Customer Terms and Conditions

1. Introduction

YOU ARE INSTRUCTED TO CAREFULLY REVIEW THESE TERMS AND CONDITIONS BEFORE USING, SIGN UP FOR, OR PURCHASING THE SERVICE OFFERED BY ZIPPYPLAN

By accessing our website, you acknowledge that you have read, understood, and accepted the Terms and Conditions described below. These terms and conditions legally bind the ZippyPlan Company(We, Us, Our) and the customers (you, customer, user, client). If you are a customer who does not have a Master Services Agreement (MSA) with ZippyPlan, these terms and conditions govern your access and use of our service. As part of these Customer Terms, you agree to follow the most current version of our Acceptable Use Policy, Data Processing Addendum, and any applicable Order Form. All of these documents are incorporated by reference into these Customer Terms.

PLEASE READ THESE CUSTOMER TERMS CAREFULLY. THESE CUSTOMER TERMS INCLUDE PROVISIONS FOR DISPUTE RESOLUTION AND ARBITRATION, INCLUDING A WAIVER OF CLASS ACTION THAT AFFECTS YOUR RIGHTS REGARDING DISPUTES WITH ZIPPYPLAN. YOU AGREE THAT YOU ARE ENTERING INTO THESE CUSTOMER TERMS OF YOUR OWN FREE WILL AND NOT BASED ON ANY PROMISES OR REPRESENTATIONS OTHER THAN THOSE EXPLICITLY STATED WITHIN THE CUSTOMER TERMS THEMSELVES.

1. SCOPE

1. If you are an individual customer and registered using your own email address, then only you are authorized to the rights and responsible for all obligations described in these Customer Terms.

2. If you are the individual customer and using service on behalf of an organization( such as your employer) then you represent and warrant that you have obtained permission from the entity to agree to these Customer Terms on its behalf. Also, you must ensure that your use of the services won’t violate any internal policies of the entity. For the purposes of these Customer Terms, “you,” and “your” will refer to that business organization.

3. If you are an Organization/Entity and purchasing licenses for your authorized users, then you have the ability to manage various aspects of access to the service. Such as provisioning or deprovisioning access, managing permission, retention, export setting, and transferring or assigning accounts based on the instructions provided in the Documentation. 

As such, you will (a) inform all Entity policies to the Authorized user to their use of the service and other settings that impact the processing of Customer Data; and (b) make sure that the collection, transfer, and processing of Customer Data under the Customer Terms are legal. If any Industry-specific terms apply to you(for example, if you are the Hong Kong government entity) then those terms are included in this agreement by reference, and you agree to adhere to them fully. If there is any conflict between these Industry-Specific Terms and the general terms below, the Industry-Specific Terms will take priority. 

4. If you are an Authorized User who registered using your Entity email domain and whose license was purchased and controlled by your Entity. Then you recognize that your Entity governs your Service usage. In this case, the Entity is the customer and it authorizes all the rights and is responsible for all obligations under the customer terms or MSA. Additionally, your entity may change or terminate your access to the service at any time in its sole discretion.  

2. RESPONSIBILITIES

a)General

Provision:  ZippyPlan provides you the necessary credentials and network links or connections required to access the service. You agree that the total number of users allowed will not be more than the number specified in the order form or the number of users bought by the company

Support: ZippyPlan provides the necessary support for the services as included in the ZippyPlan website.

Security: ZippyPlan will make every commercially reasonable effort to establish and uphold technical and organizational safeguards aligned with relevant industry standards. These measures are designed to prevent unauthorized access, usage, modification, or disclosure of Customer Data.

For more information about ZippyPlan’s security, you can visit https://zippyplan.com/security

Investigation: ZippyPlan has the authority to investigate any complaints or violations of its Customer Terms although it’s not obligated to do so. If ZippyPlan finds any issues, they can take appropriate actions, like suspending or terminating access to its services or permanently blocking access. Additionally, ZippyPlan may report any suspected unlawful activity to law enforcement or other third parties and disclose any information necessary or appropriate to such persons or entities relating to your account, Customer Data, e-mail addresses, usage history, posted materials, IP addresses, and traffic information, as allowed under our Privacy Notice. Users agree to promptly inform ZippyPlan if they become aware of any unauthorized or illegal use of the services by contacting support@zippyplan.com

