Last Update: 30 January 2017
1. Welcome to zenloop!
1.1 Who we are
zenloop (or “we”) is a business-to-business software-as–a-service platform which allows its customers to collect, analyze and “close the loop” on feedback in order to measure and boost loyalty.
1.2 What these Terms do
These Terms of Service (“Terms”) contain the terms under which zenloop will provide our Services to you and describes how the Services may be accessed and used.
2. Some important definitions
Throughout this Agreement, we may use certain words or phrases, and it is important that you understand the meaning of them. The list is not all-encompassing and no definition should be considered binding to the point that it renders this Agreement nonsensical:
“Agreement” means these Terms;
“Customer Data” refers to any proﬁle information, data, and other content or information provided by you to zenloop in connection with your use of our Services;
“Services” means the services that we provide through our Site, including our customer insight and loyalty services;
“Site” means our website, www.zenloop.com, as well as the associated platform;
“Survey Recipient” means any identified or identifiable natural person who is a customer, employee or business contact of yours and who has been or will be contacted by you through our Site;
“Survey Recipient Data” means any personal information relating to a Survey Recipient that you or any of your Survey Recipients provide to zenloop in connection with your use of the Services;
“You” refers to you, the person who is entering into this Agreement with zenloop; If you use our Services on behalf of an organization, you agree to these Terms on behalf of that organization and you represent that you have the authority to do so. In such case, “you” and “your” will refer to that organization.
3. Changes and updates
3.1 Changes to Terms
zenloop may change these Terms at any time for a variety of reasons, such as to reflect changes in applicable law, to reflect updates to our Services, and to account for new Services or functionalities.
Typically, we will not notify you in advance when we modify or update our Terms. However, when you first log in to our Site after such modification or update, we will notify you of the change by electronic means. If you continue to use our Services following such notice, you consent to any such amendment or modification, unless zenloop receives a timely objection from you.
Amendments to these Terms will be effective immediately when posted on our Site. You are responsible for ensuring familiarity with our latest Terms. You can always find the most current version of our Terms at www.zenloop.com/terms.
3.2 Changes to Services
zenloop constantly changes and improves the Services. We may add, alter, or remove functionality from a Service at any time without prior notice, and we may also suspend or discontinue a Service at our discretion. If we discontinue a majority of our Services, or multiple Services that constitute core features of our product, you have the right to terminate this agreement with immediate effect
4. Rules of use
4.1 General compliance
At all times, you may use our Services only in accordance with these Terms, and only in compliance with applicable law.
4.2 Your responsibilities
When you use our Services, you may not:
display, mirror, or frame the Service, any individual element within the Service, the zenloop name, trademark, logo or other proprietary information, or the layout and design of any portion of the Service, without zenloop’ express written consent;
access the Service other than through interfaces provided by zenloop and as otherwise expressly authorized under these Terms;
circumvent any technological measures implemented by zenloop, any of our providers or third parties to protect the Service;
use any robot, spider, site search/retrieval application, or other automated device, process or means to access, retrieve, scrape, or index any portion of zenloop or its content;
rent, lease or sublicense the Services; use zenloop to send unsolicited messages that could be considered spam;
defame, abuse, harass, use threatening practices, threaten or violate the legal rights of others in any other way (such as rights of privacy and publicity);
disseminate or publish content that is unlawful, obscene, illegitimate, defamatory or inappropriate;
violate any other applicable law or regulation;
allow any other person or entity to use your zenloop Account;
encourage or enable any other individual to do any of the activities prohibited in these Terms.
5. Account management
5.1 Keep your password secure
If you have been issued an account by zenloop in connection with your use of our Services, you must ensure that your password is and remains secure. You will be responsible for any activity occurring in your account (other than activity that zenloop performs on a non-customer-specific basis and which is not performed in accordance with your instructions), whether or not you authorized that activity. If you become aware of any unauthorized access to your account, you should notify zenloop immediately.
5.2 Keep your details accurate
In connection with your Subscription, we will occasionally send you notices to the email address that is registered with your account. Please remember to keep your email address and, where applicable, your contact details and payment details current and accurate at all times.
5.3 Remember to backup
You are responsible for maintaining, protecting and making backups of your content. To the extent permitted by applicable law, we will not be liable for any failure to store, or for loss or corruption of, your content.
