Zenphi's Terms of Service
Effective Date: August 19, 2024
Please read these Terms of Service carefully before using our website. These terms govern your use of the Zenphi website (“Site”) and our web-based business process automation services (“Service”). Both the Site and Service are operated by Zenphi Pty. Ltd. (“Zenphi,” “we,” “us,” or “our”). By using the Site or Service, you agree to be bound by these terms. If you do not agree, you must not use the Site or Service. For purposes hereof, the “Service” includes all subdomains and components of the Zenphi website, and platform, including without limitation the Zenphi Application, Zenphi Community, Zenphi User Voice.
If you are using these services on behalf of a company or organization, you confirm that you have the authority to accept these terms on behalf of that entity, and the term “you” will refer to that entity.
Zenphi may update these Terms of Service at any time. If changes significantly reduce your rights, we will make reasonable efforts to notify you, such as by email or through your account. For subscription services, new terms will apply at your next renewal. If you disagree with the changes, you may choose not to renew your subscription. Continuing to use the Site or Service after changes are posted means you accept the updated terms. If you do not agree to the new terms, you must stop using the Site and Service.
Zenphi is a business process automation platform, which enables users to automate their processes. The Platform consists mainly of servers (provided via a cloud-based SaaS model), a business process automation tool, as well as additional tools and features as may be further detailed in the product. You are responsible for all use of the Service by your employees or affiliates.
To access the Service and Site, you must register for a Zenphi account using your Google account. You are responsible for providing accurate, complete, and current registration information. You must maintain the confidentiality of your account credentials and are fully responsible for all activities that occur under your account.
If you are an Account Administrator, billing owner, or otherwise authorized to make decisions on behalf of a Customer, you represent and warrant that you have the authority to do so. Zenphi may rely on your instructions as binding.
You agree to notify us immediately at info@zenphi.com if you become aware of any unauthorized access to or use of your account. Zenphi may require you to provide information to verify your identity and ensure account security. Zenphi will not be liable for any loss or damage arising from unauthorized use of your account, with or without your knowledge. You will be liable for any losses, damages, or expenses incurred by Zenphi or others due to such unauthorized use.
In the event of lost access to an account or a request for account information, Zenphi reserves the right to request verification before restoring access or providing information.
You acknowledge that you have read, understand and agree to Zenphi’s Privacy Policy located at https://zenphi.com/zenphi-privacy-policy/ , which is hereby incorporated into and made a part of these Terms of Service by this reference.
You acknowledge that you have read, understand and agree to Zenphi’s Acceptable Use Policy located at https://zenphi.com/acceptable-use-policy/ , which is hereby incorporated into and made a part of these Terms of Service by this reference.
Fees: Some features of the Service are accessible only upon payment of applicable fees. Fees vary based on usage and our current pricing policy. If you initially register for a free version, you may use all features during the Free Trial Period where provided. After the trial, only features that don’t require payment will remain accessible unless you upgrade to a paid version. All fees are exclusive of taxes, which you are responsible for paying. Except as expressly stated in these Terms, Fees paid are non-refundable, and payment obligations are non-cancelable.
Downgrading: Any downgrade in your Service use will result in the new Fees being charged at the next billing cycle. There will be no prorating for downgrades in between billing cycles. Downgrading your Service may cause the loss of features or capacity of your User Account. Zenphi does not accept any liability for such loss.
Cancellation and Termination by You: You are solely responsible for properly canceling your User Account. An email request to cancel your User Account without confirmation from us is not considered cancellation. If you cancel your User Account before the end of your current paid up month, your cancellation will take effect immediately, and you will not be charged again. Please note that we do not provide refunds for unused time in the last billing cycle. Except as expressly stated in these Terms, Fees paid are non-refundable, and payment obligations are non-cancelable.
Termination and Suspension by Zenphi: Zenphi may terminate your User Account and/or these Terms of Service at any time and for any reason upon notice to you. We may also suspend our Service to you at any time, with or without cause. If we terminate your User Account without cause, we will refund a prorated portion of your monthly prepayment. We will not refund or reimburse you if we terminate your User Account for cause, including (without limitation) for a violation of these Terms of Service.