Data Protection: The Data Processing Addendum (“DPA”) is available and published as of the Effective Date. It is hereby included by reference and applies if Customer Data contains Personal Data as defined in the DPA.

b)Customer

i) Cooperation: When using ZippyPlan, you must cooperate with them to meet and fulfill their obligations under the Customer Terms. When you cooperate with ZippyPlan, you provide their services effectively without delay or failure. If you do not cooperate then, they will not be responsible for any delays or difficulty in providing you with their services. 

ii) Compliance: You and your access( including Authorized Users and Invitees) use the service must always comply with these Customer Terms, the Acceptance Use Policy, and all applicable laws.  ZippyPlan controls and operates the Service from Hong Kong and all the Services may not be suitable or accessible for use in other locations. If you use the Service Outside Hong Kong, you are responsible for all the laws. Furthermore, you should only use the ZippyPlan service for internal business purposes and not sell or transfer it to anyone else. 

If a customer is an Entity(business or organization), they need to tell their users about these Customer Terms and make sure they follow them.  Also, you acknowledge that you are responsible for any activities and omissions of any third party( including invitees). To whom you grant, enable or offer access to the Services including their compliance with these Customer Terms. 

iii) Restrictions: ZippyPlan services cannot be used by individuals who are under 18 years old or who cannot legally agree to a contract with ZippyPlan. Additionally, anyone prohibited by applicable law from using the services is also not allowed to use them. By using our service you assure that you and your invitees are at least 18 years old, unless otherwise permitted by the applicable Industry-Specific Terms. Also, remember creating an account using fake information or for someone under 18 is a violation of our Customer Terms. 

iv) Security: You need to keep your networks secure and set up sensible technical and organizational measures. If you are a business(Entity), you also have to protect the login details of your approved users. Each user should have their unique login and not share it with others. You should use commercially reasonable measures to prevent anyone from accessing your or your users’ accounts without authorization. If you find unauthorized access or use, notify ZippyPlan at support@zippyplan.com

v) Privacy: When you sign up for a ZippyPlan account and use our service, you agree to allow ZippyPlan to handle your personal information according to our Privacy Policy. However, it is not a contract and is not included in this Agreement. We can update it whenever we need to.

vi) Customer Data: You are accountable for ensuring the customer data is accurate, high-quality, and obtained legally. If the customer is an organization or business entity, the customer must guarantee that (a) all authorized users who are granted access to the services have the legitimate right to view the information and customer data made available to them through the services by the customer; and (b) any authorized user who grants ZippyPlan access to any customer data has the rightful authority to allow such access.

vii) Invitees: Our service enables you to connect with invitees, giving you the ability to share your scheduling link. You should also understand how to share and promote this link by being familiar with the settings and controls provided by the Service. Consequently, you are accountable for the actions of your Invitees,  regardless of whether they are not affiliated with your organization or domain.

3) ACCOUNT SET-UP

a) General: To access our service, you must create either a Free Account or a Paid Account. ZippyPlan authorizes you to set up only one Free Account. Also ZippyPlan reserves the right to terminate any additional free account created by you and Free Accounts that have been inactive for more than six (6) months.

b) Credentials: To create an account in ZippyPlan, you must first submit the necessary registration information as requested through the Service or ZippyPlan. This includes your name and email address, which ZippyPlan may retain. After submitting the required registration information, we will review and decide whether to approve your proposed account at our sole discretion. If your account is approved, you will receive an email with instructions on how to complete your registration and open the account. By using the account, you agree to ensure that all information provided is true, updated, accurate, up-to-date and complete by logging in and making appropriate changes directly. 

Since it is your account, you are responsible for configuring and maintaining everything required to use the services. Also include the payment-related charge. You must also select a strong password and maintain it secure. This includes any credentials from third-party websites that you might use to access the Services. If you feel that your method of accessing the Services or your login credentials have been compromised in any way, please tell us immediately at support@zippyplan.com

c) Billing:  When you upgrade to a Paid Account on ZippyPlan, we or our third-party payment processors will gather your billing details. By providing this information, you are authorizing ZippyPlan (and its third-party processors) to use it for billing purposes and in line with our Privacy Notice. Also, we will bill the Fees in advance. If you qualify for invoice billing, you will be billed right at the start of the Initial Subscription Term and before any Renewal Subscription Terms. Payment for these charges is expected within thirty (30) days from the beginning of the current Subscription Term.

d) Account Ownership/Management 

1. ZippyPlan has authority over the web addresses (URLs) assigned to your account or modify or deactivate these URLs, either with or without informing you. 

