ZIGI.AI Ltd. (“ZIGI
” or “us
”) offers organizations (“Customer(s)
”) an AI-driven Software-as-a-Service platform that collects and analyzes data obtained from Customer’s internal software systems and intended to indicate actionable insights for Customer and Customer’s personnel, and provide work process intelligence for the Customer, via a browser application (the “Platform
”) and other associated products and services. In addition, our Website at https://www.zigi.ai/
offers visitors (respectively “Website
” and “Visitors
”) information on our company and technology, as well as demos and trials of our Platform (if such are made available). The Website together with the Platform and related services, except if specifically designated, shall be referred to herein as the “Services
” or “you
” refer to: (I) Customer’s first user of the Platform (“Customer Admin
”), (II) end users invited by Customer and/or by Customer Admin (namely employees and any other Customer personnel) and who use or access the Services under Customer’s account (the “End User(s)
”), and (III) Visitors. Each of the Users may access and use the Services in accordance with the terms and conditions hereunder.
1. Acceptance of the terms
ATTENTION - READ THESE TERMS CAREFULLY BEFORE USING THE PLATFORM AND SERVICES. IF YOU DO NOT AGREE TO THESE TERMS, PLEASE DO NOT ENTER, CONNECT TO, ACCESS OR USE THE SERVICES AND/OR WEBSITE IN ANY MANNER.
CUSTOMER ADMIN HEREBY REPRESENT, AGREE AND ACKNOWLEDGE THAT (I) IT HAS BEEN DESIGNATED BY CUSTOMER AND HAS FULL LEGAL AUTHORITY TO USE AND REGISTER TO THE PLATFORM AND BIND CUSTOMER TO THESE TERMS; AND (II) THESE TERMS ALSO CONSTITUTE A BINIDING CONTRACT BETWEEN CUSTOMER AND ZIGI.
Any separate written agreement entered into between ZIGI and Customer with respect to the use and access to the Platform, shall take precedence over conflicting provisions in these Terms.
2. The services
ZIGI provide Users with an AI-driven Software-as-a-Service platform that collects and analyzes data obtained from Customer’s service providers and intended, among others, to indicate actionable insights, and provide work process intelligence. ZIGI gathers data from your calendar service providers (e.g. Microsoft Outlook, Google Suite) and software development platforms (e.g. GitHub, Slack, Jira, GitLab, BitBucket or any other similar third-party platform if and to the extent that ZIGI decides to make available at its discretion, collectively “Developer Providers”). Then, the Platform analyzes the data obtained from Developer Providers and provides ongoing assistance and workflow insights according to Customer Admin customization and End User’s preferences.
ZIGI may continuously update its Services with new capabilities or offerings or replace some of the capabilities with others. You acknowledge and agree that some of the features and capabilities may be experimental and/or offered in limited versions or limited locations.
3. Registration and user account
In order to use the Services, Customer Admin(s) and End Users must register and open an account through the Website or as otherwise directed and\or operated by ZIGI before accessing the Services (the “ZIGI Account”). To complete your ZIGI Account registration, we may require certain information which will include your name, e-mail and password, as well as your consent for ZIGI to integrate with Developer Providers. We may allow Customer Admin and End Users to invite other End Users to enroll to the Services as End Users associated with Customer’s Zigi Account.
Customer Admin holds and may delegate through the Zigi Account, different roles and permissions to End Users, such as without limitation, to designate other End Users as Customer Admin(s), allowing certain view and configuration permissions and other options as may be offered by ZIGI from time to time.
You are responsible for maintaining the confidentiality of the login credentials (e-mail and password or any other access method implemented by ZIGI) of your ZIGI Account and for all activities that occur under your ZIGI Account. You agree not to disclose your login credentials to any third party, and you are responsible for any use or misuse performed through your ZIGI Account (including by any third party if you do choose to disclose these credentials). We reserve the right to temporarily suspend or permanently terminate your ZIGI Account if we determine that you or anyone on your behalf is using your ZIGI Account in a manner which violates these Terms.
We may make available on the Website certain demonstration of the Platfrom (“Demos”) and/or allow you to register for a free or paid trial of the Services and Solution (“Trial”). Any Demos and Trials and any use thereof are governed by these Terms. You acknowledge that we may, in our sole discretion and at any time(s), add, remove, discontinue, edit or otherwise change any part of the Demos or Trials (either prospective or ongoing) and the Services made available under such Demos or Trials, without notice, and delete any Customer Data provided in the scope of such Demos and Trials
If you wish to modify your ZIGI Account information, or if you wish to terminate your ZIGI Account, you may do so by contacting ZIGI support available at firstname.lastname@example.org
NOTE THAT TERMINATING YOUR ACCOUNT MAY CAUSE THE LOSS AND/OR UNAVAILABILITY OF CONTENT, FEATURES, OR CAPACITY WITH REGARD TO YOUR ZIGI ACCOUNT. ZIGI SHALL NOT BE LIABLE IN ANY WAY FOR SUCH UNAVAILABILITY AND/OR LOSS.