Effect of Termination: Upon termination of your account, we may permanently delete all associated data. Accounts inactive for six months or more may also be deleted. Any remedies exercised, including termination, do not affect any other rights or remedies. Sections that should survive termination will remain in effect, such as payment obligations, confidentiality, and limitations of liability.
You may use your Zenphi account for the Site and Service only in compliance with these Terms and for lawful purposes. You are responsible for all your communications, including any information you upload, transmit, or post, and for the consequences of such actions.
You agree not to use the Site or the Service for:
- Posting any information that is incomplete, false, inaccurate, or not your own.
- Uploading trade secrets or material that is copyrighted or otherwise owned by a third party unless you have a valid license from the owner permitting you to post it.
- Sharing material that infringes on any intellectual property, privacy, or publicity rights.
- Distributing advertisements, promotional materials, or solicitations related to any product or service that competes with Zenphi products or services.
- Uploading software or programs containing harmful code, including but not limited to viruses, worms, time bombs, or Trojan horses.
- Impersonating another person.
- Engaging in or encouraging conduct that constitutes a criminal offense, gives rise to civil liability, or otherwise violates any city, state, national, or international law or regulation.
- Failing to comply with accepted Internet protocols.
- Activities where the use or failure of the Service could lead to death, personal injury, or environmental damage. This includes, but is not limited to, life support systems, emergency services, nuclear facilities, autonomous vehicles, or air traffic control. You agree not to use the Service in any such high risk environments, and Zenphi expressly disclaims any liability for such use
You further agree not to:
- Transmit or transfer (by any means) information or software derived from the Site or Service to foreign countries or certain foreign nations in violation of Australian and/or US export control laws.
- Violate or attempt to violate the security of the Site, Service, or Zenphi’s system or network security, including, without limitation:
- Accessing data not intended for users of the Site or Service or gaining unauthorized access to an account, server, or any other computer system.
- Attempting to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measures.
- Attempting to interfere with the function of the Site, Service, host, or network, including, without limitation, by submitting a virus to the Site, overloading, “flooding,” “mailbombing,” “crashing,” or sending unsolicited emails, including promotions and/or advertising of products or services.
- Forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting.
- Transmitting, importing, uploading, or incorporating any financial or medical information of any nature, or any sensitive personal information (e.g., Social Security numbers, driver’s license numbers, birth dates, personal bank account numbers, passport or visa numbers, credit card numbers, passwords, and security credentials).
Violations of the Site’s, Service’s, or Zenphi’s system or network security may result in civil or criminal liability. Additionally, you agree not to, directly or indirectly:
- Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Service or any software, documentation, or data related to or provided with the Service (“Software”).
- Modify, translate, or create derivative works based on the Service or Software; or copy (except for archival purposes), rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service or Software.
- Use or access the Service to build or support, and/or assist a third party in building or supporting, products or services competitive to Zenphi.
- Remove any proprietary notices or labels from the Service or Software.
- Otherwise use the Service or Software outside of the scope of the rights expressly granted herein.
You agree to use the Service and Software only for your own internal business operations, and not to transfer, distribute, sell, republish, resell, lease, sublease, license, or sublicense.
Team Accounts: You may be invited to establish or join a Zenphi team account (“Team Account”). Each Team Account will have an administrator who can accept or remove Team Account members. By agreeing to join a Team Account, you acknowledge that (i) your identity, including name, email address, and avatar (if any), will be disclosed to other Team Account members, and the Team Account administrator will also have access to your task usage, and (ii) your User Content will be viewable by all Team Account members. You will have the option to share with other Team Account members any integrations you have created and/or any third party applications with which you have connected. If you share a Connection or a Flow, all Team Account members can view and edit such information. If you share a third party application with which you have connected, all Team Account members will have read/write access to the data associated with such a third party application.
