Terms of Service
VER 1.6 – UPDATED 7/01/2021
Welcome Zola Suite users! This Terms of Service agreement (the “Agreement”) governs use and access to the services (“Services”) provided by Abacus Data Systems, Inc. (“Abacus”, or “we” or “us”) to you the Subscriber (“Subscriber” or “you”). By using our Services, you agree to be bound by this Agreement.
“Administrative User” refers to you, the Subscriber and any other user authorized by you to designate additional users of the Service.
“Affiliates” refers to the wholly owned subsidiaries of Abacus located in the United States, Canada and the United Kingdom, that may in some capacity provide the Services.
“Plan” refers to a specific package of services purchased on a subscription basis by Subscriber at a particular price per user, as set forth during the signup process.
“Service” or “Zola Suite” refers to the Zola Suite software applications or services.
“Subscriber” refers to you, the purchaser of the Service, including your agents, representatives, independent contractors, employees or any other persons with authority to act on your behalf.
2. Your Obligations and Access to Accounts
You are responsible for the use of the Service by all authorized users under your account. All authorized users must use the Service in compliance with this Agreement.
Our Service may not be accessed or used for any of the following purposes:
- Sending or storing any unlawful material, malicious software or viruses or any other activity which
- may interfere with or disrupt our Service
- Probing and scan the vulnerability of our systems
- Attempting to circumvent any of our security or authentication measures
- Sending unsolicited communications or spam
- Spoofing or impersonating anyone
- Violating the privacy or infringing upon the rights of others
Furthermore, extraction of content via programmatic, robotic or any other automated means is not permitted.
Data that you upload or enter into Zola Suite is deemed strictly confidential. We claim no ownership rights in such data and we won’t use it or disclose it to anyone, except as set forth in this Agreement, such as to address technical and support issues (with your consent) or for Legal Compliance (see below).
We employ industry-standard best practices for storing and transmitting your content to protect its integrity and safeguard it against unauthorized use or access.
While we are committed to protecting the privacy of your data, we reserve the right to comply with certain requests for information such as valid search warrants, court orders or subpoenas to the extent we are required to do so in the United States by federal, state or local authorities. In such cases, we will make commercially and legally reasonable efforts to narrowly interpret the scope of such requests in order to minimize the disclosure of your information.
Upon receiving a request for disclosure of your data by authorities, we will expeditiously inform you in writing (so long as such disclosure is permitted by law) so that you may undertake measures to contest the request for disclosure.
You grant us only the limited rights with respect to your data that are reasonably necessary for us to offer the Service. This permission also extends to trusted third parties we work with to offer the Service such as Amazon Web Services and other remote computing services. Additionally, you grant us permission to generate and publish aggregate, anonymized reports on system usage and content trends provided they do not conflict with any confidentiality provisions of this Section.
We may use any feedback, comments, or suggestions that you submit to us and incorporate, in whole or modified form, into our products and services
We may include your organization’s name in a list of Abacus customers on the Zola Suite and/or other Abacus websites or in promotional materials.
4. Fees & Payment
Abacus reserves the right to modify its Fees upon providing Subscriber with at least sixty (60) days’ prior notice, though an increase in Fees, if any, will not exceed 5% per year. If Subscriber has enrolled in a multi-month plan, Fees for that plan will not be subject to an increase until the end of the plan period.
This Agreement will remain in effect until your subscription to the Service expires or terminates, or until the Agreement is terminated.
You will be charged on each periodic renewal period using the payment method you provided. You’re responsible for any applicable sales taxes, and we’ll charge sales tax if required to do so. If you cancel your subscription prior to the expiration of any trial period, you will not be charged for your use of the Service during the trial period.
You may cancel your subscription at any time by contacting our client service team over the telephone so we can verify your request and provide you with additional information about our data retention policies. Please note that we do not offer refunds, including partial refunds. If an account is cancelled, we will provide you with the opportunity to access your core data for up to 90 days from the date of cancellation.
Notwithstanding anything in this Agreement, if there is a security emergency, we may suspend use of the Service.
If you or any user on your account violates this Agreement or otherwise uses the Service in a manner that Abacus reasonably believes will cause it liability, then we may terminate your account. If an account is terminated, we will provide you with the opportunity to access your core data for up to 90 days from the date of termination.
The following sections will survive expiration or termination of this Agreement: Confidentiality, Fees Payment, Termination, Indemnification, Disclaimers & Limitation of Liability and Miscellaneous.
You will indemnify, defend, and hold Abacus and its Affiliates harmless from and against all liabilities, damages, and costs (including cost of settlement and reasonable attorneys’ fees) arising out of any claim by a third party against us and our affiliates regarding your data and use of the Service in violation of this Agreement.
