ZPortals Terms of Service

Effective Date: 10/17/2024

Table of Contents

  1. General Information
  2. Definitions
  3. License and Use of Service
  4. User Responsibilities
  5. Data Protection and Privacy
  6. Intellectual Property Rights
  7. Payment Terms
  8. Termination
  9. Disclaimer of Warranties
  10. Limitation of Liability
  11. Indemnification
  12. Governing Law and Dispute Resolution
  13. Miscellaneous

1. General Information

1.1 Agreement: These Terms of Service (“Terms”) constitute a legally binding agreement between you and Z Portal, LLC (“ZPortals”, “we”, “our”, or “us”) governing your use of the ZPortals software and services (collectively, the “Service”).

1.2 Acceptance: By accessing or using the Service, you agree to be bound by these Terms. If you disagree with any part of the Terms, you may not access the Service.

1.3 Eligibility: You must be at least 18 years old to use the Service. By agreeing to these Terms, you represent and warrant that you are at least 18 years old.

1.4 Modifications: We reserve the right to modify or replace these Terms at any time. We will provide notice of any material changes to these Terms on our website or through the Service. Your continued use of the Service after any such changes constitutes your acceptance of the new Terms.

1.5 Document Updates: These Terms of Use are reviewed and updated as needed to reflect changes in our services, legal requirements, or business practices. While we will make efforts to notify users of significant changes, it is your responsibility to periodically review these Terms.

2. Definitions

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

2.2 “Content” means any information you upload or post to the Service and any information provided by you to ZPortals in connection with the Service.

2.3 “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.

2.4 “Service” means any software or services provided by ZPortals, including but not limited to all ZPortals owned and operated websites, applications, platforms, products, and codes.

2.5 “Subscriber” means an individual or entity that has subscribed to use the Service.

2.6 “Portal” means a single instance of the ZPortals Service used by a Subscriber.

2.7 “Staging Environment” means a separate instance of the ZPortals Service used for testing and development purposes, not for production use.

3. License and Use of Service

3.1 Grant of License: Subject to these Terms, ZPortals grants you a limited, non-exclusive, non-transferable license to access and use the Service.

3.2 License Scope: Each ZPortals license permits use of the Service for one production Portal and one Staging Environment. Any use beyond this scope requires additional licensing. For clarity:

  • You may operate one primary Portal for production use.
  • You may operate one Staging Environment for testing and development.
  • Additional Portals or environments require separate licenses.

3.3 Restrictions: You shall not: (a) Sublicense, sell, rent, lease, transfer, assign, or distribute the Service to third parties. (b) Modify, adapt, or hack the Service or modify another website to falsely imply association with the Service. (c) Use the Service in any unlawful manner or for any illegal purpose. (d) Use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material. (e) Use the Service to store or transmit material in violation of third-party privacy rights. (f) Interfere with or disrupt the integrity or performance of the Service or third-party data contained therein. (g) Attempt to gain unauthorized access to the Service or its related systems or networks.

3.4 ZPortals Branding: All ZPortals logos, trademarks, and branding elements must remain visible and unaltered within the Service. Removal, hiding, or modification of ZPortals branding is strictly prohibited without prior written permission from ZPortals. To request permission for brand modifications, please contact support@zportals.com.

4. User Responsibilities

4.1 Account Registration: You may need to register for an account to access certain features of the Service. You must provide accurate, current, and complete information during the registration process and keep your account information up-to-date.

4.2 Account Security: You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password. You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

4.3 Content: You are solely responsible for all Content that you upload, post, email, transmit, or otherwise make available via the Service. You represent and warrant that: (a) You have all rights necessary to submit the Content to the Service. (b) None of the Content will violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights, or any other rights of any person or entity. (c) The Content does not contain any viruses, adware, spyware, worms, or other malicious code.

5. Data Protection and Privacy

5.1 Privacy Policy: Your use of the Service is subject to our Privacy Policy, which is incorporated into these Terms by reference. Please review our Privacy Policy, which explains how we collect, use, and disclose information about you.

5.2 Data Processing: To the extent that ZPortals processes any personal data that is subject to the General Data Protection Regulation (GDPR), on the Subscriber’s behalf, in the provision of the Service, the terms of the Data Processing Addendum, which are available at [Insert Link], shall apply and the parties agree to comply with such terms.

5.3 Security: We implement appropriate technical and organizational measures to protect personal data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access.

