Terms of Service

Last updated: 31 July 2024

PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE USING THE ZEBRA AI SOFTWARE PRODUCT (THE “SOFTWARE PRODUCT”) DESCRIBED HEREIN. BY SELECTING “I AGREE”, YOU ARE ACKNOWLEDGING THAT YOU HAVE READ, UNDERSTOOD AND HAVE NO OBJECTIONS TO THE TERMS AND YOU AGREE TO BE BOUND BY THEM, INCLUDING ANY FUTURE MODIFICATIONS HEREOF (COLLECTIVELY, THE “TERMS”). THE TERMS GOVERN YOUR ACCESS TO AND USE OF THE SOFTWARE PRODUCT.

IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY, ORGANIZATION, GOVERNMENTAL AUTHORITY, OR OTHER LEGAL ENTITY (COLLECTIVELY THE “ENTITY”), YOU REPRESENT AND WARRANT THAT (I) YOU ARE AUTHORIZED TO DO SO, (II) THE ENTITY AGREES TO BE LEGALLY BOUND BY THESE TERMS, AND (III) NEITHER YOU NOR THE ENTITY ARE BARRED FROM USING THE SOFTWARE PRODUCT OR ACCEPTING THESE TERMS UNDER THE LAWS OF THE APPLICABLE JURISDICTION. THESE TERMS ARE ENFORCEABLE AGAINST YOUR ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY OR IF YOU DO NOT WISH TO BE BOUND TO THESE TERMS, DO NOT USE THE SOFTWARE PRODUCT.

Contracting Entity

“ZEBRA BI” means the ZEBRA BI entity with which you are entering into these Terms and is referred to herein as “ZEBRA BI“, “we” or “us”. If you have previously entered into an agreement with a ZEBRA BI entity, then “ZEBRA BI” means that entity. If you have not previously entered into an agreement with a ZEBRA BI entity, then “ZEBRA BI” means the entity identified in the following:

Company: ZEBRA BI informacijske rešitve d.d.

Registered seat: Pot za Brdom 104, 1000 Ljubljana, Slovenia

Company ID: 6629997000

VAT ID: SI35190108

Seat of incorporation: Republic of Slovenia

“you” means either you as a physical personif you have entered into these Terms as a physical person or your entity if you have entered into them on behalf of your entity.

Purpose of Business

We are responsible for developing, operating, and managing the Software Product. Customers are granted access to or usage of the Software Product in accordance with the Terms.

The main purpose of the Software Product is to facilitate automated data analysis and business intelligence using AI. Specifically, we conduct a set of steps to perform the analysis on the uploaded data by you (“Your Content”) in a form of pre-defined automatic procedures, extra calculations based on the nature of data and requests to Large Language Models (“LLMs”) with an engineered prompts to analyse provided data, determine necessary methods for data cleaning and preparation, perform additional calculations and visualizations, and generate automated reports. This includes delivering insights, summaries, recommendations, and potential further clarifications, as well as responding to additional Designated User AI questions (collectively, “the Results”). The Software Product can also address additional Designated Users’ AI questions in a natural language.

Use of the Software Product

You can register for using the Software Product through the form of “Sign in with Microsoft” Single Sign-On feature. This will give you access to the main interface, in which you can upload Your Content, pose AI questions, get the Results, do manipulations with the Results, store and share them.

The scope of use of the Software Product by the Designated Users varies depending on the pricing tier chosen by you. The pricing tiers and the corresponding scope of use of the Software Product as well as other benefits available to you depending on the chosen pricing tier are either available on our website or attached to these Terms. If you opt for the Enterprise pricing tier, you will benefit from the Training and Onboarding services in the amount of 5 hours, as well as to the Premium Support services, which includes a guaranteed response within 24 hours via email, and prioritized work on the Software Product issues confirmed as bugs by our development team. Further, if the pricing tier chosen by you enables you to use our Zebra BI product, whether limitedly or unlimitedly, the terms and conditions relating to the Zebra BI will apply for you and are accessible on our website. You will need to enter into the terms and conditions relating to the Zebra BI product before you start using it.   

If your pricing tier includes a limited number of AI questions and you reach the allocated limit, you may review already obtained Results, share and export them, but you will not be able to pose additional AI questions to obtain new Results or upload additional data to be analysed by the Software Product. The limit of AI questions can be set either within a specific time period, e.g. per day, or within the whole period of your annual subscription, depending on the pricing tier you have opted for.

