🗓 Effective Date: 23rd March, 2023
📚 A few definitions
"Account" is the account that you, or your entity, will create on the Website to access, use or purchase our Services. It must be secured by a strong password!
"Agreement" or "Terms" refer to all of the terms and conditions that apply between us. They include these Terms, Supplemental Terms, notices and policies available at https://zenml.io/, and/or any other binding document that we provide and/or that you sign, including but not limited to an Order Form, a Scope of Work or a Master Services Agreement.
"Content" refers to any material posted, displayed, or accessed on our Website or Platform, including but not limited to code, data, text, graphics, images, applications, or software you, we, or any third party provide or make available.
"Effective Date" refers to the last date of signature of the Agreement, or any other binding document.
"ZenML" refers to ZenML GmbH, which may perform its obligations through its affiliates, directors, subsidiaries, contractors, licensors, officers, agents and/or employees.
"ZenML Hub", or "The Hub" refers to the hosting platform where Users can build, share, version and machine learning resources, which may include steps, plugins and Machine Learning Applications.
"ZenML Open-Source Libraries" refers to the ZenML open-source software projects available at https://github.com/zenml-io/zenml, including the core ZenML library and its extensions.
"Order Form" refers to the document shared by ZenML to the Customer describing the quantity of services ordered by the Customer and the fees payable for such services. Additional Order Forms may be negotiated between and executed by the Parties, and shall be incorporated into the Agreement.
"Organization" refers to a workspace representing a legal entity and/or several Users. A User can be part of multiple organizations.
"Services" refer to the products and/or services we offer or provide, and that you access, use or purchase. Services may include limited licenses or subscriptions to access or use certain offerings in accordance with these Terms, including use of plugins, ZenML Open-Sources Libraries, or other Content. Reference to "purchases" and/or "sales" mean a limited right to access and use a Service (not a transfer or any ownership right, title, or interest) in accordance with these Terms.
"User" refers to the individual person, company or organization that accesses, receives, or uses the Services. That's you!
👤 Your Account
In order to create an Account for yourself or for your Organization on our Website, you must be a natural person of at least age 13, or a legal entity duly registered. If you decide to create an Account for your Organization, you represent that you have the authority to act on behalf of your Organization and bind your Organization to these Terms. When you create your Account, we are going to ask you to provide us with some basic information, such as your email address password, username, full name, and other optional information such as an avatar, your interests, usernames to your third-party social networks, or payment information if you decide to purchase one of our paid Services. All information must be accurate and valid. 🔒Security is very important to us, and we need every member of our community to cooperate. You are responsible for maintaining the confidentiality and security of your password necessary for accessing your Account and the Services. You may not disclose your password to any third party, and you are solely responsible for any action taken with your Account. You must notify us immediately of any actual or suspected breach of security on your Account, loss or compromise of password, or unauthorized use of your Account.
💬 Your Content
You are solely responsible for the Content you post, publish, display or otherwise make available on our Website, and for any other action or omission that results from your use of the Services (including our Content or other user's Content), or the use by a person or an entity that you have authorized under your Account. You represent and warrant that you have ownership, control, and responsibility for the Content you post or otherwise make available on our Website, or otherwise have the right to do so. Your Content must not be misleading or unlawful, and must not violate any of these Terms, applicable law and regulation, or infringe or misappropriate any rights of any person or entity. We may remove your Content at any time, at our sole discretion, if we have a concern about your Content. You own the Content you create! We will not sell your Content, nor will we use it in any other way as permitted under these Terms. However, by posting your Content or otherwise making it available on our Website, you must be aware that:
- Your Content will be viewed by others and therefore:
- If you decide to set your plugins on public, you grant each User a perpetual, irrevocable, worldwide, royalty-free, non-exclusive license to use, display, publish, reproduce, distribute, and make derivative works of your Content through our Services and functionalities;
When Content contains notice of a reasonable and customary license, (such as an open source license) such Content is intended to remain under the terms of such license when further accessed, distributed, or used. Neither party is permitted to remove reference to any such license. Any Content you download, access or use from us or another User, is at your own risk and subject to these Terms and/or the terms accompanying such Content.
💡 Intellectual Property
All information relating to these Terms and/or during negotiations before the execution of any binding document that we may share between us shall be treated as confidential (“Confidential Information”). During the Service Term, and for at least one (1) year thereafter, we expressly agree (i) to maintain the strict confidentiality of such Confidential Information, and to refrain from disclosing such Confidential Information to any third party, except as authorized by the original disclosing party in writing; (ii) to use such Confidential Information only for the purposes of performing its obligations or exercising its rights under this Agreement; and (iii) to use at least a reasonable standard of care in protecting the Confidential Information. These restrictions on the use or disclosure of Confidential Information shall not apply to any Confidential Information (i) which has been independently developed by the receiving Party, as evidenced by its written records, (ii) which has been lawfully received free of restriction from another source having the right to furnish such Confidential Information; or (iii) after it has become generally available to the public without breach of this section by the receiving Party; or (iv) which at the time of disclosure was already known to the receiving Party, and free of restriction as evidenced by documentation in such Party's possession; or (v) which the disclosing Party confirms in writing is free of such restrictions; or, (vi) which is required to be disclosed in any legal proceeding, upon express request from a governmental or regulatory agency, and/or pursuant to a requirement of law (and only with respect to such disclosure). Each of us may disclose Confidential Information only to our employees, agents or subcontractors who need it in order to exercise rights or perform obligations under the Agreement, and who are required to protect it against unauthorized disclosure or use in a manner no less protective than required under the Agreement. Confidential Information is and shall at all times remain the exclusive property of the disclosing Party. Upon termination or expiration of the Agreement, we ask you to promptly destroy or return all Confidential Information, and we will do the same if you ask us to do so.