6. Intellectual property and data
6.1 Ownership of zenloop IP
We (and our licensors or suppliers, as the case may be) own all intellectual property rights and copyrights in zenloop, including all of the content of our Site and Services (such as text, graphics, logos, icons and sound recordings), all software code underlying and forming part of Services, and any improvements, enhancements, modifications or adaptions thereof.
6.2 Ownership in data
Customer Data and Survey Recipient Data will be and will remain your property. zenloop are allowed to use, without limitation, your Customer Data and Survey Recipient Data in aggregate form to create statistical reports, provide and improve our Services, and provide better functionality to our customers.
6.3 Survey Recipient Data
You are responsible for ensuring that (a) any Survey Recipient Data that you provide to us will be collected with the informed consent of your Survey Recipients; (b) you have obtained all necessary rights, releases, and permissions to collect, use and provide such Survey Recipient Data to zenloop; and (c) the collection and use (including in connection with any marketing or advertising) of any Survey Recipient Data by you does not violate any laws or rights of any third party, including without limitation any intellectual property rights, rights of privacy, or rights of publicity, and is not inconsistent with the terms of any applicable privacy policies.
6.4 No liability by zenloop
zenloop takes no responsibility and assumes no liability for any Customer Data or Survey Recipient Data that you or any other user or third party provides, posts, publishes or transmits over our Site or through our Services. You shall be solely responsible for your Customer Data and Survey Recipient Data and the consequences of using, disclosing, or transmitting it, and you agree that zenloop is only acting as a data processor (Auftragsdatenverarbeiter) in relation to any Survey Recipient Data.
6.5 Use of your name and logo
You hereby grant to zenloop a worldwide, non-exclusive, non-transferable, royalty free license to use your name and logo for our marketing and promotional material, including marketing and promotional material featured on our website.
7. Third party applications and sites
7.1 Access to third party applications and sites
Through our Site, we may enable you to access other applications and websites. Even though these applications and websites are accessible through zenloop, they are not owned and controlled by us. Any links to third party websites are provided for convenience only, and the inclusion of any link does not imply that we endorse or verify such websites. Accordingly, we are not responsible or liable for any loss or damage incurred by you as a result of your access to those applications and websites.
7.2 Use of third party applications and sites
Your use of, and access to, third party applications and websites will be governed by their terms and conditions and privacy policies. When accessing a third party website or application, we recommend that you read their terms of service and privacy policies.
8. Fees and payment
8.1 Fees for Services
You agree to pay to zenloop the fees for each Service you purchase or use, in accordance with the pricing and payment terms presented to you for that Service at http://www.zenloop.com/pricing, or agreed with you directly. Where applicable, you will be billed using the billing method you select through your account management page. Unless expressly stated otherwise, all fees and payments are non-refundable.
Our Services are billed on a subscription basis (“Subscriptions”). This means that you will be billed in advance on a recurring, periodical basis. Our billing cycles are monthly or annual, depending on which subscription plan you select when purchasing a Subscription. Your Subscription will automatically renew at the end of each billing cycle, unless you cancel auto-renewal through your account management page.
8.3 Fee changes
zenloop reserves the right to change the fees for our Services at any time without prior notice. Any change in fees will become applicable upon the beginning of the next billing cycle. zenloop will provide you with reasonable prior notice of any change in fees to give you an opportunity to cancel your Subscription before the change becomes effective.
8.4 Trial periods
In the event that zenloop offers a trial period, you will be able to experience, free of charge and for a limited period of time, some of the paid features offered by zenloop. Details of the trial terms will be provided as part of the process of starting a Subscription or using the Service.
Unless expressly stated otherwise, (i) all fees and payments include applicable VAT and (ii) you are responsible for any other taxes and duties applicable to the sale and use of our Services. You will pay zenloop for the Services without any reduction for such taxes and duties. If zenloop is obliged to collect or pay such duties and taxes, these duties and taxes will be invoiced to you, unless you provide zenloop with a valid tax exemption certificate authorized by the appropriate taxing authority providing evidence that no tax should be charged.
9. Cancellation of account
9.1 Cancellation of automatic renewal
You may cancel automatic renewal of your Subscription at any time by changing your preferences through your account management page. If you cancel automatic renewal, zenloop will cancel your account when it runs out. Alternatively, when you cancel automatic renewal, you may want to move onto our freemium plan, and if you do, your account will remain active for as long as you remain on that plan.