6. Intellectual Property Rights

6.1 Ownership: ZPortals and its licensors exclusively own all rights, title, and interest in and to the Service, including all associated intellectual property rights. You acknowledge that the Service is protected by copyright, trademark, and other laws of both the United States and foreign countries. You agree not to remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Service.

6.2 License to Your Content: You grant ZPortals a worldwide, non-exclusive, royalty-free license to use, reproduce, modify, adapt, publish, translate, and distribute your Content in any existing or future media. This license is for the sole purpose of enabling ZPortals to provide, improve, promote, and protect the Service.

6.3 Feedback: Any feedback, comments, or suggestions you may provide regarding ZPortals or the Service is entirely voluntary and we will be free to use such feedback, comments, or suggestions as we see fit and without any obligation to you.

7. Payment Terms

7.1 Fees: You agree to pay all fees specified in your order. Except as otherwise specified herein or in an order: (a) Fees are based on Services purchased and not actual usage. (b) Payment obligations are non-cancelable and fees paid are non-refundable. (c) Quantities purchased cannot be decreased during the relevant subscription term.

7.2 Invoicing and Payment: You will provide us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to us. If you provide credit card information to us, you authorize us to charge such credit card for all Services listed in the order for the initial subscription term and any renewal subscription term(s).

7.3 Overdue Charges: If any invoiced amount is not received by us by the due date, then without limiting our rights or remedies, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.

7.4 Taxes: Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with your purchases hereunder.

8. Termination

8.1 Term: The term of this agreement commences on the date you accept it and continues until all subscriptions hereunder have expired or have been terminated.

8.2 Termination for Cause: A party may terminate this agreement for cause: (a) Upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period. (b) Immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

8.3 Refund or Payment upon Termination: If this agreement is terminated by you in accordance with Section 8.2 (Termination for Cause), we will refund you any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. If this agreement is terminated by us in accordance with Section 8.2, you will pay any unpaid fees covering the remainder of the term of all subscriptions. In no event will termination relieve you of your obligation to pay any fees payable to us for the period prior to the effective date of termination.

8.4 Data Portability and Deletion: Upon request by you made within 30 days after the effective date of termination or expiration of this agreement, we will make your Content available to you for export or download. After such 30-day period, we will have no obligation to maintain or provide any of your Content, and will thereafter delete or destroy all copies of your Content in our systems or otherwise in our possession or control, unless legally prohibited.

9. Disclaimer of Warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ZPORTALS DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

10. Limitation of Liability

IN NO EVENT WILL ZPORTALS, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, GOODWILL, USE OR CONTENT) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, NEGLIGENCE OR OTHERWISE, EVEN IF ZPORTALS HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF ZPORTALS AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS, RELATING TO THE SERVICES WILL BE LIMITED TO THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AMOUNTS PAID BY YOU TO ZPORTALS FOR THE PAST THREE MONTHS OF THE SERVICES IN QUESTION. THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE.

11. Indemnification

You agree to indemnify and hold harmless ZPortals, its contractors, and its licensors, and their respective directors, officers, employees, and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Service, including but not limited to your violation of these Terms.

12. Governing Law and Dispute Resolution

12.1 Governing Law: These Terms shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of law provisions.

12.2 Dispute Resolution: Any dispute arising from or relating to the subject matter of these Terms shall be finally settled by arbitration in Pima County, Arizona, using the English language in accordance with the Arbitration Rules and Procedures of JAMS then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with the Arbitration Rules and Procedures of JAMS.

12.3 International Users: If you are accessing or using the Service from regions with laws governing data collection and use that may differ from U.S. law, please note that you are transferring your personal information to the United States. By providing your personal information, you consent to that transfer. We will take all steps reasonably necessary to ensure that your data is treated securely and in accordance with this Agreement.

13. Miscellaneous

13.1 Entire Agreement: These Terms constitute the entire agreement between you and ZPortals regarding the use of the Service, superseding any prior agreements between you and ZPortals relating to your use of the Service.

13.2 Waiver: The failure of ZPortals to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.

13.3 Severability: If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

13.4 Assignment: These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by ZPortals without restriction.

13.5 Amendments: We reserve the right, at our sole discretion, to modify or replace these Terms at any time. We will provide notice of any material changes to these Terms on our website or through the Service. Your continued use of the Service after any such changes constitutes your acceptance of the new Terms.

13.6 Contact Information: If you have any questions about these Terms, please contact us at support@zportals.com.

By using the Service, you acknowledge that you have read and understood these Terms and agree to be bound by them.