Zenkit Terms of Service
Last updated on November 17th, 2020
This TOS governs your access to and use of any Zenkit website, any order you place through a Zenkit website, by telephone or any other means, and, as applicable, your use or attempted use of Zenkit’s products and services (collectively, “Your Use”), including any extensions, mobile applications, and other downloadable products.
If you are using Zenkit on behalf of a legal entity (such as your employer), you are agreeing to these Terms on behalf of that legal entity, and you represent and warrant that you have the authority to agree to these Terms on the legal entity’s behalf. Please note that if you use any email address owned or controlled by the legal entity as the primary or sole email address for your Zenkit account, and choose to purchase any goods or services (e.g. paid subscriptions, consulting etc.), or are an administrator of a paid account, then (i) you are considered a representative of the legal entity, (ii) your acceptance of these Terms of Service will be deemed to bind this legal entity to this agreement, and (iii) the word “you” in these Terms will refer to the legal entity.
By continuing to use Zenkit after revisions become effective, you are agreeing to the revised Terms. If you do not agree to the revised Terms, please stop using Zenkit. By accessing or using Zenkit, you indicate your assent to be bound by these Terms.
1 Your Zenkit Account
To use Zenkit, you’ll need to create a Zenkit account (“Account”), either via Zenkit or through a third-party service such as Google. In the latter case, personal information you provided to that third party, such as your name, email address and other information your privacy settings on that service allow us to access, will be used to create your Account.
You are responsible for safeguarding your Zenkit login credentials. You are responsible for activity on your Account, whether or not you authorized that activity. You should immediately notify us of any unauthorized use of your Account or any other breaches of security. Zenkit will not be liable for any acts or omissions by you, including any damages of any kind incurred as a result of such acts or omissions.
By signing up for a Zenkit Account or by using Zenkit, you agree to receive important updates directly from Zenkit. This could be in the form of an email, a push notification, or a message inside Zenkit itself. These messages will only be used to inform you of major updates or other things that Zenkit feels is necessary for our users to know. There is no opt-out of these notifications as they are essential to the functionality of our business.
1.1 Your Content on Zenkit
By using Zenkit, you provide us with text, images, file attachments, and other information (“your Content”). You retain full ownership of your Content. These Terms don’t give us any rights to your Content except for the limited rights that enable us to offer the Services.
We need your permission to, for example, host your content, back it up, and share it when you ask us to. Our Services also provide you with features like sorting, editing, sharing, and searching your Content. These and other features may require our systems to access, store, and scan your Content. You give us permission to do those things, and this permission extends to our affiliates and trusted third parties we work with.
You can remove your Content by deleting it. However, in certain instances, some of your Content may not be completely removed (when your data is shared with someone else, for example). We are not responsible or liable for the removal or deletion of any of your Content, or the failure to remove or delete such Content.
If you process personal data (German: “personenbezogenen Daten”) or allow personal data to be processed on systems for which Zenkit is technically responsible, and because of this, require for legal reasons a contract following §11 BDSG to be signed, you have the possibility to sign an order data processing agreement with Zenkit which will meet the minimum legal requirements.
You are solely responsible for your Content and indicate that you own or have the necessary rights to all of your Content, and that use of your Content does not infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
You must not add Content in a misleading or unlawful manner, including in a manner intended to trade on the name or reputation of others. You, the customer, are responsible for all personal data stored with Zenkit and also any legal responsibilities that come with the storage and processing of such data. You, therefore, must also know whether the processing of such data, through the use of the Service, adheres to all laws and that you have all of the associated authorizations.
“Primary content” includes all data a user creates directly on Zenkit (e.g. items, comments, etc). “Indirect Content” may be produced by Zenkit to support functions related to the primary (e.g. activities, permission records, member accesses, etc.).
1.2 Definition of Resources
All Content will be stored on Zenkit’s services and the underlying technical infrastructure. Zenkit uses several structures (“Resources”) for storing, organizing, sharing, and accessing Content. The names of Resources might differ for different Zenkit products (e.g. “workspaces, collections, items, lists, teams, folders, members”). Resources can be organized hierarchically and Resources that contain other Resources (e.g. folders contain lists) are called “Containers” for the contained Resources.
Every Resource has one “Owner” who is responsible for that Resource. The ownership can be transferred. If you are the owner of a Resource, we refer to it as “Your resource”. By default, the owner of a Containing Resource is the owner of all contained Resources.
Zenkit offers the ability to share resources between Users. Users/Accounts can be granted access to certain Resources. Users/Accounts with access to a Resource are called “Members” of the Resource.
