Terms&Conditions

2.1. Services and content are subject to usage limits, including, for example, the quantities. Unless otherwise specified, (a) a quantity refers to Users, and the Service or content may not be accessed by more than that number of Users, (b) a User’s password may not be shared with any other individual, and (c) except otherwise provided for, a User identification may only be reassigned to a new individual replacing one who will no longer use the Service or content. If You exceed a contractual usage limit, We may work with You to seek to reduce Your usage so that it conforms to that limit. If, notwithstanding Our efforts, You are unable or unwilling to abide by a contractual usage limit, You will subscribe for additional quantities of the applicable Services or content promptly upon Our request, and/or be liable to pay any additional charges for such excess usage.

2.2. Prohibited Content
Following activities are prohibited on Our platform and we shall actively suspend Your Account if they are found: Downloading or installing software applications not intended for software testing e.g., bitcoin mining, gaming servers and other illegitimate activities; Indulging in any unlawful and fraudulent activities. In your use of the Platform and Services, you may not: Distribute, license, sell, or transfer the Services, any component of the Services; Reverse engineer, decompile, or attempt to derive the source code for underlying software or other intellectual property used to provide the Services; Attempt to gain unauthorized access to the Services, or to the computers, servers, and networks connected to the Services Post false, inaccurate, misleading, defamatory or harassing content; Post obscene or sexually explicit content; Violate any law, statute, ordinance or regulation; Infringe upon any patent, copyright, trademark, trade secret, right of publicity or other third party rights; Attempt to use another account, impersonate another person or entity, misrepresent your affiliation with a person or entity, or create or use a false identity; Utilize the Platform’s invoicing tools to make payments to yourself or your organization; Input payment information on behalf of a third party to process payments through the Platform; Distribute or transmit any code, virus or any other technologies, whether now known or yet to be developed, that may harm the Platform or its users; Modify, adapt or hack the Platform or modify another website so as to falsely imply that it is associated with Zpay; Distribute or post spam, unsolicited or bulk electronic communications to Platform users; Use any robot, spider, scraper or other automated means to access the Platform for any purpose whatsoever; Take any action that imposes, or may impose, an unreasonable or disproportionately large load on the Platform’s infrastructure; Interfere or attempt to interfere with the proper working of the Platform, its services or tools; or Bypass the Platform’s robot exclusion headers or other measures ZPAY may use to prevent or restrict access to ZPAY.

2.3. Your Responsibilities
2.3.1. Compliance of applicable laws, Terms of Service
You will (a) be solely responsible for Users’ compliance with this Agreement, (b) be responsible for the accuracy, completeness, quality, transmission, content and legality of Your Data (as defined in the DPA) and the means by which You acquired Your Data, (c) use commercially reasonable efforts to prevent unauthorized and unlawful access to or use of Services and content, and notify Us promptly of any such unauthorized access or use, (d) use Services and content only in accordance with this Agreement and applicable laws, rules and government regulations. Further You hereby agree and acknowledge that any action or omission by a User on Your behalf including placing Service Order Form and its contents is deemed to be an authorised action by You and hence You shall have no claim in this regard.

2.4 Use Restrictions
You will not (a) make any Services or content available to, or use any Services or content for the benefit of, anyone other than You or Users, unless expressly permitted by Us, (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Services or content, or include any Services or content in a service bureau or outsourcing offering, (c) use Our Services to store or transmit infringing, derogatory, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use Our Services to store or transmit malicious code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Services or content or its related systems or networks, (g) permit direct or indirect access to or use of any Services or content in a way that circumvents a contractual usage limit, or use any of Our Services to access or use any of Our intellectual property except as permitted under this Agreement, (h) copy a Service or any part, feature, function or user interface thereof, (i) copy content except as permitted herein, (j) frame or mirror any part of any Services or content, other than framing on Your own intranets or otherwise for Your own internal business purposes or as permitted under this Agreement, (k) access any Service or content in order to build a competitive product or service or to benchmark with any product or service, or (l) reverse engineer any Service. Any use of Our Services in breach of this Agreement, by You or Users that in Our judgment threatens the security, integrity or availability of Our Services, may result in Our immediate suspension of the Services, however We will use commercially reasonable efforts under the circumstances to provide You with notice and an opportunity to remedy such violation or threat prior to such suspension, the failure of which shall result in termination with immediate effect. You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Services, use of the Services, or access to the Services or any content on the website or product through which the Service is provided, without written express consent by Us.