2. If you are an authorized user of Entity then you have the authority to control, regulate and monitor your usage of the service through a Paid Account. 

3. If you registered for an account on behalf of an Entity using an email domain. Then the entity has the authority to oversee, monitor, and manage your use of the service through a paid account. 

4. If you are an individual customer and registered using your personal email address, you are responsible for managing your Free Account or Paid Account. 

5. Both the “Owner” and “Admin” of an account are considered the official representatives of the Customer(Entity). So whatever decision or action they make on the account is seen as a decision or action made by the Customer(Entity). 

4. FEES AND PAYMENT

1. General: When you register for a Paid Account, you agree to pay all applicable Fees related to your use and access of the service based on our pricing Plan. Also you know that these Fees are non-cancellable and non-refundable.  Once you have paid them, there’s no option to cancel the payment or receive a refund. Additionally, you are required to pay the Fees in full without making any deductions or offsets for any reason.

2. Fees: When you sign up for ZippyPlans Paid Account and give your payment information, you give us permission to charge the subscription fees to that payment method. If you prefer to use third-party payment services through our payment processor, we will handle your payment details securely. However, ZippyPlan is not liable for any issues that arise as a result of such services. 

3. Taxes: Any fees charged by ZippyPlan do not include additional taxes or charges imposed by government authorities, such as sales use excise tax or other similar taxes. While the initial costs you pay do not include taxes but you allow ZippyPlan to charge these taxes separately to your payment method.

5. TERM & RENEWALS

Term: The duration of your initial and renewal subscription terms are specified in your Order Form, invoice, or account billing page. Subscription terms can be either month-to-month or annual (12 months), with other term lengths available as determined by ZippyPlan.

Renewals: The services will automatically renew for additional Renewal Subscription Terms. Each renewal term is the same duration as the previous subscription period. ZippyPlan will automatically charge your existing payment method for the applicable fees and taxes. Each time your subscription with ZippyPlan renews, there may be a price increase based on the Consumer Price Index (CPI) + 3%. However, before each renewal term, we will inform you if there will be a different rate. 

6. SUSPENSION & TERMINATION; CANCELLATION

1. Suspension or Termination: ZippyPlan reserves the right to suspend or cancel your access and account (either free or paid) to the service at any time with notice. This action may be taken if ZippyPlan reasonably determines that:

1. If your use of the ZippyPlan IP causes disruption or creates a security risk to the ZippyPlan IP or any other customer, 
2. If you are using the ZippyPlan IP for fraudulent activities, which is in violation of our Customer Terms including the DPA, AUP and Industry-Specific Terms.

3. If you have stopped operating your business in the usual manner, assign your assets for the benefit of creditors, or disposition of its assets. Additionally, if you become involved in bankruptcy, reorganization, liquidation, dissolution, or similar legal proceedings.

4. Our ability to provide the Services to you is restricted by applicable laws.

b) You accept that if ZippyPlan suspend, cancel, or delete you account and access to the service then they will not be responsible for any negative outcomes or consequences you may experience.

c) Cancellation & Termination: If you want to cancel a Paid Account, switch to a different plan or completely terminate your account. You can do this either by accessing the billing page of your account or contacting support@zippyplan.com. Also, your request to make changes to your ZippyPlan account will take effect at the end of your current subscription term. However, if you request to close your ZippyPlan account entirely, it will happen right away.

d) Effect & Survival: If these customer terms, services or your ZippyPlan account is canceled, terminated, or expires:

i) ZippyPlan may stop providing you access to the Services, and you won’t be able to use them anymore.

ii) You will not get any refunds or credits for the unused amount of your subscription, and all pending payment obligations under these Customer Terms will become paid immediately.,

7. THIRD-PARTY APPLICATIONS

1. Integrations:  The service provided by ZippyPlan may include features intended to connect with or transfer customer data to a third-party application. We can not guarantee that these features will always be available, and they stop providing them without offering any refund, credits, or compensation to users. This could happen if the third-party application provider decided to continue their service or if they changed their service in a way that ZippyPlan no longer finds acceptable.

