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Book a DemoService Agreement for ZippyAssist
Version 20240312
This 6L Service Agreement for ZippyAssist (the "Agreement") is entered into by and between the entity signing up for services provided by 6L Inc, a California corporation with offices at 74 W Neal Street, Suite 203, Pleasanton, CA 94566 ("6L"), referred to herein as "Subscriber," and 6L. For the purposes of this Agreement, a "Subscriber" is defined as any entity that signs up for services offered by 6L, thereby entering into this Agreement. Each of 6L and the Subscriber is a "Party" and, collectively, they are the "Parties" to this Agreement."
This Agreement becomes effective upon the date the Subscriber signs up for services provided by 6L and accepts these terms ("Effective Date"). The Agreement will continue in effect until terminated by either party in accordance with the provisions in the “Termination” section below.
6L provides the ZippyAssist software to customers under a subscription model (Software-as-a-Service).
6L provides a variety of Plans as part of the ZippyAssist subscription services, tailored to meet the diverse needs of our Subscribers. These Plans offer a selection of customizable service options, subject to availability, allowing Subscribers to tailor their subscription according to their specific requirements. Detailed descriptions of the service options, deliverables, and any optional add-ons available for each Plan can be found at the Subscriber's ZippyAssist dashboard. We strongly encourage Subscribers to examine these plan descriptions and add-on options thoroughly to gain a comprehensive understanding of the services included in their subscription, as well as any additional services they may choose to incorporate into their plan.
The Subscriber agrees to compensate 6L for the subscription plans, add-ons, and services provided as per the terms and conditions of this Agreement. The Subscriber is liable for all payments associated with their subscription, including but not limited to monthly subscription fees, fees for optional add-ons, and any other charges for services rendered by 6L as part of the subscription plan selected by the Subscriber.
Payment for the services shall be made according to the pricing detailed in the Subscriber's dashboard under the subscription section, which outlines the costs associated with their specific subscription plan and any selected add-ons. 6L is authorized to charge the Subscriber's credit card on file for all such payments due. The Subscriber hereby provides 6L with ongoing authorization to charge the Subscriber's credit card for any and all payments associated with the Subscriber's account.
In the event that a credit card charge is declined or otherwise cannot be processed, the Subscriber remains responsible for the payment owed. 6L reserves the right to pursue payment through alternative means, including but not limited to issuing invoices for immediate payment, engaging collection agencies, or pursuing legal action to collect the unpaid amount.
Subscribers may cancel their subscription at any time; however, cancellation will take effect at the end of the current billing period, and the Subscriber is liable for all charges incurred until cancellation becomes effective. No refunds will be provided for any subscription fees or charges already incurred.
6L reserves the right to modify the pricing of any plans and add-ons at any time. Any changes to pricing will be communicated to the Subscriber through the email associated with their account or displayed within their dashboard.
Subscriber agrees to pay the monthly subscription fees based on the pricing of the selected plan and any chosen add-ons. 6L will invoice the Subscriber monthly, starting from the service commencement date and on each monthly anniversary thereafter until the subscription is canceled. Payment of undisputed invoice amounts is due within fourteen (14) days of receipt of the invoice by the Subscriber.
Any revisions, additions, or re-design requests not specified in this document shall be considered "additional" and will require a separate agreement and payment terms. 6L shall advise Subscriber on any requested work that is considered additional.
Subscriber agrees and understands that the Service is hosted in a server environment used by other customers of the Service. It is possible that, for reasons outside of the control of 6L, the server may stop operating. Subscriber agrees that 6L shall not be responsible for such failures of service, or any damages to the Subscriber arising out of such failure of service.
6L endeavors to make Business to Consumer products accessible with careful observance of WCAG 2.1 standards but provides no warranty or guarantee of compliance with those standards nor make any claims as to suitability for purposes of compliance with regulations including ADA. 6L shall not be held liable or responsible for website accessibility lawsuits should they occur.
All work and products are retained by 6L, including any electronic rights or usage, and including, but not limited to, all rights in electronic files, texts, comps or other preliminary materials, unless otherwise agreed in writing between the Subscriber and 6L.
Subscriber guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork provided by Subscriber to 6L for inclusion in Services and/or Deliverables are owned by the Subscriber, or that Subscriber has received permission from the rightful owner(s) to use each of the elements; and Subscriber will hold harmless, protect, defend and indemnify 6L and its subcontractors from any claim, lawsuit, government inquiry, other legal proceeding and liability arising from the use of such elements.