When You sign up for an Account and agree to these Terms, the Agreement between You and Us is formed, and the term of the Agreement (the “Term”) will begin. The Term will continue for as long as You have a Zpay Account or until You or We terminate the Agreement in accordance with these Terms, whichever happens first. If You sign up for an Account on behalf of a company or other entity, You represent and warrant that you have the authority to accept these Terms and enter into the Agreement on its behalf.

4.1. Our Proprietary Rights
Neither these Terms nor use of the Services grants You ownership in the Services or the content you access through the Services (other than Your content). Nothing on Our Website or in this Agreement should be construed as granting any license or right to use any trademarks, trade names, logos, or any other brand element displayed on the Website, unless You have been granted explicit written permission to use the same. These Terms do not grant Us any licenses or rights to Your Content except for the limited rights needed for Us to provide the Services, and as otherwise described in these Terms.
4.2 Your Proprietary Rights
You further represent and warrant that You either own or control the appropriate rights in and to Your Content, including any intellectual property owned by third parties; and You will not submit, upload, or otherwise make available via the Services, any Content or materials that (i) You do not have the rights necessary to use, transmit, publish, or to grant Us the license as described herein; or (ii) infringe, misappropriate, or otherwise violate any intellectual property, publicity or other rights of any third party. thereupon. We shall not sell Your data to any third-party applications.

Zpay is not responsible for the Content posted by you. You are solely responsible for any Content that you post. Zpay shall not be liable for any damage or harm resulting from any Content posted by you on the Platform. Zpay reserves the right, but has no obligation, to take any action to restrict or remove access to any Content, objectionable or otherwise, posted by Platform users. By uploading, submitting and posting Content to the Platform, you further represent and warrant (1) that you have all right, title, license and authority to upload, submit and post the Content, including the right to publish and distribute by electronic and digital means, and (2) the Content does not (a) violate, infringe or misappropriate on the rights associated with any third parties, including, but not limited to, privacy rights, copyright, trademark, trade secrets, patents or other intellectual property rights of any third party, or (b) violate any statute, law, ordinance or regulation. ZPAY has the right, but not the obligation, to review, edit, refuse to post, delete, disable access to, or otherwise make unavailable any Content, without notice in its sole and absolute discretion.

5.1. Confidentiality and Non-Disclosure To facilitate project management services provided through the Platform, you may provide confidential project-related information, including, but not limited to, the terms of any contracts executed on the Platform (“Confidential Information”). Zpay agrees not to disclose any Confidential Information to any third party for any reason without your prior written consent. Zpay will not disclose any Confidential Information to any person or entity. You understand and agree that Zpay’s employees shall be able to access and review the Content and other Confidential Information to enable the delivery of the Services in accordance with these Terms of Service. In the event Zpay is requested or required by legal process to disclose any of the Confidential Information, ZPAY shall give you prompt notice so that you may seek a protective order or other appropriate relief prior to any such disclosure. In the event that such protective order is not obtained, ZPAY shall disclose only that portion of the Confidential Information that its legal counsel advises that it is legally required to disclose, and shall work with the owner of such Confidential Information to minimize the extent and effect. Notwithstanding the foregoing, ZPAY may reference on the Platform project-related details regarding overall fees paid to freelancers or the length and type of engagement in order to promote and improve the Services. You represent and warrant that (i) You will comply with all laws and regulations applicable to Your use of the Services; (ii) You have obtained and maintained all rights, licenses, permissions, authority and/or power and valid consents required to lawfully transfer data to Us and to enable such data to be lawfully processed by Us for the purposes of providing the Services or as otherwise directed by You; (iii) the data you submit, Your use of such Data and Our use of such Data provided by You as set forth in these Terms do not and shall not infringe or violate any IP claims, data protection or any other rights of third parties; (iv) If You collect any personal information pertaining to a minor and store such information within Your ZPAY Account, You shall and/or have obtained valid consent for such activities according to the applicable laws of the jurisdiction in which the minor lives; (v) the credit card information You provide is accurate, up-to-date and correct if You have elected to pay the fees by credit card and You will promptly notify Us of any changes to such information.