If any changes occur with a third-party application during your subscription term, you are still obligated to follow the terms outlined in your agreement with ZippyPlan. ZippyPlan states that they are not responsible for any issues or liabilities related to third-party applications accessible through their Services. 

2. Third-Party Applications: 

You have the option to activate integrations or share Customer Data with third-party applications (TPAs). Your usage of a TPA is regulated by your agreement with the respective third-party provider, not by these Customer Terms. You are responsible to select TPAs and decide which Customer Data to exchange with them. ZippyPlan doesn’t guarantee or endorse TPAs, and they’re not accountable for the security of Customer Data exchanged with or by these TPAs. Additionally, ZippyPlan isn’t responsible for any unauthorized access, changes, deletions, or other handling of Customer Data by TPAs or their providers. 

When you utilize TPAs with ZippyPlan, you are agreeing to ZippyPlan sharing your Customer Data with the TPA to enable integration. Additionally, it is important to note that ZippyPlan and TPA are not sub-processors of each other when it comes to sharing Personal Data. 

Moreover, if you are an Authorized User of the Entity you have to warrant that you have obtained any necessary permission from your Entity. Additionally, you must ensure that your use of TPAs complies with your Entity’s internal policies and any relevant regulations. 

8) FAIR USE; Email

1. Fair Use: Some features of ZippyPlan, such as notifications, may be combined and sent from fewer email addresses. This implies that these features are being used simultaneously by multiple customers. If one customer excessively strains the Services, it could harm the experience for other users. In such cases, ZippyPlan reserves the right to suspend access to the Services if they believe it’s necessary to protect the experience of other users (“Fair Use”). While most customers use the Services responsibly without affecting service capacity, even a small number of customers misusing the Services can have a notable impact on others.

2. SMS(Text Messaging)

If you or your Authorized Users agree to use the SMS notifications feature, you must adhere to Twilio’s Acceptable Use Policy when sending or receiving these notifications. You also acknowledge that the use of SMS notifications by you and your Authorized Users is continuously monitored. Additionally, in adherence to the Fair Use principle mentioned earlier, you recognize that there may be monthly limits per user.  ZippyPlan reserves the right to define these limits, regulate SMS usage or suspend access due to excessive usage to safeguard its platform and the usage of other customers. When utilizing ZippyPlan feature for sending SMS notifications to invitees on your behalf regarding scheduled meetings, these messages may include customizable fields that ZippyPlan users must complete. ZippyPlan users are prohibited from sending any messages containing marketing or promotional content to invitees. It is the sole responsibility of ZippyPlan users to ensure that such messages do not include any marketing or promotional content.

9) EMBEDDING ZippyPlan INTO A WEBSITE

ZippyPlan Customers have the option to integrate the Services into their websites, referred to as “Embedded Services”. When utilizing this feature the following terms apply: 

1. ZippyPlan gives the Customer a limited right to use the Embedded Services on their website. These rights are not permanent, cannot be shared, and cannot be transferred. The Customer must follow all usage rules and restrictions outlined in the Customer Terms and the Acceptable Use Policy when using the Embedded Services.

2. When you(Customers) use ZippyPlan embedded services in your website, you need to be aware that ZippyPlan collects certain information about your visitors. Additionally, you must inform your website visitors about the use of ZippyPlan and the information collected through their privacy policy.

3. When you use the Embedded Service, you must follow all relevant data protection and privacy laws. This includes fulfilling legal obligations to inform website visitors, obtain their consent, and keep records of this consent. 

4. Cookies compliance: When you use ZippyPlan Embedded Service in your website, ZippyPlan collects certain information from your website visitors by use of  cookies and similar technologies as described in ZippyPlan’s Privacy Notice. Your website visitors may have certain legal rights with respect to ZippyPlan cookies when you use the Embedded Service. When you use the Embedded Services on your website, you must follow one of these rules:

i) When you use the Embedded Service you must display a ZippyPlan cookie banner on your website. This banner lets your website visitors know about the use of cookies and allows them to exercise their legal rights regarding ZippyPlan cookies.

ii) If you decide to hide the ZippyPlan cookies banner, you acknowledge and agree that a) ZippyPlan will still use cookies even when the cookie banner is hidden, and b) You must ensure visitors have a way to exercise their legal rights regarding ZippyPlans cookies.