Subscriber agrees to hold harmless and to indemnify 6L for any and all damages directly, or indirectly, resulting from the implementation of any third-party software, video, live chats, or other duplication of content provided by Subscriber and that may be in violation of intellectual property laws. Indemnification shall include, but not be limited to, loss of profits, fines, attorney fees, and consequential damages.
Confidential Information includes any of Subscriber’s and 6L’s (collectively “the Parties’”) information as to its respective proprietary products, processes, methodologies and quality control procedures if such information is specifically identified orally or in writing as Confidential; the identity of each of Subscriber’s and 6L’s customers, users, employees, third-party contractors and agents; and all information and data from and about Subscriber’s and 6L’s customers, users, employees, third-party contractors, and agents, whether or not specifically identified by a disclosing party as Confidential. The form of Confidential Information is irrelevant. Information regarding this Agreement, and the Work Orders between the parties will be considered Confidential Information, whether transmitted, seen, or heard by a disclosing or receiving Party in written form, orally, via computerized transaction, by inspection or demonstration, or by any other means.
Each party agrees to keep Confidential Information confidential and not to use such information except as authorized by this Agreement or otherwise authorized by the other Party to this Agreement, and to accord such information the same standards and protections that it uses to protect its own confidential business information.
Upon request of the disclosing party or upon the expiration or any earlier termination of this Agreement, all materials containing Confidential Information will be destroyed or returned to the disclosing Party and the receiving Party will not retain any copies or reproductions of the Confidential Information unless required by law.
The Parties agree to be responsible for any damages or loss caused by the other Parties’ breach of the Confidentiality terms.
Neither Party acquires any intellectual property rights from the other Party under this Agreement, except for the restricted right to use the other Party’s Confidential Information for the express, limited purposes described in this Agreement.
6L makes all efforts to comply with the provisions of applicable United States federal and state privacy and cybersecurity laws and regulations as well as “in-country” laws and regulations in other countries where Subscriber does business. 6L maintains processes and procedures that ensure a reasonable level of security appropriate to the harm that might result from unauthorized or unlawful processing loss, destruction of, or damage to, Personal Information. Such measures include, without limitation:
Either party may terminate this Agreement for the other party’s material breach of this Agreement if the other party fails to cure such breach within thirty (30) calendar days after written notice specifying the breach. Termination under this section is effective on receipt of written notice that the breach was deemed not cured.
Subscribers have the right to cancel their subscription at any time. However, it is important to note that canceling the subscription does not absolve the Subscriber of any outstanding obligations specified under the 'Payment' section of this Agreement.
A party may terminate this Agreement effective immediately if the other party (i) becomes insolvent or bankrupt, or unable to pay its debts as they mature, or makes an assignment for the benefit of its creditors or applies for or consents to the appointment of a trustee or receiver for the major part of such party’s assets; or (ii) if bankruptcy, reorganization arrangements, insolvency, or liquidation proceedings or other proceedings for relief under the bankruptcy law for the relief of debtors are instituted by or against such party, or consented to, and are not dismissed, stayed, or nullified within sixty (60) calendar days after such institution. Upon default, the non-defaulting party may terminate this Agreement upon 10 calendar days prior written notice to the defaulting party and may pursue any other remedy available at law or in equity, except in the event of default pursuant to subsection (b) or subsection (c) of the first sentence of this Paragraph, in which case, this Agreement may be terminated immediately.
The provisions of this Agreement relating to Confidential Information, ownership, and such other provisions that by their terms or sense and context are intended to survive the termination of this Agreement or a Work Order under it will survive termination.
Neither party will be liable for any failure to perform or delay in performance due to unforeseen circumstances or causes beyond the party’s reasonable control, including, but not limited to, acts of God, war, riot, embargoes, acts of civil or military authorities, earthquakes, fire, flood, accident, strikes or pandemic. Time for performance will be extended by force majeure, provided that a party uses reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible.
6L warrants that all services will be performed in a timely and professional manner by qualified personnel, in accordance with applicable professional standards. 6L further warrants that Services and/or Deliverables, when used as intended under this Agreement and in accordance with the instructions in relevant documentation, will operate substantially as described. 6L does not warrant that use of the Services and/or Deliverables will be error-free or uninterrupted.
In the event that Subscriber is dissatisfied with work provided by 6L it will provide 15 days’ written notice to 6L to cure any concerns of non-performing work. This warranty is void if Subscriber makes or has any third-party make any modifications or causes damages to any Services and/or Deliverables. This Warranty is void in the event of non-payment by Subscriber.
