or the reasonable instructions of ZPortals;
ongoing test or training instances of the Service provided to Subscriber; or
services, circumstances or events beyond the reasonable control of ZPortals, including, without limitation, any force majeure events, the performance and/or availability of local ISPs employed by Subscriber, or any network beyond the demarcation or control of ZPortals.
Scheduled Downtime and Guaranteed Uptime

ZPortals will use commercially reasonable efforts to provide at least 24 hours’ prior notice before undertaking any Scheduled Downtime. Commencing on the effective date of the applicable Subscription Term, in the event the Service experiences an Uptime Percentage of less than 97% in any calendar month, ZPortals will provide to Subscriber a credit (“SLC Credit”) equal to the credit percentage identified in the table SLC Credits table below multiplied by the Subscriber’s fees paid to ZPortals for the Services that are attributable to such month (calculated on a straight line pro-rated basis with respect to any fees paid in advance). Subscriber will submit a written SLC Credit request to ZPortals in writing within 30 days of such Downtime. The SLC Credit is Subscriber’s sole and exclusive remedy for any failure by ZPortals to meet any performance obligations pertaining to the Service, including, without limitation, any support obligations except as provided in the User License Agreement.

ZPortals reserves the right to temporarily suspend Subscriber’s or a Registered Client’s access to the Service as set out in the User License Agreement. Any such suspensions based on repairs, technical problems, outages or maintenance services will be subject to the Service Level Commitments.

SLC Credits Table

Uptime Percentage	Credit Percentage
Equal to or greater than 97% but less than 99%	10%
Less than 97%	25%

Availability of SLC Credits

Subscribers who are past due on any payments owed to ZPortals are not eligible to receive SLC Credits. ZPortals will issue SLC Credits, as determined in its sole discretion, either on future billing cycles or as a refund against annual fees paid. In order to receive any SLC Credit, Subscriber must notify ZPortals within 30 days from the time Subscriber becomes eligible to receive a SLC Credit. Failure to comply with this requirement will forfeit Subscriber’s right to receive a SLC Credit. In no event will the total amount of SLC Credits if any, exceed the fees paid by Subscriber for the corresponding month.

Support Services

ZPortals will provide support services to assist Subscriber in resolving Errors (“Support Services”). Support Services do not include (a) physical installation or removal of the API and any Documentation; (b) visits to Subscriber’s site; (c) any electrical, mechanical or other work with hardware, accessories or other devices associated with the use of the Service; (d) any work with any third party equipment, software or services; (e) any professional services (“Professional Services”) associated with the Service, including, without limitation, any custom development, or data modeling.

ZPortals will provide email and/or phone support as specified at https://zportals.com, excluding ZPortals corporate holidays and national U.S. holidays except where noted.

Exhibit B

ZPortals Data Protection Addendum

To the extent that ZPortals Processes any Subscriber Personal Data (each as defined below) and (i) the Subscriber Personal Data relates to individuals located in the EEA; or (ii) Subscriber is established in the EEA, the provisions of this Data Processing Addendum (“DPA”) shall apply to the processing of such Subscriber Personal Data. In the event of any conflict between the remainder of the Agreement and the DPA, the DPA will prevail.

Definitions

1.1. The following capitalized terms used in this DPA shall be defined as follows:

(a) “Controller” has the meaning given in the GDPR.

(b) “Data Protection Laws” means the EU General Data Protection Regulation 2016/679 (“GDPR“), any applicable national implementing legislation in each case as amended, replaced or superseded from time to time, and all applicable legislation protecting the fundamental rights and freedoms of persons and their right to privacy with regard to the Processing of Subscriber Personal Data.

(d) “European Economic Area” or “EEA” means the Member States of the European Union together with Iceland, Norway, and Liechtenstein.

(e) “Processing” has the meaning given in the GDPR, and “Process” will be interpreted accordingly.

(f) “Processor” has the meaning given in the GDPR.

(g) “Security Incident” means any confirmed accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, any Subscriber Personal Data.