6.1. Purpose Limitation
Neither party will use or disclose the other party’s confidential information without the other party’s prior written consent except for the purpose of performing its obligations under this Agreement or if required by law, regulation or court order; in which case, the party being compelled to disclose confidential information will give the other party a notice as much as is reasonably practicable, prior to disclosing the confidential information.
6.2. Restriction on Use and Disclosure
Neither Party shall disclose the other Party’s confidential information to any person or entity other than its officers, employees, consultants, contractors who need access to such confidential information in order to effect the intent of the Agreement and who entered into written confidentiality agreements with it at least as restrictive as contained herein.
6.3. Compliance with applicable laws
You will have, maintain and abide by an appropriate privacy policy that clearly dictates all Your rights to Your personal information, satisfies the requirements of applicable data protection law and will comply with all applicable laws, policies, and regulations. You must not circumvent any privacy features (e.g., an opt-out) that are part of the Service. ZPAY will only use personal information and anonymous aggregated data in accordance with its. 6.4. Content License You grant ZPAY a worldwide, limited, non-exclusive, royalty-free license to process, host, copy, transmit, display, modify, adapt, distribute, reproduce, use and sublicense the Content submitted by you to the Platform for the purposes of providing the Services herein, in any and all media or distribution methods (whether now known or later developed). ZPAY shall retain all right, title, and interest in the Platform and Services, and all legally protectable elements or derivative works there from. You shall retain all right, title and interest in and to the legally protectable elements of the Content submitted by you to the Platform.
6.4. Services License
In using the Services, ZPAY hereby grants a limited, non-transferable, non-exclusive, revocable license to access and use the Services. You may not, either directly or indirectly, sublicense, sell, lease, or otherwise transfer or grant third-party access to the Services at any time. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Services as provided by ZPAY, in the manner permitted by these Terms of Service. You agree not to use the Services for any other purpose. You may keep, for your own personal or business-related records, electronic and physical copies of documents you have created through the Services. Resale or unauthorized distribution of ZPAY’s Services, materials or documents is strictly prohibited. Software related to the Services may be subject to Indian export controls. No software from the Services may be downloaded or exported: (a) into (or to a national or resident of) any country to which the Indian government has embargoed goods; or (b) to anyone on the Indian Treasury Department's list of Specially Designated Nationals or the Indian Commaerce Department's Table of Deny Orders. By downloading any software related to the Services, you represent that you are not located in, under the control of, or a national or resident of, any such country or on any such list.
6.5. Termination by You
You may terminate Your Account on mutual consent by giving Us 30 days’ prior notice in writing at any time You wish to stop availing the Services or when You cease using Our Services. However You will not be provided a refund if You terminate Your Account in the middle of a subscription period. We will adjust the remaining balance on Your Account pro-rata and hold it on Your ZPAY Account as a credit. You can use that credit towards reactivation of Your paid subscription in the future.
6.6. Termination by Us
We may terminate Your Account if in Our sole judgment (i) You have materially breached any term or provision of this Terms of Service; (ii) You cease Your business operations; or (iii) You become insolvent. We may also limit, suspend or terminate Your Account at any time if We have reasons to believe that (i) You have failed to comply with the terms contained herein; (ii) You use the ZPAY Account in such a way that causes legal or financial liability to Us; (iii) Suspected misconduct by You; (iv) failure to make payment of subscription fees on due date (v) We suffer any loss or damages on account of Your gross negligence and wilful act or omission and You will remain liable for all amounts due, up to and including the date of termination; and/or accordingly We may deny You access to Our Services (or any part thereof). And in no event shall we be held liable for any losses or damages suffered by You on account of Your use of the Services in violation of the terms contained herein.