1.3 Publishing Resources
You acknowledge that if you choose to publish a Resource, all user names and avatars, any Content included in the Resource, and any activities within the Resource, will be publicly available and viewable to anyone with a link to that Resource. Publishing a Resource will make the Resource available to be indexed by web search engines like Google, and thus searchable by anyone with access to the internet and to those indexing sites. Zenkit has no liability for how any other Party uses or accesses your data as a result of the privacy settings you choose to use on your Resources, or for you or your users’ decision to post your Content on publicly available Resources.
Zenkit may un-publish (i.e. make private) any Resource for which we believe that the Content contained in that Resource violates the acceptable Use of Zenkit as outlined by the following paragraph, in addition to the subsequently mentioned right to remove access to the Resource or terminate or deny access to the Service.
Zenkit may change or remove any Content that it considers inappropriate or unlawful, or otherwise likely to cause Zenkit liability. Zenkit reserves the right, at our sole discretion and at any time, to create or update limits to use and storage.
Zenkit adheres to all statutory data protection regulations.
1.4 Termination, Breach, Inactivity, and Suspension
Zenkit may terminate your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately. If we suspend or terminate your use of Zenkit, we will try to let you know in advance and help you retrieve data, though there may be cases (for example, flagrantly violating these Terms) where we may suspend immediately. If you wish to terminate this Agreement or your Zenkit account (if you have one), you may simply discontinue using the Service. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
If your Account is terminated via means provided for deletion in your Zenkit profile, or by Zenkit, your Account will be disabled and you may not be granted access to your Account or any files or other Content contained in your Account. Your user Content and any files contained in your Account will be permanently deleted after some time and be unrecoverable by Zenkit. Residual copies of information may remain in our system for some time for back-up purposes.
You may additionally request via email to Zenkit that communications or other content containing your personal data also be removed. Zenkit will make all reasonable efforts to do so and will only retain data required by law.
You must use your Zenkit account to keep it “active.” Zenkit reserves the right to close all “inactive” Zenkit accounts, with or without notice. Inactivity is determined by the last login date. You must sign in to your Zenkit account at least once per year to keep your account active. If you don’t sign in during this time, Zenkit will consider your account to be inactive. We will try to notify you of your inactive account status by email, and offer a 30 day period within which you can re-activate the account. Inactive accounts may be archived or permanently deleted.
2 Use of Zenkit
Zenkit is a product owned by Axonic Informationssysteme GmbH (“Axonic”). Axonic and its licensors are protected by German and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
You may only use Zenkit as permitted by law, including all applicable federal, state, local or international law or regulation.
If you post material to the Website or Products or otherwise make (or allow any third party to make) material available by means of the Website or Products (any such material, “Content”), you are entirely responsible for the content of, and any harm resulting from, that Content. By making Content available, you represent and warrant that:
- the downloading, copying and use of the content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
- if your employer has rights to intellectual property you create, you have either (i) received permission from your employer to post or make available the content, including but not limited to any software, or (ii) secured from your employer a waiver as to all rights in or to the content;
- you have fully complied with any third-party licenses relating to the content, and have done all things necessary to successfully pass through to end users any required terms;
- the content does not contain harmful content;
- the content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third-party websites or boost the search engine rankings of third party websites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
- the content is not pornographic, does not contain threats or incite violence, and does not violate the privacy or publicity rights of any third party;
- your content is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, other websites, and similar unsolicited promotional methods;
- your content is not presented in a manner that misleads your readers into thinking that you are another person or company; and
- you have, in the case of content that includes computer code, accurately categorized and/or described the type, nature, uses, and effects of the materials, whether requested to do so by Zenkit or otherwise.
You can also give other Zenkit users your permission to share your Content and add their own Content to it.
If you delete Content, Zenkit will use reasonable efforts to remove it from the Zenkit services, but you acknowledge that caching or references to the Content may not be made immediately unavailable.
Without limiting any of those representations or warranties, Zenkit has the right (though not the obligation) to, in Zenkit’s sole discretion (i) refuse or remove any Content that, in Zenkit’s reasonable opinion, violates any Zenkit policy or is in any way harmful or objectionable, or (ii) terminate or deny access to and use of the Website, Product, or Service to any individual or entity for any reason, in Zenkit’s sole discretion. We have the right to investigate violations of these Terms and may also consult and cooperate with law enforcement authorities to prosecute users who violate the law. Zenkit will have no obligation to provide a refund of any amounts previously paid.