10. CONFIDENTIAL INFORMATION

1. Use and Protection

• The Recipient(Entity) will use the Confidential Information only for the purposes specified in the Customer Terms. 

• Recipients will not disclose the Confidential Information to third parties without the prior approval of the Disclosure, except as permitted by the Customers Terms.

• The recipient will protect Confidential Information with reasonable care, using at least the same safeguards as for their own similar information.

2. Permitted Disclosures: Recipient is allowed to share Confidential Information with their employees, agents, contractors, and other representatives who have a genuine need to know it for their work. 

3. Exclusions: The secrecy requirements do not cover data that the receiving party can prove through documentation:

• Public Knowledge: If the information becomes publicly known and it’s not the recipient’s fault, they don’t have to keep it confidential.
• Already Known: If the recipient already knew or had the information before getting it from the discloser, then they don’t have to keep it confidential. 
• Third-Party Source: If the recipient gets the information from a third party without any confidentiality restrictions.
• Independent Creation: If the recipient creates or finds out the information on their own without using the confidential information, they don’t have to keep it secret.

4. Required Disclosures: If the recipient is legally required to disclose confidential information, they can disclose it by Applicable Law. However, the recipient must try to inform the discloser party in the written notice before they share the information, if the disclosing party wants to protect the information legally. 

11. INTELLECTUAL PROPERTY

1. ZippyPlan

i) License: If you follow the Customer Terms and your specific Order Form, ZippyPlan gives you a limited, revocable, non-exclusive, and non-transferable right to access and use their Services and Documentation after you set up an account. Furthermore, you have no extra rights to the Services and must not use them beyond that is allowed by these Customer Terms.

ii) Feedback: You understand that ZippyPlan can freely use, copy, share, license, distribute, and benefit from any feedback you provide about their services without owing you anything or being limited by intellectual property rights. This feedback doesn’t limit our ability to independently develop, evaluate, or market their products or services. You’re not required to provide feedback, and if you do, it’s accepted as-is. ZippyPlan won’t publicly identify you as the source of the feedback without your written permission, respecting your privacy.

iii)Usage Information: ZippyPlan may create Usage Information from Customer Data and your interactions with their Services.  This involves monitoring, session replay, and recording tools. ZippyPlan exclusively owns all rights, including intellectual property rights, to this Usage Information. To be clear, Usage Information is always aggregated and de-identified.

iv) ZippyPlan IP: When you use our services, it does not give you permission to use ZippyPlan logos or trademarks. The website is protected by international copyright laws. You are not allowed to copy, distribute, use, or publish any part of the website. 

Additionally, using our service does not mean you own any of the ZippyPlan IP. ZippyPlan and its licensors own all rights to ZippyPlan’s IP, including all intellectual property rights.

b) Customer

2. Customer Data: Apart from rights granted to ZippyPlan under these Customer Terms, as between you and ZippyPlan. You will retain all rights, titles, and interests in the Customer Data, including all Intellectual Property Rights associated with it.

3. License:  ZippyPlan is granted permission by you to use your Customer Data in specific ways to operate their service effectively. This includes hosting, copying, transmitting, and displaying your data worldwide without charging royalties.  However, this permission is not transferable(Except in accordance with Section 16(c)). It also includes sublicense your data for internal purposes such as quality control, information security, spam, fraud detection, troubleshooting, and improving their products. ZippyPlan may not use your data for training computational models and algorithms or generating outputs and datasets. Despite these permissions, ZippyPlan does not acquire ownership rights to your Customer Data. You are responsible for ensuring that your data is accurate, of high quality, and legally obtained.

c) Reservation of Rights: Neither party grants the other any rights or licenses (waived, or estoppel-based) beyond what is explicitly stated in these customer terms. 

d) TPA: You might access Third-party Applications (TPAs) through use of the Service. The ownership and Intellectual Property Rights related to these TPAs and their use are governed by separate terms between you and the third-party provider. 

12) WARRANTY; DISCLAIMER

1. Mutual: Both you and ZippyPlan confirm that: 

• Both have legal authority to enter the Customer Terms, whether as an individual or on behalf of an entity. 
• We will fulfill your obligations under these terms while complying with applicable laws.
• Our participation in these customer terms will not violate any other agreement which we are bound by.  