1. Limited license to use the Zigi services
Subject to these Terms and payment of the subscription fee provided under an applicable Order Form (as defined below), ZIGI grants Customer and End User(s) a limited, non-exclusive, non-assignable, not-tradeable, non-sub-licensable, fully and immediately revocable at our discretion, license, to access and use the Platform and Services solely for Customer’s internal business purposes, under the condition that Customer and/or anyone on its behalf (i) may not modify or prepare derivative works of the Platform and Services, (ii) do not, not permit others to obscure, alter or remove any notice of copyright set forth on the Services, (iii) do not, nor permit others, to otherwise reproduce, re-distribute, aggregate or publicly display any of the Services, Website or Platform; (iv) use the Services in accordance with these Terms. No other rights in the Platform or the Services are grated.
You hereby agree that upon ZIGI’s request you will immediately return and purge from your systems all materials and copies of the same, collected, created or used in breach of these Terms.
2. Subscription fees; payment terms
In consideration for the grant of the licenses and rights granted to use the Services as set forth under section 4 above, Customer shall pay ZIGI the subscription fees as listed under an applicable Order Form (the “Fees”). The Order Form may be executed and placed in various ways, among which, an online form or any other mutually agreed upon offline form executed by the parties in writing (the “Order Form”). Such Order Form will include the scope of the Services, subscription plan and term, the Fees and additional payment terms.
Customer hereby represent and warrant that it has the full right, permissions and consents for using such Customer Data, including for ZIGI’s use on its behalf, for the purpose of rendering the Services, and hereby waive any and all claims against ZIGI in relation to the collection, use, storage or processing of such Customer Data and in relation to any violation of your and/or any of your End Users’ privacy.
Inherent to use of the Platform, our interface and linking to the Customer’s Developer Providers, may allow us to have access to view the underlying data of your internal software, i.e. the data that you manage through your use of the Developer Providers (the “Underlying Data”). Processing of such Underlying Data is not required for us to provide you with the Services and we undertake that we will not process such Underlying Data or otherwise make any use of it.
4. Third party developer providers
5. Additional restrictions on your use of the services
There is a certain conduct which is strictly prohibited while using the Services. Customer nor anyone on its behalf may not, (i) use or consume or use any content made available through the Services in a manner infringing upon the rights (including intellectual property rights) of the publisher(s) of such content including the Publisher(s) or any other third party; (ii) copy, replicate, scrape, modify, create derivative works of, adapt, emulate, translate, reverse engineer, compile, decompile or disassemble any portion of the content on, or made available through the Services and any other information, documents, material and data made available on or made through the Services (collectively, the “Content”) in any way, or publicly display, perform, or distribute the Content, without ZIGI’s (and as applicable Publisher’s) prior written consent; (ii) use of the Content on any other website or networked computer environment for any purpose without ZIGI’s prior written consent; (iii) except under specific agreement with ZIGI, create a browser or border environment around the Services Content, link, including in-line linking, to elements on the Services or which are made available through the Services; (iv) transmit, distribute, display or otherwise make available through or in connection with the Services any content, which may infringe third party rights, including intellectual property and privacy rights, or which may contain any unlawful content ; (v) transmit or otherwise make available in connection with the Services or use them to distribute and/or otherwise transmit any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (vi) interfere with or disrupt the operation of the Services or the servers or networks that host the Services or make the Services available, or disobey any requirements, procedures, policies, or regulations of such servers or networks; (vii) use the Services and/or Content for any illegal, immoral or unauthorized purpose.
In the event that Users provide ZIGI with any suggestions, comments or other feedback relating to ZIGI’s Platform and Services (collectively, “Feedback”), such Feedback is deemed as the sole and exclusive property of ZIGI and you hereby irrevocably assign to ZIGI all of your rights, title and interest in and to all Feedback, if any, and waive any moral rights you may have in such Feedback. Without derogating from the foregoing, you hereby represent and warrant that you shall not provide any Feedback which is subject to any third-party rights or any limitations or which you are otherwise preclude from providing to ZIGI, and shall promptly inform ZIGI as soon as you become aware of any third-party right or limitation which may apply to Feedback already provided by you.