To the fullest extent permitted by applicable law, except as expressly provided for in this agreement, the services and any guidance or recommendations therein are provided “as is” and ZPAY in., makes no other representation, warranty and/or condition of any kind, whether express, implied, statutory or otherwise, including without limitation warranties of merchantability, fitness for a particular purpose and noninfringement or any representations regarding availability, reliability, or accuracy of the services.

ZPAY is not a law firm, an attorney or a professional advisor in any industry. ZPAY provides an automated software solution to individuals who choose to prepare their own contractual documents. The Services and related documents and materials provided by ZPAY do not constitute legal advice and are for your private use. ZPAY does not review the information you provide for legal accuracy or sufficiency. If you need legal advice as to specific contract terms or have questions regarding a terms applicability or enforceability, you should consult with a licensed attorney. ZPAY, its Services, and its Content are not a substitute for legal advice from a qualified attorney licensed to practice in an appropriate jurisdiction.

In no event shall the Parties be held responsible and liable for any delay or failure in performance of any part or whole of the Services if such delay or failure to perform is due to reasons beyond their control. This includes, but is not limited to, acts of god, changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, floods, strikes, power blackouts, volcanic action, unusually severe weather conditions, and acts of hackers, or third-party internet service providers.

To the extent permitted by applicable law, ZPAY Inc, its officers, employees, consultants, contractors and agents will not be liable for Your lost revenues, loss of data, loss of business, business interruption or other indirect, special, incidental, consequential, exemplary, or punitive damages of any kind or nature whatsoever, arising out of or in connection with the Services or these Terms even if ZPAY In., or its subsidiaries and affiliates have been advised of, knew, or should have known that such damages were possible, and even if direct damages do not satisfy a remedy. If You suffer loss or damage as a result of ZPAY In.’s negligence or failure to comply with these Terms, any claim by You arising from ZPAY In.’s negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Subscription Fees paid by You in the previous 12 months. If You are not satisfied with the Service, Your only remedy will be to terminate this Agreement at any time by notifying Us that You no longer wish to use Our Services.

We shall not be held responsible and liable for (i) any loss, damage or expenses resulting from the modification or alteration of the Services made by any one other than Us; (ii) any unauthorized use of the Services and its consequences. However we may alter, modify or change any feature or part of the Services at our sole discretion for any reason without being liable to you in any manner whatsoever.

12.1. Indemnification by Us
Subject to Your compliance with these Terms, We will indemnify and hold You harmless, from and against any claim brought against You by a third party alleging that the Service(s) You subscribed to infringes or misappropriates such third party’s valid patent, copyright, or trademark (an “IP Claim”). We shall, at Our expense, defend such IP Claim and pay damages finally awarded against You in connection therewith, including the reasonable fees and expenses of the attorneys, provided that (a) You promptly notify Us of the threat or notice of such IP Claim; (b) We have or will have the sole and exclusive control and authority to select defense attorneys, defend and/or settle any such IP Claim; and (c) You fully cooperate with Us in connection therewith. We will have no liability or obligation with respect to any IP Claim if such claim is caused in whole or in part by (i) compliance with designs, data, instructions or specifications provided by You; (ii) modification of the Service(s) by anyone other than Us; or (iii) the combination, operation or use of the Service(s) with other hardware or software where the Service(s) would not by themselves be infringing.
12.2. Indemnification by You
To the extent permitted by applicable law, You agree to indemnify, defend and hold harmless ZPAY In. and Our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs made by any third-party ) arising out of any breach of this Terms of Service or the documents that is incorporated by reference, or Your violation of any law or the rights of a third-party including infringement and misappropriation of IP Claim.