2. ZippyPlan: ZipplyPlan warrants that:
3. Their Services will function largely as described in the provided Documentation.
4. They regularly scan their Services using reputable scanning programs. These scans are designed to detect and prevent the presence of viruses, security vulnerabilities that could be exploited, and other harmful or malicious code (collectively known as “Harmful Code”). However, it’s important to note that ZippyPlan is not responsible for any harmful materials that customers, authorized users, or invitees might upload or submit through the Services.

                i)Remedy: Section 12(b)(i) states that ZippyPlan’s entire responsibility and any breach of warranty is completely defined within this specific section 12 (b). If Section 12(b) is not followed, you must promptly notify ZippyPlan in writing of the significant discrepancies in the Services. When ZippyPlan receives a notice about a problem with their product or service, they will independently and reasonably assess how significant the problem is . If they determine that the issue is significant(material), they will take commercially reasonable steps to correct it. 

If ZippyPlan doesn’t fix the issue within thirty (30) days of being notified, you can cancel your subscription by emailing support@zippyplan.com. If you terminate these Customer Terms under Section 12(b), ZippyPlan will promptly refund you for the portion of any prepaid fees that you haven’t used yet. The refund amount will be calculated based on the remaining time left in your subscription term, with the exception detailed in Section 12(b)(ii).

ii) Exclusions: ZippyPlan is not responsible for resolving or liable for non-conformance issues  if these issues are caused by:

• Modification of service not made by ZippyPlan
• Use of the services in combination with other non-ZippyPlan products or services.
• If the Services are used in violation of the Customer Terms or Acceptable Use Policy.

(c) Customers: As a customer, you must confirm and guarantee, either for yourself as an individual or on behalf of your organization, that:

1. You own the customer data and third-party applications (TPAs) or have the right to use them and allow ZippyPlan to use them according to the terms of the agreement.

2. The use of the Customer Data does not and will not violate the other rights(eg: privacy rights, publicity rights) or any third party right or violet Applicable Laws.

3. The customer data does not include protected health(PHI) information covered by HIPAA or similar regulations.
4. The data does not include financial information subject to SOX or GLBA, or sensitive personal data as defined by data protection laws.
5. The customer’s data does not include sensitive personal data as defined by data protection laws. 

(i) Remedy:  If you breach or reasonably expect to breach the warranties outlined earlier, ZippyPlan has the right to the discretion to suspend or terminate your access to the service immediately. 

(d) DISCLAIMER: Except for explicitly stated warranties within these terms and unless prohibited by applicable law, each party disclaims all other types of warranties. These include express warranties, implied warranties, statutory warranties, and any other forms of assurances.  Except for what is explicitly stated in Section 12, the Services are provided in their current state without any additional assurances or guarantees. Also, ZippyPlan may not warrant of compatibility with third-party applications (TPAs). This means;

• WE DO NOT GUARANTEE THAT THE SERVICES WILL BE FREE FROM ISSUES.
• WE DO NOT PROMISE THAT THE SERVICES WILL MEET YOUR NEEDS, OPERATE WITHOUT INTERRUPTIONS, BE TIMELY, SECURE, OR ERROR-FREE, OR THAT ANY DEFECTS WILL BE FIXED.
• WE ALSO DO NOT GUARANTEE THE RESULTS YOU MAY ACHIEVE OR THE ACCURACY AND RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES.
• ANY ADVICE OR INFORMATION, WHETHER GIVEN VERBALLY OR IN WRITING, DOES NOT CREATE A WARRANTY FROM US OR OUR AFFILIATED COMPANIES.
• WE EXPLICITLY WAIVE ANY CLAIMS FOR EQUITABLE INDEMNITIES.

13. INDEMNIFICATION

(a) ZippyPlan Indemnification:  As mentioned in section 14, ZippyPlan shall defend you against any claim, demand, suit, or proceeding brought by a third party alleging that the Services infringe or misappropriate the third party’s Intellectual Property Rights. ZippyPlan will also indemnify you from any damages, reasonable attorney fees, and costs awarded against you as a result of a settlement approved by ZippyPlan in writing of, a Third-Party Claim.