(h) “Standard Contractual Clauses” means the Standard Contractual Clauses (processors) approved by European Commission Decision C(2010)593 or any subsequent version thereof released by the European Commission (which will automatically apply).

(i) “Subprocessor” means any Processor engaged by ZPortals who agrees to receive from ZPortals Subscriber Personal Data.

(j) “Subscriber Personal Data” means the “personal data” (as defined in the GDPR) described in the Annex and any other personal data contained in the Content or that ZPortals processes on Subscriber’s behalf in connection with the provision of the Service.

(k) “Supervisory Authority” has the meaning given in the GDPR.

Data Processing

2.1. The Parties acknowledge and agree that for the purpose of the Data Protection Laws, the Subscriber is the Controller and ZPortals is the Processor.

2.2 Instructions for Data Processing. ZPortals will only Process Subscriber Personal Data in accordance with Subscriber’s written instructions. The parties acknowledge and agree that the Agreement (subject to any changes to the Service agreed between the parties) and this DPA shall be Subscriber’s complete and final instructions to ZPortals in relation to the processing of Subscriber Personal Data.

2.3. Processing outside the scope of this DPA or the Agreement will require prior written agreement between Subscriber and ZPortals on additional instructions for Processing.

2.4. Required consents. Where required by applicable Data Protection Laws, Subscriber will ensure that it has obtained/will obtain all necessary consents and complies with all applicable requirements under Data Protection Laws for the Processing of Subscriber Personal Data by ZPortals in accordance with the Agreement.

Transfer of Personal Data

3.1. Authorized Subprocessors. Subscriber agrees that ZPortals may use the following as Subprocessors to Process Subscriber Personal Data:

Subprocessor	Description of Processing
Amazon Web Services, Inc.	Hosting
Liquid Web	Hosting
Zoho Corporation	Hosting and Processing
Google	Email Communication and Hosting
Twilio	Communications

3.2. Subscriber agrees that ZPortals may use subcontractors to fulfill its contractual obligations under the Agreement. ZPortals shall notify Subscriber from time to time of the identity of any Subprocessors engaged. If Subscriber (acting reasonably) objects to a new Subprocessor on grounds related to the protection of Subscriber Personal Data only, then without prejudice to any right to terminate the Agreement, Subscriber may request that ZPortals move the Subscriber Personal Data to another Subprocessor and ZPortals shall, within a reasonable time following receipt of such request, use reasonable endeavours to ensure that the original Subprocessor does not Process any of the Subscriber Personal Data. If it is not reasonably possible to use another Subprocessor, and Subscriber continues to object for a legitimate reason, either party may terminate the Agreement on thirty (30) days written notice. If Subscriber does not object within thirty (30) days of receipt of the notice, Subscriber is deemed to have accepted the new Subprocessor.

3.3. Save as set out in clauses 3.1 and 3.2, ZPortals shall not permit, allow or otherwise facilitate Subprocessors to Process Subscriber Personal Data without Subscriber’s prior written consent and unless ZPortals:

(a) enters into a written agreement with the Subprocessor which imposes equivalent obligations on the Subprocessor with regard to their Processing of Subscriber Personal Data, as are imposed on ZPortals under this DPA; and

(b) shall at all times remain responsible for compliance with its obligations under the DPA and will be liable to Subscriber for the acts and omissions of any Subprocessor as if they were ZPortals’s acts and omissions.

3.4. International Transfers of Subscriber Personal Data. ZPortals commits to Processing Subscriber Personal Data within the EEA. To the extent that the Processing of Subscriber Personal Data by ZPortals involves the export of such Subscriber Personal Data to a third-party in a country or territory outside the EEA, such export shall be:

(i) to a country or territory ensuring an adequate level of protection for the rights and freedoms of Data Subjects as determined by the European Commission;

(ii) to a third party that is a member of a compliance scheme recognized as offering adequate protection for the rights and freedoms of Data Subjects as determined by the European Commission; or

(iii) governed by the Standard Contractual Clauses between the Subscriber as exporter and such third-party as importer. For this purpose, the Subscriber appoints ZPortals as its agent with the authority to complete and enter into the Standard Contractual Clauses as agent for the Subscriber on its behalf.