Export Control: You hereby represent and warrant that (i) you understand and acknowledge that some Site Content or components of the Service may be subject to export, re-export and import restrictions under applicable law, (ii) you will not use the Site, any Site Content or the Service in a manner that violates the Australian Law.
You retain ownership of any data, information, or material that you transmit through the Service (“User Content”). You are solely responsible for the accuracy, quality, content, and legality of your User Content and for ensuring that you have the necessary rights to transmit it through the Service. Zenphi will not be liable for any issues arising from the transmission or use of your User Content.
If you are a paying subscriber, and to the extent that Zenphi processes any personal information contained in your User Content on your behalf, the terms of the data processing addendum, which is hereby incorporated by reference, shall apply. Zenphi will comply with all applicable data protection laws.
The Service allows you to create and share content such as Flows and related materials. If you are using the free version of the Service, by submitting content, you grant Zenphi a limited right to access, use, and display your content according to our Privacy Policy. For paying subscribers, your content is owned by you or your organization, and Zenphi has a limited license to use it for maintaining and improving the Service.
You may submit feedback or suggestions to Zenphi regarding the Service. By doing so, you grant Zenphi a royalty-free, worldwide license to use, modify, and incorporate this feedback into the Service and other products without any obligation to you.
Notwithstanding anything to the contrary set forth herein or otherwise, Zenphi will have the right to collect and analyze data and other information relating to the provision, use, or performance of the Site and/or Service and related systems and technologies (including information concerning User Content and data derived therefrom) and to aggregate and/or anonymize all such data and information. Zenphi will be free at any time to (i) use such information and data to improve and enhance Zenphi’s offerings and (ii) disclose such data in aggregate or other de-identified form in connection with its business.
All materials on the Site and Service, including text, software, and videos, are owned by Zenphi and are protected by copyright and other intellectual property laws. You may use this content solely for personal or educational purposes, provided you do not modify, redistribute, or create derivative works without Zenphi’s permission. Some content on the Site and Service may come from third parties and is subject to their own terms. Zenphi is not responsible for third-party content.
Zenphi grants you a limited, revocable, non-transferable, non-exclusive right to access and use the Site Content under the following conditions:
Your use is for personal, educational, or other non-commercial purposes.
You do not modify or prepare derivative works from the Site Content.
You do not obscure, alter, or remove any copyright notices.
You do not reproduce, redistribute, or publicly display any Site Content.
Zenphi reserves the right, but does not undertake the obligation, to monitor use of the Site and Service and to take appropriate legal action against any misuse or violation of these Terms. Zenphi may accept, reject, or modify any content posted on the Site or Service at its sole discretion.
If you believe that your copyrighted work has been illegally uploaded or posted on the Site or Service, you may send a written notice to Zenphi at legal@zenphi.com, and Zenphi will respond according to its Digital Millennium Copyright Act (DMCA) procedure. DMCA text of which can be found at the U.S. Copyright Office web site http://www.copyright.gov/legislation/dmca.pdf. Zenphi reserves all rights to seek damages and fees associated with infringement and/or fraud.
The Site and/or Service may contain links to and integrations with third party websites and services (e.g., Gmail or Slack), and you agree that Zenphi provides links to and integrations with such websites and services solely as a convenience and has no responsibility for the content or availability of such websites or services, and that Zenphi does not endorse such websites or services (or any products or other services associated therewith). Access to any other internet site linked to the Site and/or Service is at your own risk, and Zenphi is not responsible for the accuracy or reliability of any information, data, opinions, advice or statements made on these sites. Your use of such websites and services will be subject to the terms applicable to each such website and service. You may not post a link that directs users to any content or information that would constitute a violation of these Terms of Service.
