ZOLO | Terms of Services

Terms of Service

About ZOLO

The services provided by ZOLO PTE LTD and/or its subsidiaries and affiliates (“Company”, “ZOLO”, “ZOLO Entities”, “we”, “us”, or “our”) consist of an omnichannel digital platform (“Platform”, “ZOLO App”, “Software”, or “Service”) that allows our customers to store, manipulate, analyze and transfer messages, emails and files between their customers and their business systems, as well as other services and tools offered by us from time to time which our customers have selected (and which may be subject to supplemental terms) (“Services”). A “Customer” (or “you”) is an entity or individual with whom ZOLO has an agreement to provide the Services.

About the Terms

These Terms of Service (this “Agreement”) is an agreement between the Customer and ZOLO (each as a “Party” and collectively as the “Parties”) and is entered by the Parties on the date that Customer signs up for a ZOLO account (the “ZOLO Account”) on ZOLO App or the date of the service agreement.

If the Customer registers for a ZOLO Account or enters into a service agreement with ZOLO, the Customer acknowledges the understanding of the Terms of Service as well as represents and warrants to ZOLO that the Customer has the necessary capacity to enter this Agreement or the person entering this Agreement has the necessary capacity and authority to enter this Agreement on behalf of the Customer.

By using any element of the Platform, the Customer acknowledges that the Customer has read, accepts and agrees to be bound by and comply with the terms and conditions set out in this Agreement. If the Customer does not accept and does not agree to be bound by this Agreement, the Customer must immediately cease any further use of the Platform, including use of any part thereof.

ZOLO may modify this Agreement at any time, and such modifications shall be effective immediately upon posting of the modified agreement on the site (“ZOLO Website”). Your continued use of the Service confirms your acceptance of the Agreement, as amended. If you do not agree to the Agreement, as amended, you must stop using the Service. Please review our Terms of Service from time to time.

Section 1: Definitions

1.1. Customer Data: as defined in Clause 3.1(A), which constitutes Proprietary Information of the Customer.

1.2. Derived Information: as defined in Clause 3.6.

1.3. Fees: as defined in Clause 4.1.

1.4. Intellectual Property Rights: patents, rights to inventions, copyright and related rights, all other rights in the nature of copyright, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use and protect the confidentiality of confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

1.5. Proprietary Information: Customer Data and ZOLO Data.

1.6. Software: the software named ZOLO App, and all updates, upgrades, releases, and versions thereof, including:

(A) the source code and object code; and

(B) all other works or material recorded or embodied in the software, including the audio or visual content in any screen displays in the user interface

1.7. Software Documentation: all and any documentation (whether in human or machine-readable form) relating to the Software, including all:

(A) operating manuals, user instruction manuals, and training materials; and

(B) documents associated with the creation, design, development, or modification of the Software, including technical or functional specifications, flow charts, algorithms, architectural diagrams, data models, build instructions, testing or configuration documentation, and technical data.

1.8. Term: the term of subscription that commences on the Effective Date and continues to be in effect until the Customer's subscription has been terminated in accordance with the terms of this Agreement. For greater certainty, if the Customer has subscribed to an ongoing subscription, then such subscription will automatically renew at its expiry for the same period of time, at the then-current subscription rate described on the ZOLO Website at the time of renewal.

1.9. Third Party Platforms: any third-party platform that may be used by ZOLO to transmit and receive messages, emails and files, including but not limited to WhatsApp, Outlook, Gmail and other platforms that ZOLO may support now and in the future.

1.10. ZOLO Data: as defined in Clause 3.1(B), which constitutes Proprietary Information of ZOLO.

1.11. ZOLO Website: any websites used by ZOLO to provide the Services, including the website located at https://zomolart.co and https://app.sayzolo.com.

Section 2: Customer’s Undertakings

2.1. The Customer shall comply with ZOLO’s published terms, policies, and all applicable laws and regulations in using the Services provided such terms and policies made known to the Customer.

2.2. The Customer shall obtain and maintain any equipment and ancillary services necessary to connect to, access, or otherwise use the Services (including any necessary servers, web servers, network, modems, hardware, software and operating systems).

2.3. The Customer shall maintain the security of its ZOLO Account(s) for using the Services, including the password(s) to such account(s) and all information contained in such account(s).