Data Security, Audits, and Security Notifications

4.1 ZPortals Security Obligations. ZPortals will implement and maintain appropriate technical and organizational security measures to ensure a level of security appropriate to the risk, including as appropriate, the measures referred to in Article 32(1) of the GDPR.

4.2 Upon Subscriber’s reasonable request, ZPortals will make available all information reasonably necessary to demonstrate compliance with this DPA.

4.3 Security Incident Notification. If ZPortals becomes aware of a Security Incident, ZPortals will (a) notify Subscriber of the Security Incident within 72 hours, (b) investigate the Security Incident and provide Subscriber (and any law enforcement or regulatory official) with reasonable assistance as required to investigate the Security Incident.

4.4 ZPortals Employees and Personnel. ZPortals will treat the Subscriber Personal Data as confidential, and shall ensure that any employees or other personnel have agreed in writing to protect the confidentiality and security of Subscriber Personal Data.

4.5 Audits. ZPortals will, upon Subscriber’s reasonable request and at Subscriber’s expense, allow for and contribute to audits, including inspections, conducted by Subscriber (or a third party auditor on Subscriber’s behalf and mandated by Subscriber) provided (i) such audits or inspections are not conducted more than once per year (unless requested by a Supervisory Authority); (ii) are conducted only during business hours; (iii) are conducted in a manner that causes minimal disruption to ZPortals’s operations and business; and (iv) Following completion of the audit, upon request, Subscriber will promptly provide ZPortals with a complete copy of the results of that audit.

Access Requests and Data Subject Rights

5.1 Data Subject Rights. Where applicable, and taking into account the nature of the Processing, ZPortals will use reasonable efforts to assist Subscriber by implementing appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of Subscriber’s obligation to respond to requests for exercising Data Subject rights laid down in the Data Protection Laws.

Data Protection Impact Assessment and Prior Consultation

6.1 To the extent required under applicable Data Protection Laws, ZPortals will provide Subscriber with reasonably requested information regarding its Service to enable Subscriber to carry out data protection impact assessments or prior consultations with any Supervisory Authority, in each case solely in relation to Processing of Subscriber Personal Data and taking into account the nature of the Processing and information available to ZPortals.

Termination

7.1 Deletion or return of data. Subject to 7.2 below, ZPortals will, at Subscriber’s election and within 90 (ninety) days of the date of termination of the Agreement:

(a) make available for retrieval all Subscriber Personal Data Processed by ZPortals (and delete all other copies of Subscriber Personal Data Processed by ZPortals following such retrieval); or

(b) delete the Subscriber Personal Data Processed by us.

7.2 ZPortals and its Subprocessors may retain Subscriber Personal Data to the extent required by applicable laws and only to the extent and for such period as required by applicable laws and always provided that ZPortals ensures the confidentiality of all such Subscriber Personal Data and shall ensure that such Subscriber Personal Data is only Processed as necessary for the purpose(s) specified in the applicable laws requiring its storage and for no other purpose.

Governing law

8.1 This DPA shall be governed by, and construed in accordance with the laws of Arizona, U.S.A. Each of the parties irrevocably submits for all purposes (including any non-contractual disputes or claims) to venue in Pima County, Arizona, U.S.A.

Annex

Details of the Processing of Subscriber Personal Data

This Annex includes certain details of the processing of Subscriber Personal Data as required by Article 28(3) of the GDPR.

Subject matter and duration of the Processing of Subscriber Personal Data

The subject matter and duration of the Processing of the Subscriber Personal Data are set out in the Agreement and this DPA.

The nature and purpose of the Processing of Subscriber Personal Data

The Subscriber Personal Data will be subject to the following basic processing activities: transmitting, collecting, storing and analyzing data in order to provide the Service to the Subscriber, and any other activities related to the provision of the Service or specified in the Agreement.