(i) Remedy: If ZippyPlan receives information about a third-party claim alleging infringement or misappropriation related to their Services. Then  ZippyPlan has the discretion to take certain actions without cost to you. That is;

• ZippyPlan may modify the services so that they no longer infringe or misappropriate, ensuring they still meet their warranties as outlined in Section 12(b).
• ZippyPlan may secure a license that allows you to continue using the service under the terms of your agreement.
•  ZippyPlan ends these Customer Terms or the relevant Order Form for the service that’s found to be infringing with a written notice of thirty (30) days. Additionally, they will promptly refund you a portion of any prepaid, unused fees for the part of the subscription term that’s terminated.

(ii) Exclusions: ZippyPlan responsibilities under this Section 14 are not applicable if a Third-Party Claim arises from or is related to

• Customer Data; 
• Use the Services with third-party applications (TPAs); 
• Modifying the Services without ZippyPlan’s involvement; 
• Continuing to use the Services after being informed by ZippyPlan of potential infringement; 
• ZippyPlan’s obligations under this Section 14 do not apply to the extent a Third-Party Claim arises from or relates to:Using the Services in violation of the agreed Customer Terms; 
• Not promptly applying updates, modifications, corrections, bug-fixes provided by ZippyPlan.

(b) Customer Indemnification: You are obligated to defend ZippyPlan against any Third-Party Claim that:

• The combination of a third-party application (TPA) or setup provided by you, when used with ZippyPlan’s Services, violates their intellectual property rights.
• If the claim arises because of

• Your unlawful use of the Services, breaking the Customer Terms, Documentation, or Order Form.
• Any Customer Data or your use of it with the Services.
• You will indemnify ZippyPlan for any damages, attorney fees, and costs that ZippyPlan may be required to pay due to a Third-Party Claim arising from the TPA you provided.

(c) Procedure: The indemnified party will provide to the indemnifying party: 

          (i) Any third-party claims notice

         (ii)  Give the indemnifying party full power over the investigation, defense, and settlement of third-party claims.

        (iii)The party receiving indemnification is required to cooperate reasonably with the indemnifying party, and the indemnifying party will cover any expenses related to that cooperation. 

However, the indemnifying party is prohibited from settling the claim without prior approval from the indemnified party if the settlement involves admitting fault or requires the indemnified party to take specific actions or refrain from them. Additionally, the indemnified party has the right to engage in the defense of the claim using its own attorney, albeit at its own cost.

(d) Exclusive Remedy:  This Section 13 states the indemnifying party’s sole obligation, and the indemnified party’s exclusive remedy, for any third-party claim.

14. LIMITATION OF LIABILITY

1. DISCLAIMER: ZIPPYPLAN WILL NEVER BE RESPONSIBLE FOR ANY EVENT RELATED TO THESE CUSTOMER TERMS OR THEIR SERVICES; I) ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, WHETHER THEY ARE FORESEEABLE OR UNFORESEEABLE. II) ANY DELAYS OR INABILITY TO USE THEIR SUBSCRIPTION SERVICES, APIS, OR ANY OTHER SERVICES PROVIDED UNDER THESE CUSTOMER TERMS. III) PROCUMENT COST OF THE SUBSTITUTE GOODS, SERVICE, OR TECHNOLOGY. IV) ANY LOSS OF REVENUE, ANTICIPATED PROFITS, LOST BUSINESS, LOST SALES, OR LOST DATA. IN EACH CASE WHETHER A CLAIM IS BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF ZIPPYPLAN HAS BEEN INFORMED OF THE POTENTIAL FOR SUCH DAMAGES OR IF ANY REMEDY FAILS TO ACHIEVE ITS ESSENTIAL PURPOSE.

2. LIMITATION OF LIABILITY: 

IN NO EVENT SHALL ZIPPYPLAN’S TOTAL LIABILITY, WHETHER UNDER THESE CUSTOMER TERMS OR RELATED TO THE SERVICES, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, OR IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE, EXCEED THE GREATER OF (I) THE FEES PAID OR PAYABLE TO ZIPPYPLAN HEREUNDER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE THE CAUSE OF ACTION FIRST AROSE, OR (II) $100 USD.

(c) Cause of Action: You can not start any legal proceedings related to these Customer Terms more than one year after the issue that triggered the action first occurred until this limitation is explicitly prevented by Applicable Law.