9.2 Consequences of cancellation
All of your data and content may be deleted from our systems immediately upon cancellation of your account. This content cannot be recovered once your account is cancelled. We are not liable for any loss or damage following, or as a result of, the cancellation of your account, and it is your responsibility to ensure that any Customer Data which you require is backed-up or replicated before cancellation.
9.3 No transfer or sale of accounts
You agree that you cannot transfer, sell, lease, lend or trade your account without our prior written consent.
10. Suspension and termination
zenloop reserves the right to temporarily or permanently suspend or terminate your account at any time and without notice for any of the following reasons: (i) you have materially or repeatedly breached these Terms; (ii) you fail to comply with these Terms and/or applicable law; (iii) your user behavior violates any third-party rights; (iv) you fail to pay any fees for 30 days past the due date.
11. Limitations of liability
You hereby expressly release and exempt zenloop from any liability, to the extent permitted by applicable law, relating to possible damage or claims of any kind, including direct, indirect, punitive, incidental, special damages related to loss of profits, loss of revenues, loss of data or costs of substitution consequential or anyhow connected to this Agreement.
If, notwithstanding the other provisions of these Terms, zenloop is found to be liable to you for any damage or loss which arises out of or is in any way connected with your use of the Site or our Services, zenloop’ liability shall in no event exceed €100.00. Some jurisdictions do not allow limitations of liability, so the foregoing limitation may not apply to you.
You agree to indemnify and hold zenloop and its subsidiaries, affiliates, officers, directors, agents, co-branders, partners and employees, as the case may be, harmless from and against any claim or demand, including without limitation, reasonable lawyer’s fees and costs, made by any third party due to or arising out of your Customer Data, use of or connection to the Service, violation of these Terms, or violation of any third-party rights.
THE SITE AND THE SERVICES, INCLUDING ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM US OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
14.1 Entire Agreement
You may not assign this Agreement or any rights and obligations hereunder, in whole or in part, to any third party without zenloop’ prior written consent. zenloop may assign its rights and obligations under this Agreement at any time (i) to any affiliate of zenloop and (ii) to any person or entity which acquires the business of zenloop or a material part of its assets.
14.3 Independent contractors
The relationship between you and zenloop is that of independent contractors, and not legal partners, employees, or agents of each other.
If any provision of this Agreement is found to be invalid, ineffective or unenforceable, then the validity, effectiveness and enforceability of the other provisions of this Agreement shall remain unaffected thereby. To the extent permitted by law, any such invalid, ineffective or unenforceable provision shall be deemed replaced by such valid, effective and enforceable provision as most closely reflects the economic intent and purpose of the invalid, ineffective or unenforceable provision.
You may only use the Services if you are not barred under any applicable laws from doing so. If you are located in a country embargoed by Germany or other applicable law from receiving the Services you are not permitted to purchase any Services from zenloop. You will ensure that you do not provide access to the Services to persons or entities on any of the foregoing lists.
15. Governing law and jurisdiction
15.1 Governing law
This Agreement shall be governed and construed in accordance with Swiss law.
Any dispute that may arise out of or in connection with this Agreement shall be exclusively submitted to the courts of Berlin. To this end, the parties expressly renounce their own jurisdiction and submit to the jurisdiction of the courts of Berlin.
16. Specific terms for German customers
If you are, at the time of concluding this Agreement with us, a resident of the Federal Republic of Germany, then instead of or in addition to the governing law set forth in Section 15.1, German law may apply. In such case, instead of Sections 11, 12 and 13, the following provision shall apply:
zenloop liability to you for damages caused by slight negligence will, irrespective of its legal ground, be limited as follows: (a) zenloop will be liable up to the amount of foreseeable damages typical for this type of contract for a breach of material contractual obligations; and (b) zenloop shall not be liable for a breach of any non-material contractual obligations nor for the slightly negligent breach of any other applicable duty of care. The foregoing limitations of liability, as well as any other limitations of liability contained in these Terms, will not apply to any mandatory statutory liability, in particular to liability under the German Product Liability Act (Produkthaftungsgesetz), and liability for culpably caused personal injuries. Additionally, such limitations of liability will not apply if and to the extent that zenloop has assumed a specific guarantee. The foregoing shall apply accordingly to zenloop’ liability to you for futile expenses. You are obliged to take adequate measures to avert and reduce damages.