The types of Subscriber Personal Data to be processed

The Subscriber Personal Data concern the following categories of data: names; email addresses; personal and professional information; and any other personal data provided by the Subscriber in connection with its use of the Service.

The categories of data subject to whom the Subscriber Personal Data relates

Any categories of individuals whose data the Subscriber extracts, transfers, and/or loads onto the Service, which may include but is not limited to:

Registered Clients; and
Past, present and prospective clients, business relationship contacts, and outside counsel contacts of the Subscriber.

The obligations and rights of the Subscriber

The obligations and rights of the Subscriber are as set out in this DPA.

Our approach to privacy

1.1 Z Portal, LLC (“ZPortals” “we”, “our”, or “us”) is committed to protecting your privacy. This privacy policy sets out how we collect, store, process, transfer, share and use data that identifies or is associated with you (“personal information“) and information regarding our use of cookies and similar technologies.

1.2 ZPortals operates a cloud-based business and personal productivity solutions available via our websites (our “Website”) located at https://zportals.com, https://simplidoesit.com and desktop and mobile applications that we make available (the “ZPortals Services”).

1.3 This privacy policy applies to the ZPortals Services.

1.4 Before accessing or using the ZPortals Services, please ensure that you have read and understood our collection, storage, use and disclosure of your personal information as described in this privacy policy. By accessing or using the ZPortals Services, you are accepting and consenting to the practices described in this privacy policy.

Personal information we collect about you and how we use it

2.1 Information you give to us. We collect personal information about you when you voluntarily submit information directly to us by filling in forms on our Website or by corresponding with us by phone, email or otherwise. This includes information you provide when you register to use our Website, subscribe to the ZPortals Services, participate in any discussion boards, forums or other social media functions on our site or enter a competition, promotion or survey and when you report a problem with our Website, or use some other feature of the ZPortals Services as available from time to time.

2.2 If you choose not to provide personal information, we may not be able to provide the ZPortals Services to you or respond to your other requests.

2.3 Information we receive from other sources. We may receive personal information about you from individuals or corporate entities which are subscribers to the ZPortals Services (“Subscribers“) where you are to be designated a user of the ZPortals Services. We may receive personal information about you if you use any of the other websites we operate or the other services we provide from time to time. We also work closely with third parties (including, for example, subcontractors in technical, payment and delivery services, advertising networks, analytics providers, search information providers, credit reference agencies) and may receive information about you from them, subject to your agreements with them.

2.4 We also automatically collect personal information about you indirectly about how you access and use the ZPortals Services and information about the device you use to access the ZPortals Services.

2.5 We may link or combine the personal information we collect and/or receive about you and the information we collect automatically. This allows us to provide you with a personalized experience regardless of how you interact with us.

2.6 We may anonymize and aggregate any of the personal information we collect (so that it does not identify you). We may use anonymized information for purposes that include testing our IT systems, research, data analysis, improving the ZPortals Services and developing new products and features. We may also share such anonymized information with others.

Disclosure of your personal information

3.1 We may share your personal information with any member of our group, which includes our subsidiaries. We will not share your personal information with any third parties except as described in this privacy policy or in connection with the Service. We may share your information with selected third parties, including:

Business partners, vendors, suppliers, and subcontractors who perform services on our behalf (these companies are authorized to use your personal information only as necessary to provide these services to us);
Analytics and search engine providers that assist us in the improvement and optimization of our Website;
Credit reference agencies for the purpose of assessing your credit score where this is a condition of us entering into a contract with you;
Payment processors for the purpose of fulfilling relevant payment transactions;
Third parties in connection with a business transaction. Personal information may be disclosed to third parties in connection with a transaction, such as a merger, sale of assets or shares, reorganization, financing, change of control or acquisition of all or a portion of our business. If we are involved in a merger, acquisition, or sale of all or a portion of its assets, you will be notified via email and/or a prominent notice on our Website of any change in ownership or uses of your personal information, as well as any choices you may have regarding your personal information.