Either party (a “Disclosing Party”) may disclose or make available to the other party (a “Receiving Party”) certain confidential information regarding its technology, operations and business (“Confidential Information”). Receiving Party agrees to use best reasonable industry measures to protect the confidentiality and not disclose the Confidential Information to any third party or use any Confidential Information except as required to provide or use of the Services or the Platform in the scope of the parties’ engagement hereunder. Confidential Information shall not include information that Receiving Party can show by written evidence (a) was already lawfully known to or independently developed by Receiving Party without access to or use of Confidential Information, (b) was received by Receiving Party from any third party without restrictions, (c) is publicly and generally available, free of confidentiality restrictions. Receiving Party shall not be prevented from disclosing Confidential Information pursuant to a binding court order or similar binding legal requirement for disclosure, provided that Receiving Party provides Disclosing Party with prompt notice of such requirement and cooperate in order to minimize such requirement. Receiving Party shall restrict disclosure of Confidential Information to those of its employees with a reasonable need to know such information and which are bound by written confidentiality obligations no less restrictive than those set out herein. Receiving Party shall in any event remain liable for any actions or omissions performed by its employees and service providers, as if performed by Receiving Party.
All Customer Data is the Confidential Information of Customer and, except as expressly set forth above with respect to anonymized data, ZIGI shall not disclose such Customer Data to third parties or use such Customer Data, except to provide the Services.
8. Intellectual property rights
“ZIGI Intellectual Property” means proprietary and intellectual property rights in and to the Services, logos, graphics, icons, images, as well as the selection, assembly and arrangement thereof, the Content and related materials, ZIGI’s trademarks, trade names, copyrightable materials, designs, “look and feel”, all whether or not registered and/or capable of being registered, and any and all Feedback.
ZIGI’s Intellectual Property is owned and/or licensed to ZIGI or its affiliates or licensors and is subject to copyright and other applicable intellectual property rights under Federal and state United States law, foreign laws and international conventions.
“ZIGI” and all logos and other proprietary identifiers used by ZIGI in connection with the Services (“ZIGI Trademarks”) are all trademarks and/or trade names of ZIGI, whether or not registered. All other trademarks, Services marks, trade names and logos which may appear on or with respect to the Services (including those of Developer Providers) belong to their respective owners (“Third Party Marks”). No right, license, or interest to ZIGI Trademarks and/or to the Third Party Marks is granted hereunder, and you agree that no such right, license, or interest shall be asserted by you with respect to ZIGI Trademarks or the Third Party Marks and therefore you will avoid using any of those marks, unless expressly permitted herein. You may not remove or delete copyright notices, restrictions and signs indicating proprietary rights of ZIGI and/or its licensors, including copyright mark [©] or trademark [® or ™] contained in or accompanying the Services, and you represent and warrant that you will abide by all applicable laws in this respect and will not use any name, mark or logo that is identical, or confusingly similar to any of the ZIGI Trademarks, whether registered or not.
Customer owns all right, title and interest in and to any Customer Data and Customer’s Confidential Information provided by Customer to ZIGI in connection with this Agreement.
Customer grants ZIGI a limited, worldwide, royalty-free license to display Customer’s name and logo on its website and in marketing materials; Customer may revoke this license by providing written notice to ZIGI at email@example.com.
9. Third party components
The Services may use or include third party software, files and components that are subject to open source and third-party license terms (“Third Party Components”). Your right to use such Third Party Components as part of, or in connection with, the Services is subject to any applicable acknowledgements and license terms accompanying such Third Party Components, contained therein or related thereto. If there is a conflict between the licensing terms of such Third Party Components and these Terms, the licensing terms of the Third Party Components shall prevail only in connection with the related Third Party Components. These Terms do not apply to any Third Party Components accompanying or contained in the Services and ZIGI disclaims all liability related thereto. You acknowledge that ZIGI is not the author, owner or licensor of any Third Party Components, and that ZIGI makes no warranties or representations, expressed or implied, as to the quality, capabilities, operations, performance or suitability of Third Party Components. Under no circumstances shall the Services or any portion thereof (except for the Third Party Components contained therein) be deemed to be “open source” or “publicly available” software.
10. Availability of the services
The Services availability and functionality depend on various factors, such as communication networks, software, hardware, and ZIGI’s service providers and contractors. ZIGI does not warrant or guarantee that the Services will operate and/or be available at all times without disruption or interruption, or that it will be immune from unauthorized access or will otherwise be error-free. ZIGI also reserves the right to select on which platforms it may offer its Services.
11. User eligibility
You must be at least eighteen (18) years of age to use the Service. By agreeing to these Terms, you represent and warrant to us: (i) that you are at least eighteen (18) years of age; and (ii) if the User of the Services is under the age of eighteen (18) or is otherwise under the age of legal eligibility and capacity in the jurisdiction applicable to such User you hereby confirm that you are the legal guardian of the User and both you and the User have read and agreed to these Terms and approved of the User’s continued use of the Service subject to these Terms; (iii) that you have not previously been suspended or removed from the Service; and (iii) that your use of the Service is in compliance with any and all applicable laws and regulations.
