This Software License Agreement (“Agreement”) is entered into between Zenduty, a product by YellowAnt, Inc. If you are agreeing to this Agreement not as an individual but on behalf of your company, then “Company” or “you” means your company, and you are binding your company to this Agreement.(“Company”). Zenduty and Company are referred to jointly as the “Parties” or singularly as a “Party.” You acknowledge that this TOS is a contract between you and Zenduty and it governs your use of the Service. Furthermore, the terms “we”, “our” and “us” refer to Zenduty and its owners.
Zenduty(www.zenduty.com) is a cloud-based service for on-call teams, providing reliable alerts, on-call schedule management and escalations. Zenduty connects with monitoring tools (such as Sentry, AWS Cloudwatch) & services, ensures the team members are notified via email, SMS, phone calls, and iOS & Android push notifications.
This website and its owners take a proactive approach to user privacy and ensure the necessary steps are taken to protect the privacy of its users throughout their visiting experience. This website complies to all Indian national laws and requirements for user privacy.
Subject to the terms and conditions of this Agreement, including without limitation any additional license restrictions stated on a Quote, Zenduty grants to Company a limited, non-sublicensable, non-exclusive, non-transferable license in the Territory for the License Term use and access the Software, in accordance with the Documentation, the Software’s normal and intended use with the applicable Authorized User license limits.
The Software license granted to Company in 1.1 above shall extend only to Authorized Users. Company shall not permit other third parties to access or use the Software without the prior written approval of Zenduty. Company shall ensure that Authorized Users comply with terms and conditions of this Agreement while using the Software. Each login ID and password may be used by one (1) Authorized User only. Login IDs and passwords may not be used / reused by a user other than the Authorized User it was initially set up for. Use of a single login ID by multiple Authorized Users shall constitute a breach of this Agreement. In the event that an Authorized User is no longer is allowed or needs to access the system for any reason, Company shall promptly deactivate the Login ID and password.
Company may not: (a) reproduce, modify, translate, prepare Derivative Works or, disassemble, de-compile, reverse engineer, or otherwise attempt to determine the Source Code or protocols from the Object Code of the Software or knowingly permit or encourage any third party to do so, (b) resell, sub-license or distribute the Software either individually or as part of another software, (c) use the Software in any manner to provide service bureau, time-sharing or other computer to third parties other than for the use of the Authorized Users, (d) use the Software in any manner to assist or take part in the development, marketing, or sale of a product potentially competitive with the Software, (d) use the Software, or allow the transfer, transmission, export, or re-export of the Software or portion thereof in violation of any export control laws or regulations administered by any government agency or (e) remove, obscure, or alter any copyright notice, trademarks, logos and trade names, or other proprietary rights notices affixed to, or contained within the Software. Limited Rights. Company's rights in the Software will be limited to those expressly granted in this Exhibit B of this Agreement, a Quote, or a subsequent amendment hereto. Zenduty reserves all rights and licenses in and to the Software not expressly granted to Company under this Agreement.
You are solely responsible for the confidentiality of any password and other account information that you create in order to access or use the Services. You agree to notify us immediately on any unauthorized use of your account, user name, or password. You also agree that We are not liable in any manner for any loss that you may incur as a result of any third party using your password, either with or without your knowledge. You are solely liable for any losses incurred by Us, Our affiliates, officers, directors, employees, consultants, agents, and representatives due to misuse of your account or password. Log-in to your account shall be used by one person. Multiple people are not permitted to share the same/single log-in.
Payment and Billing
Company shall pay Zenduty all Fees for Software, Services and any other materials in the amount and frequency as described in the respective pricing plan.
Zenduty shall have the right to revise the Fees for Software and Services effective during any Renewal Term of this Agreement by giving Company written notice thirty (30) days prior to the expiration of the then current Term of this Agreement. Zenduty shall have the right to revise the Fees on an annual basis on the anniversary of the Effective Date of this Agreement by and shall provide the Company with a thirty (30) days prior written notice. For purposes of clarity, the foregoing limitation shall not limit Zenduty ’s ability to charge for additional Fees incurred by additional Software licenses, Updates, Upgrades, any Services including Support and Maintenance, or any additional requests by Company. Zenduty shall invoice Company at the beginning of the month in which amounts are due.
Company will pay all amounts due under this Agreement in US Dollar. Unless expressly stated otherwise on the pricing plan, Fees shall be due and payable within thirty (30) days after the date of an invoice. Company shall pay Zenduty a late fee of one percent (18%) per annum on all past due amounts. Further, if the Maintenance & Support Fees are delayed by more than ninety (90) days, Zenduty may also, at its discretion and in addition to other remedies it may have, suspend access to the Maintenance and Support or the Software. Company will not offset against Zenduty ’s invoice amounts that Company claims are due to it. Payment shall be made at the address or bank account set forth on the invoice sent to Company.
The Fees payable under this Agreement shall not include any taxes or duties and any such taxes shall be assumed and paid by the Company except those taxes based on the net income of Zenduty . Each Party shall be responsible for the taxes assessed against that Party by the authorized government agency.
Zenduty offers three types of plans - Starter, Growth and Enterprise. The details of the plans can be found here. Only team administrators have access to payment and billing information and can upgrade or downgrade plans. If you choose or upgrade to the 'Basic Plan' or the 'Premium Plan', you will be required to provide Zenduty accurate information regarding your credit card or other payment instruments. You will also be prompted for the same when your free trial period is over.
Changes in Payment Details
If there are any changes in the payment information, you will promptly update your account with any changes in the new payment details.