3.2 In certain situations, we may be required to disclose personal information in response to lawful requests by public authorities, including to meet law enforcement requirements.

3.3 If we are under a duty to disclose or share your personal data in order to comply with any legal obligation, or in order to enforce or apply our terms and conditions of service and other agreements; or to protect the rights, property, or safety of ZPortals, our customers, or others. This includes exchanging information with other companies and organizations for the purposes of fraud protection and credit risk reduction.

3.4 Publicly accessible blogs. Our Website includes publicly accessible blogs or community forums. Any information you provide in these areas may be read, collected and used by others who access them. This includes information posted on our public social media accounts. To request removal of your personal information from our blog or community forum, contact us at support@zportals.com. In some cases, we may not be able to remove your personal information, in which case we will let you know if we are unable to do so and why.

3.5 Testimonials. With consent, we may display personal testimonials of satisfied customers on our site, along with other endorsements. If you wish to update or delete your testimonial, you can contact us at support@zportals.com.

Marketing and advertising

4.1 From time to time we may contact you with relevant information about the ZPortals Services and our other products and services. Most messages will be sent electronically. For some messages, we may use personal information we collect about you to help us determine the most relevant information to share with you.

4.2 If you do not want to receive such messages from us, you will be able to tell us by selecting certain boxes on forms we use when we first collect your contact details. You can also change your marketing preferences at any time by contacting us at support@zportals.com.

Storing and transferring your personal information

5.1 Security. All information you provide to us is stored on secure servers in a controlled environment with limited access. Any payment transactions will be encrypted in transit using SSL technology. Where we have given you (or where you have chosen) a password which enables you to access certain parts of our Service, you are responsible for keeping this password confidential. Subscribers should not share their password with anyone.

5.2 While no transmission of information via the internet is completely secure, we take reasonable measures to protect your personal information. We cannot guarantee the security of your personal information transmitted to our Website; any transmission is at your own risk. Once we have received your information, we will use strict procedures and security features to try to prevent unauthorized access.

5.3 International Transfers of your Personal Information. The personal information we collect may be transferred to and stored in countries outside of the jurisdiction you are in where we and our third-party service providers have operations. If you are located in the European Union (“EU“), your personal information will be processed outside of the EU including in the United States; these international transfers of your personal information are made pursuant to appropriate safeguards, such as standard data protection clauses adopted by the European Commission. If you wish to inquire further about these safeguards used, please contact us using the details set out at the end of this privacy policy.

Retaining your information

6.1 We will only retain your personal information for as long as necessary to fulfill the purposes we collected it for, including for the purposes of our legitimate business interests and satisfying any legal or reporting requirements.

6.2 To determine the appropriate retention period for personal information, we consider the amount, nature, and sensitivity of the personal information, the potential risk of harm from unauthorized use or disclosure of your personal information, the purposes for which we process your personal information and the applicable legal requirements.

Your rights in respect of your personal information

7.1 In accordance with applicable privacy law, you have the following rights in respect of your personal information that we hold:

Right of access and portability. The right to obtain access to your personal information along with certain information, and to receive that personal information in a commonly used format and to have it ported to another data controller.
Right to rectification. The right to obtain rectification of your personal information without undue delay where that personal information is inaccurate or incomplete.
Right to erasure. The right to obtain the erasure of your personal information without undue delay in certain circumstances, such as where the personal information is no longer necessary in relation to the purposes for which it was collected or processed.
Right to restriction. The right to obtain the restriction of the processing undertaken by us on your personal information in certain circumstances, such as where the accuracy of the personal information is contested by you, for a period enabling us to verify the accuracy of that personal information.
Right to object. The right to object, on grounds relating to your particular situation, to the processing of your personal information, and to object to the processing of your personal information for direct marketing purposes, to the extent it is related to such direct marketing.