2.4. The Customer shall not, directly or indirectly:

(A) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or any underlying structure, ideas, know-how, or algorithms relevant to the Services or any part of the Software;

(B) modify, translate, or create derivative works based on the Services or any part of the Software;

(D) use the Services or any part of the Software for the benefit of a third party; or

(E) breach the terms of this Agreement or any applicable laws or regulations.

2.5. The Customer acknowledges and agrees that ZOLO may, although has no obligation to do so, monitor the Customer's use of the Services and may prohibit any use of the Services where ZOLO believes that such use is or may be in breach of this Agreement.

Section 3: Proprietary Information

3.1. The Parties acknowledge that, to enable the provision of the Services:

(A) the Customer has disclosed or may disclose information or data (including information regarding the business, management, or structure of the Customer) to ZOLO which is not public knowledge (“Customer Data”); and

(B) ZOLO has provided the Software Documentation to the Customer and has disclosed or may disclose other information or data (including any information regarding existing or planned features, functionality, and performance of the Software) to the Customer which is not public knowledge ("ZOLO Data”).

3.2. Customer Data belongs to the Customer. The Customer owns all rights (including all Intellectual Property Rights), title, and interest in and to the Customer Data.

3.3. ZOLO Data belongs to ZOLO. ZOLO owns all rights (including all Intellectual Property Rights), title, and interest in and to ZOLO Data, as well as all or any improvements, enhancements, or modifications to the Software, and any applications, inventions, or other technology developed in connection with the Software.

3.4. Each Party agrees to take reasonable precautions to protect and keep confidential the Proprietary Information of the other Party and not to use (except in performance of the Services or otherwise consented to by the other Party) or disclose the Proprietary Information to any third party.

3.5. The obligation under this clause shall not apply in respect of any Proprietary Information that;

(A) is or becomes generally available to the public;

(B) was disclosed to the Party by a third party without restriction; or

3.6. For the avoidance of doubt, ZOLO has the right to collect and analyze any data and information relating to the provision, use, and performance of various aspects of the Software and related systems and technologies, including any data or information of or derived from the Customer’s use of the Services (“Derived Information”). ZOLO is free to, without any license or permission from the Customer and without paying any fees or payment to the Customer:

(A) use any Derived Information to improve and enhance the Services and for other development, diagnostic, and remedial purposes in connection with the Services and other offerings by ZOLO; and

(B) disclose such data solely in aggregate or in unidentifiable form.

This clause is in compliance with the Personal Data Protection Act 2012 (“PDPA 2012”), and ZOLO will ensure that any Derived Information is processed and stored in accordance with the applicable requirements under the PDPA 2012, including but not limited to obtaining necessary consents and ensuring that any personal data is anonymized before disclosure.

Section 4: Payment of Fees

4.1. The Customer shall pay to ZOLO the applicable Fees described on the ZOLO Website or the relevant service agreement during the Term in accordance with the payment terms set out herein.

4.2. The Customer shall pay the Fees in a timely manner and in accordance with the payment terms of ZOLO, which forms part of this Agreement.

4.3. The Customer shall settle any invoice sent by ZOLO within fifteen (15) calendar days (without deductions) from the date of invoice.

4.4. The first invoiced month starts with the subscription start date.

4.5. Failure to pay any Fees for more than fifteen (15) calendar days after the due date will constitute a material breach of this Agreement where ZOLO has the right to limit or block access to the ZOLO App.

4.6. If the Customer's use of the Services exceeds the level of services included in the subscription plan, the Customer shall be billed for the additional usage and the Customer agrees to pay the additional fees in such manner as instructed by ZOLO.

4.7. If the Customer requests for any significantly new feature, functionality or customization including ERP Integration, ZOLO shall quote the Customer the additional costs associated with those requests.

4.8. Any enquiries on billing (including incorrect billing) should be directed to the customer support department of ZOLO.

Section 5: Duration and Termination

5.1. Either Party may terminate this Agreement at any time by giving the other Party ninety (90) days written notice without cause, unless otherwise specified in a service agreement.

5.2. All clauses of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

Section 6: Warranty and Disclaimer

6.1. Each Party warrants that it has full power and authority to enter into this Agreement.

6.2. ZOLO warrants that it shall use best efforts that are consistent with prevailing industry standards in providing the Services.