3 Additional Terms for Mobile Applications
3.1 Mobile Applications
We make software available to access our Service via compatible mobile devices (“Mobile Applications”). This software remains subject to these Terms. You agree that you are solely responsible for any data charges you incur in connection with your use of these Mobile Applications from your wireless or data provider. You acknowledge that we occasionally release upgraded versions of the Mobile Applications, and may automatically upgrade the version of the Mobile Applications that you are using on your device. You consent to these automatic upgrades, and agree that these Terms will apply to all such upgrades. Any third-party code used in the Mobile Applications is covered by the applicable open source or third-party license EULA, if any, authorizing use of such code.
3.2 App Store Terms
If you download or purchase any Zenkit Mobile Applications from any third-party app store: (i) you acknowledge that these Terms are between you and Zenkit only, and not with the third party; (ii) the third party is only a provider of the app store where you obtained the Mobile Applications; (iii) your use of Zenkit Mobile Applications must comply with the third party’s then-current app store terms and conditions; (iv) we, and not the third party, are solely responsible for our Mobile Applications; and (v) you acknowledge and agree that such third-party is a third-party beneficiary to these Terms as it relates to such Mobile Applications.
4 Subscriptions and Plans
4.1 Definition and Scope
Zenkit offers different standalone Products (e.g. “Base”, “To Do”, “Zenchat”, “Projects”, “CRM”, “Wiki” etc.). Each product can be used with differing levels of features and quotas (“Plans”). We offer several Plans for each Product with distinct names (e.g. Free, Plus, Business, Enterprise).
Some products offer a free Plan, all non-free plans are called “Paid Plans”. All details of a Plan are defined in the “Plan Terms”. The Plan Terms include: features, functions, quotas, limits, free quotas of resources, free quotas of member-accesses, etc. The relevant Plan Terms are defined on the pricing page of each Product.
A Plan can be made available to your Account via a Subscription. In case a Product offers a free Plan, you will automatically have a Subscription with a free plan (“free Subscription”). If you choose to create another (non-free) Subscription, you shall pay fees to Zenkit.
The process of purchasing a (non-free) Subscription is called an “Upgrade”. Moving from a Subscription to a less valuable or free Subscription is called “Downgrade”. The process of canceling a Subscription is called “Cancellation”.
A Subscription is a set of information, valid for one Account and one Product. It contains, the account-Identifier, the product-Identifier, the plan, the quota of members/users (“Seats”) who can access the associated Resources, additional volume packages and quotas, the period of time in which the subscription is valid (“Service Period”), the time of its creation (“Purchase Time”), the pricing based on the Plan Terms, and the billing and payment information (see below), the renewal details. This set of information forms the “Subscription Quotas”.
This means that you purchase a Subscription at a certain purchase time for your Account, with a certain contingent of member-accesses (“seats”), for a specific Product, for a specific Plan, for a certain service period at a certain price. This information (including the plan terms) is fixed at the purchase time. That also means you need to purchase/create a separate Subscription for each Product you use.
It is possible to use multiple Zenkit Products simultaneously. If you choose to purchase a Paid Plan for more than one Product, it is possible to receive a small discount in the form of bundle pricing. To inquire about bundle pricing, please contact sales @ zenkit . com.
4.2 Usage and exceeding limits
Within a Product, you can access certain Resources (your own and owned by others). The “usage” of a Product for your Account is calculated and measured based on your Subscription. It may include e.g. the number of members who have access to the Resources, the number of owned and external Resources, and volume of Resources.
If your usage is more than your Subscription quotas for the Product, your Subscription is “exceeded”. Exceeded subscriptions go though several “escalation levels”, e.g. making the Account and the owned Resources read-only.
5 Payment Terms and Conditions
Subscriptions can be ordered via online order (“Online Subscription”) or any ordering document (“Order Form Subscription”) including requests via email. Upon selection of a Subscription, you must provide Zenkit with the necessary billing information (“Billing Data”).
Zenkit may occasionally revise fee rates and/or the billable subscription fee (“Subscription Fee”) structure and will provide you with email notice of any changes in fees at least thirty (30) days prior.
If you purchase a Subscription and provide Billing Data, you agree to these payment terms and conditions.
By default, Subscriptions will automatically renew for an additional period of time until cancelation. By default this period is based on your initial service time (e.g. one month or one year). It requires recurring payments. This is true for both Online Subscriptions and Order Form Subscriptions. Fees will be charged in advance on an annual or monthly basis based on your subscription. Zenkit may automatically charge you for this renewal on or after the renewal date associated with your account unless you have terminated the Subscription or Zenkit terminates the Subscription prior to the renewal date.