7.2 If you wish to exercise one of these rights, please contact us using the contact details at the end of this privacy policy. Upon request, we will provide you with information about whether we hold any of your personal information. You may access, correct or request deletion of your personal information by logging into your account, or by contacting us at support@zportals.com. We will respond to your request within 30 days.

7.3 If you reside in the European Union (EU), ZPortals is the controller of your personal information for purposes of European data protection legislation. You also have the right to lodge a complaint to your local data protection authority. Information about how to contact your local data protection authority is available at ec.europa.eu/justice/data-protection/bodies/authorities/index_en.htm.

Cookies and similar technologies

8.1 Our Service uses cookies and similar technologies (collectively referred to as cookies) to distinguish you from other users of our Service. This helps us to provide you with good service. This helps us enhance and personalize your user experience, to monitor and improve our Website and services, and for other internal purposes. As is true of most websites, we gather certain information automatically.

8.2 We use the following types of cookies:

Strictly necessary cookies. These cookies are required for the essential operation of our Service such as to authenticate you and prevent fraudulent use.
Analytical/performance cookies. These cookies allow us to recognize and count the number of visitors and to see how visitors move around our Service when they are using it. This helps us to improve the way our Service works, for example, by ensuring that you can find information easily.
Functionality cookies. These cookies are used to recognize you when you return to our Service. This enables us to personalize our content for you, greet you by name and remember your preferences (for example, your choice of language or region).
Targeting cookies. These cookies record your visit to our Service, the pages you have visited and the links you have followed. We will use this information to make our Service and the advertising displayed on it more relevant to your interests. We may also share this information with third parties for this purpose.

8.3 Please note that third parties (including, for example, advertising networks and providers of external services like web traffic analysis services) may also use cookies, over which we have no control. These cookies are likely to be analytical/performance cookies or targeting cookies.

8.4 You block cookies by activating the setting on your browser that allows you to refuse the setting of all or some cookies. However, if you use your browser settings to block all cookies (including strictly necessary cookies) you may not be able to access all or parts of our site.

8.5 Social Media. Our Website includes social media features, such as Facebook Like button and widgets such as the Share button. These features may collect your IP address, which page you are visiting on our Website, and may set a cookie to enable the feature to function properly. Social media features and widgets are hosted on our site or by a third party, and your interactions with these features are governed by the privacy policy of the company providing it.

Links to third party sites

9.1 The ZPortals Services may, from time to time, contain links to and from third-party websites. If you follow a link to any of these websites, please note that these websites have their own privacy policies and that we do not accept any responsibility or liability for their policies. Please check the individual policies before you submit any information to those websites.

9.2 Some of the pages on our Website may utilize framing techniques to serve content to/from our partners while preserving the look and feel of our Website. Please be aware that you are providing your personal information to these third parties and not to ZPortals.

Our policy towards children

10.1 The ZPortals Services are not directed at persons under 16 and we do not intend to collect personal information from children under 16 in our capacity as a controller. If you become aware that a child has provided us with personal information without appropriate consent, then please contact us using the details below so that we can take the appropriate steps in accordance with our legal obligations and this privacy policy.

Changes to this policy

11.1 We may update this privacy policy from time to time and so you should review this page periodically. When we change this privacy policy in a material way, we will update the “last modified” date at the end of this privacy policy. Changes to this privacy policy are effective when they are posted on this page.

Notice to you

13.1 If we need to provide you with information about something, whether for legal, marketing or other business-related purposes, we will select what we believe is the best way to get in contact with you. We will usually do this through email or by placing a notice on our Website. The fact that we may send notices to you will not stop you from being able to opt out of certain types of contact as described in this privacy policy.

Contacting us

13.2 Regardless of your location, any questions, comments, and requests regarding this privacy policy are welcome and should be addressed to our Data Protection Officer, John-Mark Bantock, at support@zportals.com. Communication can also be addressed to:

Z Portal, LLC

7400 N. Oracle Rd, Suite 150-428

Tucson AZ 85704

USA

13.3 This privacy policy was last modified on September 1, 2021.