The Service and Websites are owned and operated by Zenphi and contain materials (including all software, design, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, artwork and other graphic materials, and names, logos, trademarks and services marks) which are derived in whole or in part from materials supplied by Zenphi and its partners, as well as other sources, and are protected by Australian copyright laws, international treaty provisions, trademarks, service marks and other intellectual property laws. The Service and Websites are also protected as a collective work or compilation under U.S. and global copyright and other law and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Service and Websites. You acknowledge that the Service and Websites have been developed, compiled, prepared, revised, selected, and arranged by Zenphi and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitute valuable intellectual property of Zenphi and such others. You agree to notify Zenphi immediately upon becoming aware of any claim that the Service and Websites infringe upon any copyright, trademark, or other contractual, statutory, or common law rights. Any unauthorized use of any material contained on or through the Service and Websites may violate copyright laws, trademark laws, the laws of privacy and publicity and communications regulations and statutes.
Service Warranty: If you are a paying subscriber, Zenphi warrants that the Service will operate substantially in accordance with its documentation under normal use. If there is a breach of this warranty, your exclusive remedy is for Zenphi to re-perform the deficient Service. If Zenphi is unable to correct the deficiency, you may terminate your subscription, and Zenphi will refund a prorated portion of your monthly prepayment. You must notify Zenphi in writing of any warranty issue within 10 days of receiving the deficient Service to be eligible for this remedy.
AI-Specific Disclaimers: Zenphi’s Services include AI-driven features intended to enhance business process automation and efficiency. While we strive for accuracy, users acknowledge that AI technology may not always produce perfect or contextually appropriate results. Therefore, users should independently verify AI-generated outputs before making decisions based on them. Zenphi disclaims liability for any outcomes, losses, or damages resulting from decisions made using AI-generated content. Users are solely responsible for ensuring that their use of AI-generated content complies with applicable laws, regulations, and industry standards, including but not limited to data protection and privacy laws.
Disclaimer for Free Trial and Free Version: NOTWITHSTANDING ANYTHING CONTAINED HEREIN, ANY SERVICE PROVIDED DURING A FREE TRIAL PERIOD AND FREE VERSION IS PROVIDED “AS-IS” WITHOUT ANY REPRESENTATIONS, WARRANTIES, OR INDEMNITIES. Zenphi disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement, with respect to any Service provided during the free trial period or in the free version.
Virus Disclaimer: Zenphi does not guarantee that files available for downloading from the Site or Service will be free of viruses or other destructive code. You are responsible for implementing sufficient safeguards to protect your systems, including antivirus software and data backup procedures. Zenphi will not be liable for any loss or damage caused by viruses, malware, or other harmful code obtained through the Site or Service.
Limitation of Liability: You agree that Zenphi shall in no event be liable for any consequential, incidental, indirect, special, punitive, or other loss or damage whatsoever, including but not limited to loss of business profits, business interruption, computer failure, or loss of business information, arising out of or caused by your use of or inability to use the Service, even if Zenphi has been advised of the possibility of such damage. In no event shall Zenphi’s total liability to you, whether direct or indirect, exceed the fees you have paid for the Service.
Your Indemnification Obligations: You agree to indemnify, defend, and hold harmless Zenphi, its affiliates, directors, officers, employees, agents, and suppliers from any and all losses, damages, liabilities, costs, and expenses (including attorneys’ fees) arising out of or related to:
- Any third-party claims resulting from your breach of these Terms of Service.
- Your use of the Site or Service, including any claims that your content violates the rights of others or any applicable laws.
Zenphi’s Indemnification Obligations: If you are a paying subscriber to the Service, Zenphi agrees to defend you against any third-party claims alleging that your use of the paid Service as permitted hereunder infringes the Australian intellectual property rights of a third party. Zenphi will pay all costs and damages finally awarded against you by a court of competent jurisdiction as a result of such claims, provided that:
- You promptly notify Zenphi in writing of the claim.
- You give Zenphi sole control of the defense and settlement of the claim.
- You provide Zenphi with all reasonable assistance.
- This indemnification does not apply to claims arising from:
- Any use of the Service outside the scope of these Terms.
- Any user-generated content (User Content).
- Any combination of the Service with content or other technology not provided by Zenphi.