Neither of us (or any of our affiliates, subsidiaries, contractors, licensors, officers, directors, agents, or employees ("Related Parties")) will be liable for any indirect, incidental, consequential, punitive, special, or other similar damages, including loss of revenue, profits, data, benefits, or savings, whether or not due to the fault or negligence of the company or related parties, and regardless of whether either of us or our related parties have been advised of the possibility of such damages or losses. Either Party’s (and each Related Party’s) aggregate liability to the other Party or any third party in any circumstance will not exceed the amount that you paid us during the 12-month period immediately preceding the last claim (or $50 if relating to a free service). This limitation will not apply to (i) either party’s liability from fraud, gross negligence, recklessness, or willful or criminal misconduct, (ii) your liability for infringement of our intellectual property rights, (iii) your liability for breach of the confidentiality section, or (iv) amounts you owe us for the service made available as per your payment obligations.
🙅♂️ Disclaimer of Warranties
We provide Services that you may or may not decide to access, use or purchase. In this regard, we make no warranties or representations about these Services. In other words, except as expressly provided otherwise herein, and to the fullest extent permitted by law, the Services and Content are provided "as is" and "as available". We disclaim all warranties or guarantees of any kind, express or implied, whether arising under any law or from any usage in trade, or otherwise, including but not limited to the implied warranties of merchantability, non-infringement, quiet enjoyment, fitness for a particular purpose, or otherwise. We further disclaim all warranties or guarantees about the accuracy, reliability or benefits of any Services, artificial intelligence, Models or any other technology or Content, or that the Services or Content will meet your requirements, be secure, uninterrupted or available at any time or location, or error-free, viruses-free, or that any errors will be corrected, or otherwise. You will be solely responsible for any damage resulting from your use of or access to the Services, your downloading of Content or data, or use of any other material provided by or through the Services.
Governing law and dispute resolution. These Terms and all matters regarding their interpretation and/or enforcement are governed by the Law of the State of New York, excluding its choice of law rules. If a dispute or claim relating to these Terms arises, we each agree to make a reasonable and good faith effort to agree on an out-of-court solution and to resolve the dispute. If no out-of-court settlement is reached, any related action, lawsuit, or proceeding must be brought and adjudicated exclusively by state or federal courts located in the city of New York, United States of America. Any claim, action, suit or proceeding relating to these Terms must be brought by you within one year of the event that gave rise to the claim or such claim is hereby waived to the maximum extent permitted by law. Assignment. We may assign or transfer all or part of our rights and obligations under these Terms to an affiliate, successor or any other entity or person without obtaining your prior written consent. Conversely, you may not assign or transfer all or part of your rights and obligations under Terms without obtaining our prior written consent. Subcontracting. We may subcontract all or part of our obligations under these Terms at our own discretion, and without notifying you. Nothing to worry, since we will bear the same degree of responsibility for acts and omissions of the subcontractors acting on our behalf in the performance of their obligations under these Terms as they would bear if such acts and omissions were performed by us directly. Changes in law or regulation. If there is any change in law or regulation that would materially restrict or prohibit our ability to provide the Services pursuant to these Terms, we may suspend or cancel the Services, or otherwise amend these Terms. Export Control and Sanctions. Any Service provided pursuant to these Terms may be subject to export control and sanctions laws of the U.S. and/or other applicable jurisdictions. Therefore, you may only access and use the Service in compliance with U.S. and other applicable export control and sanctions laws and regulations. Headings. Headings used throughout these Terms are used for convenience and reference only, and have no legal effect, nor shall affect the interpretation of these Terms. Entire Agreement. These Terms, together with all of the terms, policies and notices available at https://zenml.io, or any other binding documents we provide, or agreements provided or executed by us, constitute the entire agreement between us, and supersedes all previous negotiations, proposals, commitments, writings, oral statement and understanding of any nature whatsoever. Any standard form purchase order or similar document you provided us or reference in any payment is expressly rejected if it differs from, or adds to, these Terms. Order of Precedence. In the event of a conflict between provisions arising out of any documents included in the Agreement, the order of precedence will be as follows, unless expressly stated otherwise: (i) the applicable Order Form if any; (ii) the applicable Scope of Work if any; (iii) any other binding document signed between us; (iv) the Supplemental Terms; (v) these Terms of Service; (vi) all other documents or policies incorporated by reference in the Agreement. Severability. If any provision of these Terms, by action of law or for any other reason, is held to be prohibited, invalid, void or unenforceable in any relevant jurisdiction, such provision will be stricken, and the remaining provisions of these Terms will remain in full force and effect. No Waiver. The failure, in one or more instances, to perform any of the terms or conditions of these Terms, or to exercise any right hereunder, shall not be construed as a waiver of the future performance of any such terms or conditions, or the future exercise of such right, and the obligations of under these Terms with respect to such performance shall continue in full force and effect. Survival. The termination or expiration of these Terms shall not relieve from any obligation (i) that may have arisen prior to such termination or expiration, or (ii) that needs to survive termination or expiration in order to give full effect to its meaning, including without limitation payment obligations, confidentiality obligations, limitation of liability, warranty disclaimers, indemnities, governing law and dispute resolution, miscellaneous, and definitions. Execution. Each Party represents and warrants that (i) it possesses the legal right and capacity to enter into, execute, deliver and perform the Agreement; (ii) the individual signing the Agreement on the Party’s behalf has full power and authority to bind the Party to the terms and conditions set out in this Agreement; and (iii) the Agreement is a valid and binding obligation of that Party. You agree that an electronic signature shall have the same force and effect as manual signatures.