15. DISPUTE RESOLUTION; CLASS ACTION WAIVER

THE FOLLOWING CLAUSES AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM CAREFULLY.

1. General: Section 15 helps to resolve quickly and efficiently any disagreement, called “Disputes” between you and ZippyPlan.  A Dispute can include various claims or disagreements arising from the Customer Terms. Such as breaches, interpretation, or the validity of these terms. It covers disputes based on contract, negligence, fraud, or any other legal basis, whether they occurred recently or in the past. 

Also, this section specified that except for the “” identified below in Section 15(g) all Dispute or Controversies can not be resolved through the initial steps outlined for Pre-Arbitration Claim Resolution.  It must be settled exclusively through binding arbitration rather than in court.  This means that instead of going to a traditional court, an independent arbitrator will make a final decision on the matter based on the terms laid out in Section 15. 

Pre-Arbitration Claim Resolution: To resolve any disputes that may arise, you must first provide ZippyPlan with an opportunity to address the issue. This is done by sending an email to support@zippyplan.com, including your name, address, a detailed description of the claim, and the specific relief you are seeking. If the issue is not resolved within 45 days after notification you may proceed to arbitration to resolve the dispute. 

16. MISCELLANEOUS

1. Entire Agreement and Order of Precedence: These Customer Terms, along with each Order Form, DPA, Acceptable Use Policy, and any other relevant terms, constitute the complete agreement between you and ZippyPlan. They replace all previous discussions or agreements regarding the Services. In case of any conflict between these Customer Terms, an Order Form, the DPA, Acceptable Use Policy, or any other supplemental terms or attachments hereto, the DPA and then the DPA and then these Customer Terms will be prioritized, unless stated otherwise in applicable supplemental terms. Any definitions of terms provided in the Privacy Notice and Data Processing Addendum are automatically considered part of these Customer Terms. 

2. Publicity: You are giving ZippyPlan permission to use your company’s name, logo, trademarks, and service marks (collectively called “Trademarks”) for their marketing and promotional activities and on their website. This permission is limited and can be canceled. ZippyPlan won’t have to pay any royalties to use your Trademarks, and they can’t pass this permission on to anyone else unless the agreement allows it.

Both parties recognized that the Customer Trademarks are and will remain the sole property of Customers. ZippyPlan’s use of a customer’s trademarks is governed by the customer’s specific guidelines, which must be provided to ZippyPlan in writing before use. Additionally, Customer has the right to cancel permission to use their trademarks at any time by contacting ZippyPlan’s support@zippyplan.com and legal@zippyplan.com .

3. Assignment:  Neither party may assign these Customer Terms without obtaining the prior consent of the other party. However, either party may assign these Customer Terms, provided notice is given to the other party, in the event of the assigning party’s merger, reorganization, acquisition, or substantial transfer of its assets or voting securities. Any assignment made without proper consent is considered invalid. These Customer Terms will remain enforceable and advantageous to the authorized successors and assigns of each party.

4. Force Majeure: Due to “Force Majeure” neither party is held accountable for delay or failure to perform these Customer Terms. Here “Force Majeure” events are defined as the unexpected occurrences that are not controlled by any party. Such events are strikes, wars, pandemics, terrorism, riots, and natural disasters like earthquakes. The party affected by such an event must take appropriate and customary measures to minimize its impact. Also, the customer is still obligated to make payments as specified in the agreement, even if a delay is permitted under Section 16(d).

5. Governing Laws: These Customer Terms, along with any related rules, laws, instructions, or legal actions, will be governed and defined by the laws of Hong Kong.

6. Notice: You acknowledge that receiving electronic notices, agreements, disclosures, or other communications from ZippyPlan fulfills all legal communication requirements. These communications are considered written and are deemed delivered once sent via email. ZippyPlan will send any legal notices to legal@zippyplan.com. You agree to maintain current contact information and manage your email settings to ensure you receive communications from us as needed and at your discretion.

(i) Messages: By utilizing the ZippyPlan Service, you agree to receive emails from us. These emails may contain notifications regarding applicable fees, charges, transactional details, and other information relevant to the services provided (such as booking confirmations and reminders). You also agree to maintain accurate contact information and to manage your email settings to ensure receipt of emails from us based on your preferences and as required.