12. Changes to the services
ZIGI DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, THE INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OR OPERATION OF THE SERVICES (OR ANY PART THEREOF). THE SERVICES INCLUDING WITHOUT LIMITATION ANY CONTENT, MATERIALS, DATA AND INFORMATION MADE AVIALABLE THEREHTROUGH OR RELATED THERETO, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. ZIGI AND ITS AFFILIATES AND/OR ITS SUBSIDIARIES, INCLUDING ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, SUB-CONTRACTORS, AGENTS, PARENT COMPANIES, SUBSIDIARIES AND OTHER AFFILIATES (COLLECTIVELY, “ZIGI AFFILIATES”), JOINTLY AND SEVERALLY, DISCLAIM AND MAKE NO REPRESENTATIONS OR WARRANTIES AS TO THE USABILITY, ACCURACY, QUALITY, AVAILABILITY, RELIABILITY, SUITABILITY, COMPLETENESS, LEGALITY, TRUTHFULNESS, USEFULNESS, OR EFFECTIVENESS OF ANY CONTENT, DATA, RESULTS, OR OTHER INFORMATION AVAILABLE, OBTAINED OR GENERATED IN CONNECTION WITH YOUR OR ANY USER’S USE OF THE SERVICES.
ZIGI DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES AND/OR WEBSITE IS OR WILL BE SECURE, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERROR, OR FREE OF VIRUSES, WORMS, OTHER HARMFUL COMPONENTS, OR OTHER PROGRAM LIMITATIONS. YOU AGREE AND ACKNOWLEDGE THAT THE USE OF THE SERVICES AND/OR WEBSITE, INCLUDING USE OF AND/OR RELIANCE ON ANY CONTENT AVAILABLE THROUGH THE WEBSITE, IS ENTIRELY, OR OTHERWISE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AT YOUR OWN RISK.
14. Limitation of liability
IN THE EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT SHALL ZIGI AND/OR ANY OF THE ZIGI AFFILIATES BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, RESULTING FROM OR ARISING OUT OF THE SERVICES, USE OR INABILITY TO USE THE SERVICES, FAILURE OF THE SERVICES TO PERFORM AS EXPECTED, LOSS OF GOODWILL, LOSS OF DATA OR PROFITS, THE PERFORMANCE OR FAILURE OF ZIGI TO PERFORM UNDER THESE TERMS, AND ANY OTHER ACT OR OMISSION OF ZIGI BY ANY OTHER CAUSE WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES ARISING FROM THE CONDUCT OF ANY USERS AND/OR THIRD PARTY WEBSITES.
SUCH LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO ALL CLAIMS FOR DAMAGES, WHETHER BASED IN AN ACTION OF CONTRACT, WARRANTY, STRICT LIABILITY, NEGLIGENCE, TORT, OR OTHERWISE. YOU HEREBY ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS OF LIABILITY ARE AGREED ALLOCATIONS OF RISK CONSTITUTING IN PART THE CONSIDERATION FOR ZIGI’S PROVISION OF THE SERVICES TO YOU, AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY, AND ARE SUITABLE FOR THE ENGAGEMENT HEREUNDER, AND BOTH YOU AND US HAVE RELIED ON THESE LIMITATIONS AND RISK ALLOCATION IN DETERMINING WHETHER TO ENTER THESE TERMS.
Customer agrees to defend, indemnify and hold harmless ZIGI from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of the Services; (ii) your violation of any term of these Terms; (iii) Customer (including its Customer Admin and End Users’) violation of any third party rights, including any intellectual property rights or privacy right of such third party; and (iv) any damage of any sort, whether direct, indirect, special or consequential, Customer may cause to any third party with relation to the Services, including to any of Customer’s End Users.
16. Amendments to the terms
ZIGI may change these Terms from time to time, at its sole discretion and without any notice. We will notify regarding substantial changes of these Terms on the homepage of the Website and/or we will send you notifications regarding such changes to the e-mail address available in your Account information. Such substantial changes will take effect seven (7) days after such notice was provided on our Website or sent via email. Otherwise, all other changes to these Terms are effective as of the stated “Last Revised” date and your continued use of the Services after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes.
These Terms do not, and shall not be construed to create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto. Any claim relating to the use of the Services will be governed by and interpreted in accordance with the laws of the State of Israel, without reference to its conflict-of-laws principles. Any dispute arising out of or related to your use of the Services will be brought in, and you hereby consent to the exclusive jurisdiction and venue in, the competent courts of the Tel-Aviv, Israel. If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision. You may not assign, sublicense or otherwise transfer any or all of your rights or obligations under these Terms without ZIGI's prior express written consent. We may assign our rights and/or obligations hereunder and/or transfer ownership rights in the Platform and Services (or any part thereof) to a third party without your consent or providing any prior notice. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Without limitation, you agree that a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
18. Contact us
If you wish to receive more information on these Terms, please contact us using the details provided below:
Address: 20 Lincoln Street Tel Aviv, Israel