Zenphi is committed to providing an accessible platform for all users, including those with disabilities. We strive to adhere to internationally recognized accessibility standards and continuously work to enhance the usability of our Site and Services. Zenphi recognizes that accessibility is an ongoing process and is committed to continually enhancing the accessibility of our platform. We regularly review and update our accessibility practices in response to user feedback and advancements in technology. Users encountering accessibility barriers are encouraged to contact us at legal@zenphi.com, and we will make every effort to address and resolve any issues.
Zenphi is committed to safeguarding your data. We do not use user data for training our AI models without obtaining explicit consent from you. If you consent to allowing your data to be used for AI training purposes, we take several measures to ensure your privacy:
- Anonymization and Aggregation: Before using any data for AI training, we anonymize and aggregate the data. This means your data is stripped of any identifiable information and combined with data from other users, making it impossible to trace it back to you.
- Purpose Limitation: Data used for AI training will be employed solely to enhance and improve our AI-driven features and services. It will not be used for any other purposes outside of what has been explicitly consented to.
- Opt-Out Option: You have the right to opt-out of having your data used for AI training at any time. If you choose to opt-out, your decision will not affect your ability to use Zenphi’s services, and your data will be excluded from any future AI training processes.
- Transparency: We will notify you of any changes in how your data might be used for AI training, ensuring that you are always informed and in control of your data.
If you have any concerns or questions about how your data is used in AI training, or if you wish to withdraw your consent, please contact us at legal@zenphi.com.
This Agreement represents the entire understanding between the parties and supersedes any prior statements, promises, or representations, whether written or oral, regarding its subject matter, unless expressly stated herein. The Agreement shall be governed by and interpreted in accordance with the laws of the State of Victoria, Australia. Any disputes arising from or related to this Agreement shall be subject to the exclusive jurisdiction of the courts in Victoria, Australia. Both parties waive the right to a jury trial in any such legal proceedings. You acknowledge and agree that you may not bring any claim against Zenphi as a plaintiff or class member in any purported class, collective, representative, multiple plaintiff, or similar proceeding (“Class Action”). You further agree you waive any right to participate in or be represented in any Class Action or other representative action brought against Zenphi.
Modifications to this Agreement can only be made in writing and must be signed by both parties if a Purchase Order (PO) has been fully executed between Zenphi and the Customer. Otherwise, Zenphi may modify these General Terms at any time. The failure or delay of either party to exercise any right, power, or remedy under this Agreement does not constitute a waiver of that right or any other rights under this Agreement.
If any provision of this Agreement is found to be invalid, unenforceable, or illegal by a court of competent jurisdiction, the remaining provisions will continue in full force and effect. The invalid provision will be modified only to the extent necessary to make it valid and enforceable.
The Customer may not assign this Agreement or any of its rights or obligations without prior written consent from Zenphi. Any attempt to do so will be null and void. Zenphi reserves the right to assign this Agreement to a successor or acquirer of its business assets without the Customer’s consent or notice. The Customer waives any lien or set-off rights against Zenphi.
This Agreement does not confer any rights or benefits to third parties.
All notices, requests, demands, and other communications hereunder shall be in writing and delivered in person, by mail, or by recognized courier service to the intended recipient at its address specified in the PO. Either Party may from time to time change its address by giving the other Party notice of the change in accordance with this section. Any notice served personally shall be deemed to have been received on the day of service, any notice sent by registered mail shall be deemed to have been received five business days after being posted (eight – if sent internationally). Any notice sent by email shall be deemed to have been received upon receipt of confirmation of receipt, unless sent outside recipient’s normal business hours, in which case, it will be deemed received on the following business day.
Zenphi shall not be liable for any delay or failure to perform its obligations under these Terms of Service if such delay or failure is caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, wars, terrorism, civil unrest, strikes, labor disputes, government actions, interruptions in telecommunications or internet services, or any other events of force majeure. During such events, Zenphi’s obligations will be suspended for the duration of the event. Zenphi will make reasonable efforts to resume performance as soon as practicable after the event ceases.