Subscriber will indemnify, defend, and hold 6L harmless from any and all third-party damages, claims, proceedings, lawsuits, settlements, damages, expenses (including reasonable attorney fees), and other liabilities of any kind, as incurred, arising from (1) any violation of applicable law by Subscriber or (2) any security breach or unauthorized access to data caused by the exploitation of a weakness in Subscriber’s and/or a third-party’s hosting platform network or systems security.
THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, BY 6L, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE.
Subscribers are afforded the capability to customize and configure features and wording within ZippyAssist, including adjustments to service features, selection of add-ons, and the personalization of wording for end-user interactions. This privilege extends to customizations made on the basis of suggestions, recommendations, or encouragement provided by 6L.
It is crucial for Subscribers to acknowledge that regardless of whether modifications are made independently or following 6L’s guidance, all customizations are undertaken at the Subscriber's own risk. Subscribers assume complete responsibility for the implementation and consequences of such customizations. This responsibility encompasses ensuring compliance of all personalized content, such as privacy statements and terms of use directed at end users, with relevant legal and regulatory standards. Moreover, Subscribers bear full accountability for the accuracy, legality, and propriety of the customized content.
6L advises Subscribers to proceed with caution and thorough consideration when implementing customizations, highlighting that the Subscriber retains sole responsibility for any and all direct or indirect outcomes that may ensue. This accountability holds true even for changes made in response to 6L’s suggestions or encouragement. 6L disclaims any liability for issues, complaints, or legal challenges that emerge as a result of Subscriber-initiated customizations, including those adopted based on 6L’s advice.
The Subscriber is afforded the opportunity to provide their own Privacy Statement and Terms of Use documentation applicable to the end users (the Subscriber's customers and consumers) of ZippyAssist. It is the responsibility of the Subscriber to ensure that any such documentation provided is accurate, complete, and compliant with applicable laws and regulations.
In the event the Subscriber does not provide their own Privacy Statement and Terms of Use, 6L will supply default wording for use. This default wording is provided "as is" and without any warranty, express or implied. 6L disclaims all responsibility and liability for the content, accuracy, or compliance of such provided documentation.
The Subscriber expressly agrees to assume all risk and liability arising from or related to the use of the provided Privacy Statement and Terms of Use, whether provided by the Subscriber or by 6L. The Subscriber agrees to indemnify, defend, and hold harmless 6L from any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to the Subscriber's provision, or failure to provide, accurate and compliant Privacy Statement and Terms of Use documentation, or arising from the end users' use of such documentation.
THE SUBSCRIBER ACKNOWLEDGES AND AGREES TO THESE TERMS, RECOGNIZING THE IMPORTANCE OF PROVIDING ACCURATE AND LAWFUL PRIVACY STATEMENTS AND TERMS OF USE TO THEIR END USERS AND ACCEPTING THE RESPONSIBILITIES ASSOCIATED WITH SUCH PROVISION.
In the event data is not being received from the Service, it is Subscriber’s responsibility to contact and inform 6L immediately.
Any dispute arising out of this Agreement will be settled by arbitration and administered by the American Arbitration Association. The venue for the arbitration will be in Pleasanton, California, via video conference. The parties understand the arbitration is final and binding and that they are waiving certain important rights to other resolution processes (e.g., court action or an administrative proceeding).
To the extent that a dispute does not terminate the relationship of the parties they will continue to be bound by the performance obligations of this Agreement while the pending dispute is being resolved.
This Agreement shall be binding upon the parties, their heirs, successors, assigns, and personal representatives. This Agreement constitutes the entire understanding of the parties. Its terms can be modified only by an instrument in writing signed by both parties. This Agreement shall be governed by the laws of the State of California.
The descriptive headings in this Agreement are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. The parties to this Agreement do not intend that any other person will obtain any rights as third-party beneficiaries of this Agreement. This Agreement may not be construed in favor of or against any party and is the result of bilateral negotiations and drafting.
If any term or provision of this Agreement is determined to be invalid or unenforceable to any extent, the parties intend to enforce the provisions to the extent it is enforceable, and that the remainder of this Agreement should not be affected thereby, and that each term and provision of the Agreement be enforced to the fullest extent permitted by law.
Each party represents that it has full power and authority to enter into this Agreement and to carry out its obligations under it.
This Agreement may be separately executed in counterparts, which taken together will constitute a single unified Agreement.
6L Inc. • www.zippyassist.com • PO Box 1916, Pleasanton, CA 94566
HQ’ed in California. Designed and built in Aotearoa New Zealand.
© 6L Inc. .