You accept and authorize Us to use Your name and logo to identify as Our customer or User of the Service on Our website, marketing materials or otherwise by public announcements. You grant to ZPAY an unrestricted right and license to use your individual and/or company name, logo and/or relevant trademarks (“Properties”) to market and promote the Platform. This includes the worldwide right to copy, translate, broadcast, transmit, distribute, exhibit, perform, publish and display the Properties as incorporated into ZPAY’s marketing and promotional materials. ZPAY is granted no other rights to the Properties and acknowledges that it shall not gain any proprietary interest in the Properties. ZPAY is under no obligation to make use of or to provide compensation for any of the rights or permissions granted. ZPAY shall be the exclusive owner of all right, title, and interest, including copyrights, in ZPAY’s marketing and promotional materials. You may terminate ZPAY’s permission and license to use the Properties upon thirty (30) days prior written notice to ZPAY.

You shall not assign any of the rights granted by us herein or delegate any of Your obligations hereunder to any third party, whether by operation of law or otherwise, without Our prior express written consent.

In the event that any provision of this Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.

You agree and acknowledge that the Services are being provided on a non-exclusive basis. Nothing in this Agreement shall be deemed to prevent or restrict Our ability to provide the Services or any part of the Services including any features or functionality first developed for You, to other parties.

You can review the most current version of the Terms of Service at any time at this page. We reserve the right, at Our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to Our website. We will notify any material changes in the Terms of Service by sending an email to the email address You had given for Account creation. In case You have opted-out of Our email notifications You are recommended and liable to check this page on a periodic basis to know the changes. Your continued use of or access to Our website or the Services following the posting of any changes to these Terms of Service constitutes acceptance of those changes.

ZPAY is available by email [insert email] to address any issues you may have regarding your use of the Platform. Most concerns can be quickly resolved in this manner

(i) Any and all disputes, controversies and conflicts ("Disputes") arising out of this Agreement between the Employees or arising out of or relating to or in connection with this Agreement and the performance or non-performance of the rights and obligations set forth herein or the breach, termination or invalidity thereof shall be referred for arbitration in terms of the Arbitration and Conciliation Act, 1996. Prior to submitting the Disputes to arbitration the Parties shall mutually resolve to settle the Disputes through mutual negotiation and discussions. In the event that the said Disputes are not settled within thirty (30) days of the arising of the Disputes, the same shall finally be settled and determined by arbitration to be conducted by a sole arbitrator in accordance with the Arbitration and Conciliation Act, 1996. The place of arbitration shall be “Jaipur” and the language used in the arbitral proceedings shall be English. The cost of arbitration shall be borne equally by both the parties.
(ii) The sole arbitrator shall be decided and appointed with the mutual consent of all the Parties.
(iii)The arbitral award and decision by the arbitrator shall be in writing and shall be final and binding on both the parties and shall be enforceable in any court of competent jurisdiction.

This Terms of Service and any policies or operating rules posted by Us on this site or in respect to the Service constitutes the entire agreement and understanding between You and Us and govern Your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between You and Us (including, but not limited to, any prior versions of the Terms of Service). Any subsequent Service Order Form that is entered into between You and Us shall be considered incorporated by reference into this Terms of Service and form an integral part of the same. Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.

In case of any conflict between any provisions contained in the Terms of Service and subsequent Service Order Form, Service Order shall prevail to the extent of such conflict of provisions.

The failure of Us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.

23.1. Jurisdiction
Each Party agrees to submit to the exclusive and personal jurisdiction of the Courts located in Rajasthan, India.
23.2. Governing law
The terms of this Agreement shall be governed by the laws of the State of India. In the event of any conflicts between foreign law, rules, and regulations, the governing law shall prevail. The Indian Nation Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply to this Agreement.

The Parties confirm that it is their wish that this Agreement as well as other documents relating to this Agreement, including notices, be drawn up in English only.