We will indemnify, defend, and hold you harmless from and against all liabilities, damages, and costs (including cost of settlement and reasonable attorneys’ fees) arising out of any claim by a third party against you to the extent based on an allegation that our technology infringes or misappropriates any copyright, trade secret, United States patent, or trademark right of the third party. In no event will we have any obligations or liability under this section arising from: use of any Service in a modified form or in combination with services not provided by us or any content provided by you or other third parties.
The party requesting indemnification will promptly inform the other of the claim and cooperate with the other party in defending the claim. The indemnifying party will have full control and authority over the defense, except that: any settlement requiring the party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed and (ii) the other party may join in the defense with its own attorney(s) so long as they cover the underlying expense. THE INDEMNITIES SET FORTH ABOVE ARE THE ONLY REMEDY FOR EITHER YOU OR US UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
7. Disclaimers & Limitation of Liability
THE SERVICE IS PROVIDED “AS IS.” TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER YOU OR US, INCLUDING OUR AFFILIATES, SUPPLIERS, AND STRATEGIC PARTNERS MAKE ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR USE. SUBSCRIBER IS RESPONSIBLE FOR MAINTAINING AND BACKING UP ANY STORED DATA.
TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR YOUR INDEMNIFICATION OBLIGATIONS, NEITHER PARTY WILL BE LIABLE UNDER THIS AGREEMENT FOR (I) INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR (II) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
ABACUS AND ITS AFFILIATES AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE GREATER OF $20,000 OR THE AMOUNT PAID BY YOU FOR THE USE OF THE SERVICE DURING THE TWO YEARS PRIOR TO THE EVENT GIVING RISE TO ANY LIABILITY.
WE DO NOT MAKE ANY REPRESENTATION THAT YOUR USE OF THE SERVICES WILL COMPLY WITH ANY LEGAL REQUIREMENTS IN A PARTICULAR JURISDICTION. SUBSCRIBERS ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER USE OF THE SERVICES IS IN ACCORDANCE WITH THE LAWS AND REGULATIONS OF ANY JURISDICTION TO WHICH THEY ARE SUBJECT.
Both you and Abacus agree to resolve any claims relating to this Agreement or the Service through final and binding arbitration, except as set forth below. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be held in Nassau County, New York.
Either party may bring a lawsuit in the federal or state courts of New York solely for injunctive relief to stop unauthorized use or abuse of the Service or infringement of Intellectual Property Rights without first engaging in the informal dispute notice process described above. You consent to venue and personal jurisdiction there.
You may only resolve disputes with Abacus on an individual basis and will not bring a claim in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.
Modification of Terms
We may revise this Agreement from time to time and the most current version will always be posted on the Zola Suite website. If a revision, in our sole discretion, is material, we will notify you (by, for example, sending an email to the email address associated with the applicable account). Other revisions may be posted to Zola Suite’s terms page, and you are responsible for checking such postings regularly. By continuing to access or use the Service after revisions become effective, you agree to be bound by the revised Agreement. If you do not agree to the revised Agreement terms, you may terminate the Service within 30 days of receiving notice of the change.
This Agreement, including your invoice and signup form, constitutes the entire agreement between you and Abacus with respect to the subject matter of this Agreement and supersedes and replaces any prior or contemporaneous understandings and agreements, whether written or oral, with respect to the subject matter of this Agreement. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the invoice, the order form, the Agreement.
THE AGREEMENT WILL BE GOVERNED BY NEW YORK LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES.
Unenforceable provisions will be modified to reflect the parties’ intention and only to the extent necessary to make them enforceable, and the remaining provisions of the Agreement will remain in full effect.
Notices must be sent via means where there is a return receipt service or equivalent is provided by the courier and are deemed given when received. Notices to you may also be sent to the applicable account email address and are deemed given when sent. Notices to us must be sent to: Abacus Data Systems, Inc., Attention: General Counsel, 4850 Eastgate Mall, San Diego, CA 92121.
Waiver. A waiver of any default is not a waiver of any subsequent default.
You may not assign or transfer this Agreement or any rights or obligations under this Agreement without the written consent from us.
Abacus may not assign this Agreement without providing notice to you, except we may assign this Agreement or any rights or obligations under this Agreement to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without providing notice. Any other attempt to transfer or assign is void.
Your use of the Service in no way implies a legal partnership or agency relationship. We are solely independent contractors.
Except for payment obligations, neither Abacus nor you will be liable for inadequate performance to the extent caused by a condition that was beyond the party’s reasonable control (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance).
Google User Data
Users have the option to import or sync Google user data such as Emails, Calendars, Contacts and or Documents. Abacus requests the following Google user data to provide a seamless integration between the Google Platform and Zola Suite. Our integrations allow Google Email, Calendar, Contact and or Document information to be accessed through Zola Suite. Google Activity will also be requested to keep track of the changes made to the user’s Google Account through the above integrations. Your Google password will not be saved as Abacus does not have access to this data. All data will be sent/received using OAuth 2.0 protocol.