5.2 Billing and Payment Methods
Zenkit accepts payment via Credit Card and PayPal for Online Subscriptions, and additionally payment via bank transfer for Order Form Subscriptions. Subscriptions can be paid as either a monthly or yearly Subscription Fee.
If you purchase a Subscription, you must provide current, complete and accurate Billing Data. It is your duty to ensure that your Billing Data is kept up-to-date in case of a change, such as a new Credit Card number or change of billing address.
Zenkit will charge tax when required to do so by law. You are responsible for all sales, use, value added or other taxes of any kind related to your purchase of a Subscription (excluding Zenkit’s net income). You are also responsible for any payment-related fees such as wire transfer, PayPal, or Credit Card processing fees.
Payment is expected within 2 weeks of receipt of the invoice. If you cannot make this payment date, please contact billing @ zenkit . com in advance.
You must cancel the Subscription prior to its renewal date in order to avoid billing of the next Subscription Term’s fee. Fees are non-refundable based on the Subscription Term purchased and not actual usage. Payment obligations for the Subscription Term to which you subscribe are non-cancelable.
You may cancel or manage your Online Subscription at any time prior to the renewal date from the “Plans/Subscription/Payments” section of your Zenkit Profile. Reducing the number of users in your account is not sufficient to modify or cancel your Subscription, you must make these changes within your Zenkit profile. For Order Form Subscriptions, cancellation must be requested in writing, including by email to billing @ zenkit . com, at least one week (7 days) prior to the expiration of the then-current Subscription Term.
If you choose to cancel your Subscription, you may continue to use the Subscription until the end of the current Subscription Term, but you will not be issued a refund for the most recently (or any previously) charged fees.
5.4 Late Payments
If the payment of your Subscription Fee is overdue by more than 2 weeks (14 days), or if you are over the quota allowed by your Subscription for more than 2 weeks, Zenkit will suspend your account. Your Content will remain accessible to you, but you may not add any new Content or make changes to your existing Content until payment of your Subscription Fee is received in full.
5.5 Email Domains
Please note the domain of the email address that you use to register with is significant, as Zenkit Users with the same non-public domain are classed together as one group, regardless of their connection to one another. This will mean that if there are 3 Users already registered using the same email domain, the original three Users and any additional Users are required to purchase an upgrade.
6 Copyright Infringement and DMCA Policy
As Zenkit asks others to respect its intellectual property (IP) rights, it respects the intellectual property rights of others. If you believe that material located on or linked to by Zenkit violates your copyright, you are encouraged to notify Zenkit at copyright @ zenkit . com and include the following information:
- Your full legal name and electronic or physical signature
- A description of the copyrighted work or other items that you believe has been infringed
- Enough information to properly identify and locate that content (including the relevant URL)
- Contact information, including telephone number, and email address
- The following statements in the body of notice:
- “I hereby state that I have not authorized the challenged use, and I have a good-faith belief that the challenged use is not authorized by law.”
- “I hereby state under penalty of perjury that all of the information in the notification is accurate and that I am the owner of the IP, or authorized to act on behalf of the owner of the IP.”
Zenkit will respond to such notices, including as required or appropriate by removing the infringing material or disabling all links to the infringing material. Zenkit will terminate a visitor’s access to and use of the Website, Products and/or Services if, under appropriate circumstances, the visitor is determined to be a repeat infringer of the copyrights or other intellectual property rights of Zenkit or others. In the case of such termination, Zenkit will have no obligation to provide a refund of any amounts previously paid to Zenkit.
7 Intellectual Property
This agreement does not transfer from Zenkit to you any Zenkit or third party intellectual property, and all right, title, and interest in and to such property will remain (as between the parties) solely with Zenkit. Zenkit and the Zenkit logo, and all other trademarks, service marks, graphics, and logos used in connection with Zenkit, or the Website, Products, or Services, are trademarks or registered trademarks of Zenkit or Zenkit’s licensors. Other trademarks, service marks, graphics and logos used in connection with the Website may be the trademarks of other third parties. Your use of the Website, Products, or Services grants you no right or license to reproduce or otherwise use any Zenkit or third-party trademarks.
Zenkit reserves the right to display attribution links such as ‘created using Zenkit’ or ‘powered by Zenkit’ in your published content.