Payments are calculated based on the plan chosen for the team - basic, premium or enterprise. It depends on the period of payment (taking into account any discounts and outstanding credits) and the number of users in the team. The charges are levied on the day of billing and the team is invoiced based on that. The payments being recurring, in the event new users join Zenduty under the same team, they are charged in the next monthly cycle for the days remaining in that plan for that particular user. For example, if a team of 10 members upgrades to a premium yearly plan, the credit card is charged immediately for 10 users for a 12 month period. If a new user joins the Zenduty team after 2.5 months the team is charged on a pro-rated basis at the end of the monthly billing cycle for that user for a 9.5 month period.
Terms of Payments
You agree to pay Zenduty in accordance with the terms set forth on the Site and this TOS, and you authorize Zenduty to bill your payment instrument in advance on a periodic basis (based on your plan) in accordance with such terms.
Disputes and Resolution
In the event that you dispute any charges, you must let Zenduty know within thirty days after the date of invoice. Past due fees are subject to a finance charge of 2% per month on any outstanding balance. We reserve the right to change our prices in the future. All amounts paid are non-refundable. Zenduty may choose to bill you through an invoice, in which case, full payment for invoices issued must be received by the date specified in the invoice.
Contact & Communication
Users contacting this website and/or its owners do so at their own discretion and provide any such personal details requested at their own risk. Your personal information is kept private and stored securely until a time it is no longer required or has no use. Every effort has been made to ensure a safe and secure form to email submission process but advise users using such form to email processes that they do so at their own risk. This website and its owners use any information submitted to provide you with further information about the products / services they offer or to assist you in answering any questions or queries you may have submitted. This includes using your details to subscribe you to any email newsletter program the website operates but only if this was made clear to you and your express permission was granted when submitting any form to email process. This is by no means an entire list of your user rights in regard to receiving email marketing material. Your details are not passed on to any third parties.
Referral and Credits
Registered Teams may receive credits to be used on www.zenduty.com (the “Site”) by referring other teams and friends to use Zenduty . Individual users do not qualify for receiving credits. In order to receive credits, you must be a registered user on Zenduty . You may only send referral invitations to friends or individuals who consent to receiving this type of message. You must comply with any applicable local laws.Email Newsletter
This website operates an email newsletter program, used to inform subscribers about products and services supplied by this website. Users can subscribe through an online automated process should they wish to do so but do so at their own discretion. Some subscriptions may be manually processed through prior written agreement with the user. No personal details are passed on to third parties nor shared with companies / people outside of the company that operates this website.
Although this website only looks to include quality, safe and relevant external links, users are advised adopt a policy of caution before clicking any external web links mentioned throughout this website. (External links are clickable text / banner / image links to other websites). The owners of this website cannot guarantee or verify the contents of any externally linked website despite their best efforts. Users should therefore note they click on external links at their own risk and this website and its owners cannot be held liable for any damages or implications caused by visiting any external links mentioned.Responsibility for your data
You must ensure that your use of Zenduty Cloud application and all your data is at all times compliant with all applicable local, state, federal and international laws and regulations (“Laws”). You represent and warrant that: (i) you have obtained all necessary rights, releases and permissions to provide all Your Data to Zenduty and to grant the rights granted to Zenduty in this Agreement and (ii) Your Data and its transfer to and use by Zenduty as authorized by you under this Agreement do not violate any Laws (including without limitation those relating to export control and electronic communications) or rights of any third party, including without limitation any intellectual property rights, rights of privacy, or rights of publicity, and any use, collection and disclosure authorized herein is not inconsistent with the terms of any applicable privacy policies. Zenduty assumes no responsibility or liability for Your Data, and you shall be solely responsible for Your Data and the consequences of using, disclosing, storing, or transmitting it.
You will not submit to the Zenduty cloud application: (i) any personally identifiable information, except as necessary for the establishment of your Zenduty account; (ii) any patient, medical or other protected health information regulated by HIPAA or any similar federal or state laws, rules or regulations; or (iii) any other information subject to regulation or protection under specific laws such as the Gramm-Leach-Bliley Act (or related rules or regulations) ((i) through (iii), collectively, “Sensitive Data”). You also acknowledge that Zenduty is not acting as your Business Associate or subcontractor (as such terms are defined and used in HIPAA) and that the Zenduty Cloud Solutions are not HIPAA compliant. “HIPAA” means the Health Insurance Portability and Accountability Act, as amended and supplemented. Notwithstanding any other provision to the contrary, Zenduty has no liability under this Agreement for Sensitive Data.
Indemnity for Your Data
You will defend, indemnify and hold harmless Zenduty from and against any loss, cost, liability or damage, including attorneys’ fees, for which Zenduty becomes liable arising from or relating to any claim relating to Your Data, including but not limited to any claim brought by a third party alleging that Your Data, or your use of the Hosted Services in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law. This indemnification obligation is subject to your receiving (i) prompt written notice of such claim (but in any event notice in sufficient time for you to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all reasonable necessary cooperation of Zenduty at your expense.
Removals and Suspension
Zenduty has no obligation to monitor any content uploaded to the Zenduty Cloud application. Nonetheless, if we deem such action necessary based on your violation of this Agreement or in response to takedown requests that we receive following our guidelines for Reporting Copyright and Trademark Violations, we may (1) remove Your Data from the Zenduty Cloud Services or (2) suspend your access to the Zenduty Cloud. We will generally alert you when we take such action and give you a reasonable opportunity to cure your breach, but if we determine that your actions endanger the operation of the Zenduty Cloud or other users, we may suspend your access immediately without notice. You will continue to be charged for the Zenduty Cloud during any suspension period. We have no liability to you for removing or deleting Your Data from or suspending your access to any Zenduty Cloud application as described in this section.