Terms of Use
This Agreement ("Agreement") is entered into by and between the "User" and TechForge Solutions, Inc. ("Service Provider"). The Agreement outlines the terms and conditions governing the use of Zyona (the "Product") as described in the attached Statement of Work (the "SOW").
- License
During the Term of this Agreement, the Service Provider grants the User a limited, non-exclusive, non-transferable, revocable right to use Zyona "Product" as specified in the SOW, along with any associated documentation. This usage is subject to the terms and conditions outlined in this Agreement and the following restrictions:
a. The Product must comply with all applicable laws, regulations, and data privacy requirements.
Ownership of the Product, Zyona, and related documentation always remains with TechForge Solutions, Inc..
- User Obligations
The User agrees not to reverse engineer, decompile, disassemble, or attempt to discover the source code of the Product or Zyona. The User is responsible for providing a suitable Google Cloud Platform (GCP) Project for running Zyona's software. Additionally, the User agrees to participate in surveys, provide product feedback, and engage in communication with Zyona for the purpose of product improvement.
- Confidentiality
"Confidential Information" refers to marked or reasonably identifiable information disclosed by either party. The User agrees to maintain the confidentiality of Zyona's Confidential Information, using it only for purposes consistent with this Agreement. Any unauthorized use or disclosure of Confidential Information must be promptly reported to Zyona. Confidential Information may be shared with authorized employees, contractors, and third parties under similar confidentiality obligations.
- Warranties
Zyona represents and warrants that:
a. It will perform the Zyona diligently, professionally, and in compliance with applicable laws and regulations.
b. It will not engage in unethical practices or offer unauthorized incentives to User's employees or customers.
c. The Product is an original creation of Zyona, free from infringing or misappropriating any third-party intellectual property rights.
d. The Product is free from viruses or code that could disrupt or harm computer systems.
Zyona does not guarantee uninterrupted or error-free services.
- Indemnification
5.1 Zyona agrees to indemnify and hold the User harmless against any claims alleging that the use of Zyona in accordance with this Agreement infringes any U.S. copyright, trademark, or patent. Certain limitations apply, as outlined in this section.
5.2 The User agrees to indemnify and hold Zyona harmless against any damages or liabilities resulting from an alleged violation of the User Obligations as stated in Section 2.
- Limitation of Liability
Except for personal injury, neither party shall be liable for any indirect, exemplary, incidental, special, or consequential damages. Both parties' liability is limited to the fees paid by the User to Zyona under this Agreement for the applicable services within the 12 months prior to the incident giving rise to the liability. Service interruptions beyond Zyona's reasonable control are not considered deficiencies under this Agreement.
- Term
This Agreement remains in effect for the duration specified in the Agreement or until terminated in accordance with its terms.
- Third-Party Software and Services
Zyona may make third-party software and services available to the User as part of the Zyona. Such third-party software and services are governed by their respective terms and conditions.
EXHIBIT A – STATEMENT OF WORK ("SOW")
This SOW is an integral part of the Master Services Agreement between the User and TechForge Solutions, Inc. All terms used in the SOW have the same meaning as defined in the Agreement.
- Zyona:
Zyona provides a unified search experience that allows users to search data from multiple applications through a single interface.
User's data from various workplace applications will be indexed and made searchable through Zyona's software running within the User's dedicated Google Cloud Platform (GCP) Project or a GCP account hosted by Zyona.
API access to the User's chosen data sources will be granted to Zyona for ingestion and indexing purposes.
Debugging operations may be performed by Zyona with explicit permission from the User for specific actions related to resolving issues. In such cases, Zyona employees will not have access to the original data source but will only access result rankings for debugging purposes.
These Terms of Use, along with the incorporated Statement of Work, govern the User's use of Zyona. By using Zyona, the User agrees to abide by these terms and conditions.