8 Children under 13 and Zenkit
9 Responsibility of Website Visitors
Zenkit has not reviewed, and cannot review all of the material posted to the Website, and cannot, therefore, be responsible for that material’s content, use or effects. By operating the Website, Zenkit does not represent or imply that it endorses the material there posted, or that it believes such material to be accurate, useful or non-harmful. You are responsible for taking precautions as necessary to protect yourself and your computer systems from harmful or destructive content. The Website may contain content that is offensive, indecent, or otherwise objectionable, as well as content containing technical inaccuracies, typographical mistakes, and other errors. The Website may also contain material that violates the privacy or publicity rights or infringes the intellectual property and other proprietary rights of third parties, or the downloading, copying or use of which is subject to additional terms and conditions, stated or unstated. Zenkit disclaims any responsibility for any harm resulting from the use by visitors of the Website, or from any downloading by those visitors of content there posted.
10 Information storage
Zenkit servers may not be located in your home country. By using the Website or Services and providing us with your personal information, you agree that your personal information can be transferred and saved to Zenkit servers.
You grant Zenkit the right to reproduce the data to be stored by Zenkit for you for the purposes of the performance of this contract, insofar as this is necessary to render the Services owed under this agreement. Zenkit is also entitled to store the data in a failure system or separate backup system. In order to eliminate disturbances, Zenkit is also entitled to make changes to the structure of the data or to the data format.
As a technical Service provider, Zenkit saves content and data for you, which you enter and store during the use of the Service, and makes it available for retrieval. You agree not to impose criminal or otherwise unlawful Contents and data, absolutely or in relation to individual third parties, and not to use viruses or other malicious software programs in connection with the Service. Further details can be found under “Use of Zenkit”. The “Use of Zenkit” guidelines can be found in the current version of this agreement.
We are constantly updating our Services, and that means sometimes we have to change the legal Terms under which our Services are offered. If we make changes that are material, we will let you know by posting on our blog, or by sending you an email or other communication before or when the changes take effect. The notice will designate a reasonable period of time after which the new Terms will take effect. If you disagree with our changes, then you should stop using Zenkit within the designated notice period. Your continued use of Zenkit will be subject to the new Terms. However, any dispute that arose before the changes shall be governed by the Terms (including the binding individual arbitration clause) that were in place when the dispute arose.
12 Warranty Disclaimers
Zenkit Services are provided “as is”. Axonic Informationssysteme GmbH and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Axonic Informationssysteme GmbH nor its suppliers and licensors, makes any warranty that the Website and/or Services will be error free or that access thereto will be continuous or uninterrupted. You understand that you download from, or otherwise obtain content or Services through, the Website at your own discretion and risk. Axonic Informationssysteme GmbH will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of Zenkit. Some states do not allow the types of disclaimers in this paragraph, so they may not apply to you.
13 Limitation of Liability
In no event will Axonic Informationssysteme GmbH, or its suppliers or licensors, be liable with respect to any subject matter of this agreement under any contract, negligence, strict liability or other legal or equitable theory for:
- any special, incidental or consequential damages;
- the cost of procurement for substitute products or Services;
- for interruption of use or loss or corruption of data; or
- for any amounts that exceed the fees paid by you to Axonic Informationssysteme GmbH under this agreement during the twelve (12) month period prior to the cause of action.
Axonic Informationssysteme GmbH shall have no liability for any failure or delay due to matters beyond their reasonable control. The foregoing shall not apply to the extent prohibited by applicable law.
You agree to indemnify and hold harmless Axonic Informationssysteme GmbH, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims, liabilities, and expenses, including attorneys’ fees, court costs, or any other fees related to a legal proceeding, arising out of your use of Zenkit, including but not limited to your violation of this agreement. If a claim is made as a result of alleged acts or omissions by you, Zenkit will provide you with the claim and all information to the extent that is legally possible. At the same time, you must immediately inform Zenkit and give Zenkit all of the information on the facts and the subject matter in writing.
15 General Terms
The Terms of Service, the Website and the Services are governed by German law exclusively. Any claim or dispute in relation to your use of the Website and/or of the Services which cannot be resolved or settled by the parties to the Terms may only be brought before the competent court in Mannheim, Germany, which shall have exclusive jurisdiction.
These Terms constitute the entire and exclusive agreement between you and Axonic Informationssysteme GmbH, and supersede and replace any other agreements, terms and conditions. These Terms create no third party beneficiary rights. Axonic Informationssysteme GmbH’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable, the remaining provisions of the Agreement will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible.
You may not assign any of your rights in these Terms without our written consent, and any such attempt will be null and have no effect. Axonic Informationssysteme GmbH may freely assign or transfer these terms without restriction. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
15.1 International Use
Recognizing the global nature of the Internet, You agree to comply with all local rules regarding online conduct and acceptable user content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the country in which you reside.
15.2 Contact Information
If you have any questions about these Terms, please contact us at: legal @ zenkit.com
Or the following physical address:
Axonic Informationssysteme GmbH