6.3. ZOLO does not warrant that the Services and/or the Software will be uninterrupted or error free, nor does it make any warranty as to the results that may be obtained from use of the Services. The Services and the Software are provided on an “as is” basis and ZOLO disclaims all warranties, express or implied, including any implied warranties of merchantability or fitness for any particular purpose and non-infringement.

6.4. ZOLO shall respond to any problems about the Services detected by ZOLO and/or reported by the Customer in accordance with the SLA.

Section 7: Limitation of Liabilities

7.1. To the fullest extent permitted by law, ZOLO and its holding company(ies), subsidiaries, affiliates, directors, officers, employees, agents, representatives, partners, licensors, and suppliers (including all equipment and technology suppliers) (collectively the “ZOLO Entities”) will not be liable or responsible for:

(A) any error or interruption of use or for any inaccuracy or corruption of data, nor any cost of procurement of substitute goods, services, or technology;

(B) any indirect, special, incidental, punitive, exemplary, or consequential losses or damages;

(D) any matters beyond the reasonable control of ZOLO.

7.2. ZOLO Entities liabilities in connection with or arising out of the provision of the Services are limited to the fees (if any) the Customer has paid to ZOLO for the Services in the three (3) months prior to the act that gave rise to such liabilities whether or not the Supplier has been advised of the possibility of such damages.

Section 8: Waiver

8.1. No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

Section 9: Severance

9.1. If any provision of this Agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification to or deletion of a provision under this clause shall not affect the validity and enforceability of the rest of this Agreement.

9.2. If any provision of this Agreement is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid, and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

Section 10: Notices

10.1. All notices required or permitted by this Agreement shall be in writing and in the English language and shall be sent to the recipient by hand, by courier, by registered post, or by email at its address set out above (or such other address as notified by the recipient to other parties from time to time), or as otherwise directed by the recipient by notice given in accordance with this clause.

10.2. Notices shall be deemed to have been duly given and received:

(A) if delivered by hand or sent by courier, notice will be deemed given on the date of receipt;

(B) if sent by registered post to an address in the same country, on the second (2nd) business day after posting; or if sent to an address not in the same country, on the fifth (5th) business day after posting; or

(C) if sent by email, one (1) hour after the email is sent (unless a return email is received by the sender within that period stating that the addressee’s email address is wrong or that the message cannot be delivered).

Section 11: Entire Agreement

11.1. This Agreement constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them, whether written or oral, relating to its subject matter.

11.2. Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance, or warranty that is not set out in this Agreement.

Section 12: Variation

12.1. No variation of this Agreement shall be effective unless it is in writing and signed by the duly authorized representatives of the Parties.

Section 13: Counterparts

13.1. This Agreement may be signed in any number of counterparts, each of which when signed will be deemed an original, and such counterparts shall together constitute one in the same instrument.

Section 14: Right of the Third Parties

14.1. The provisions of the Contracts (Rights of Third Parties) Act 2001 do not apply to this Agreement. No person who is not a party to this Agreement (whether or not such person is named, referred to, or otherwise identified, or form part of a class of persons so named, referred to, or identified in this Agreement) shall have any right under the Contracts (Rights of Third Parties) Act 2001 to enforce this Agreement or to enjoy the benefit of any term of this Agreement.

Section 15: Transfer, Assignment or Novation

15.1. Neither Party may transfer, assign, or novate its rights and obligations under this Agreement to any other party, without the prior written consent.

Section 16: Force Majeure

16.1. Neither Party shall be liable to the other Party or deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of its obligations required by this Agreement if the delay or failure is beyond that Party’s reasonable control (“Force Majeure”). If a Party incurs Force Majeure conditions that will result in its non-performance, it shall be entitled to terminate this Agreement by giving three (3) business days prior written notice of termination to the other Party. Neither Party shall owe to the other Party any damages, fees, or reimbursement as a result of such termination or non-performance under this Agreement.

Section 17: Governing Law

17.1. This Agreement shall be governed by and construed in accordance with the laws of Singapore and the Parties hereby irrevocably submit to the exclusive jurisdiction of courts of Singapore.