If your pricing tier includes a limited number of dataset connections, i.e. a limited number of uploading and analysing of Your Content, and you reach the allocated limit, you may review already obtained Results, share and export them, but you will not be able to upload additional data to be analysed by the Software Product, until you delete previous datasets. The limit of dataset connections can be set for a specific the Designated User or on the entity-basis within a specific time period, e.g. per month, or within the whole period of your annual subscription, depending on the pricing tier you have opted for.

If your pricing tier includes a limited number of exports of the Results and you reach the allocated limit, you may review already obtained Results and share them, but you will not be able to export the Results into Excel and PowerPoint. The limit of exports can be set for a specific Designated User or on the entity-basis within a specific time period, e.g. per month, or within the whole period of your annual subscription, depending on the pricing tier you have opted for.

The Results can be shared both within and outside your entity. For entity-limited sharing, the Designated Users must log in or sign up with the same entity domain. The Results are viewable only, whereas if you shared Your Content, such datasets allow for reconnection and continuation of the same story through additional AI questions. If you have opted for the free use of the Software Product or for its trial use, the Results shared by the Designated Users will include a watermark. You may not remove the watermark. When you share the Results, copies of the Results are created in our database for all Designated Users who are viewing the shared Results. 

You are responsible for taking reasonable steps to maintain the security and control of your Software Product account and your authorization tokens. You are further responsible for any activity associated with your Software Product account even if that activity is not by you or is without your knowledge or consent. You are solely responsible for ensuring that the Software Product is used in accordance with these Terms and the pricing tier chosen by you.

The Designated Users can be assigned two roles: Standard Users and Administrators. Standard Users can utilize the Software Product to generate the Results, whereas Administrators have additional capabilities such as inviting new users, managing licenses, setting up billing accounts and downloading invoices.

Software Product

The Software Product is a service running and self-contained in the Microsoft Azure Cloud. Once you upload Your Content, for the duration of the session, we use data processing and statistical algorithms running fully within the service to manipulate with Your Content. Your Content is stored in the Cloud service temporarily, until the session expires. Your Content is and will remain confidential and is considered Confidential Information pursuant to these Terms. We or any of our external AI providers will not use Your Content for training any models.

The only external requests we perform are to the LLM API services, such as OpenAI API, Anthropic API, Microsoft Azure, and AI Platform. We use highly engineered prompts with relevant parts of Your Content in order to generate the visuals (charts and tables), descriptions (summary, recommendations, possible questions, further answers) and decisions (what tools and calculations to use, what to suggest) relating to the presentation of the Results.

Once the session expires, Your Content is deleted from the Microsoft Azure Cloud, but the Results are stored in the Zebra AI’s Microsoft Azure Cloud instance, until you explicitly ask to delete them from the interface, but no longer than 30 days after the expiration or termination of the Term or the termination of the Trial Period, as applicable. Deleting of your account will permanently delete all of Your Content off our systems.

The following are the supported formats for Your Content in order to use the Software Product: .xlsx, .xls, .csv, or any other “flat” structured data file. You can also connect to your dataset in PowerBI. We store dataset metadata (dataset connection information, DAX queries which were executed in the past) in our database so that Designated Users will be able connect to previously used datasets easier. We do not store the actual retrieved data from Power BI: it is stored only temporarily, deleted immediately after the session ends. Additionally, you will be able to get data from a variety of cloud storage solutions such as Google Cloud Storage, SharePoint, or any other cloud storage provider, as well as on-premises databases and data warehouses.

Your use of the Software Product is subject to these Terms as well as to the terms of our external AI or other software providers (collectively, the “External Providers”). You can access these terms here:

• Microsoft Azure Cloud: https://azure.microsoft.com/en-us/support/legal/
• OpenAI: https://openai.com/policies/terms-of-use/
• Anthropic: https://www.anthropic.com/legal/commercial-terms
• PostHog: https://posthog.com/terms
• Sentry: https://sentry.io/terms/

Designated Users

The identified quantity of users who can use the Software Product include you or your employees, internal or external collaborators and your other business partners that are agreed upon in the Software Product Order Form or otherwise approved by the parties as appropriate for the use of the Software Product, as applicable (the “Designated Users”). 

Your Content and Feedback

For the purposes hereof, the term “Your Content” means your data that you upload when using the Software Product. You retain ownership of all Your Content, unless specified otherwise in these Terms. You are responsible for Your Content. You will ensure that Your Content and your use of Your Content in connection with the Software Product will not violate these Terms, the terms of our External Providers or any applicable law. You represent and warrant to us that: (a) you own all right, title, and interest in and to Your Content; (b) you have all rights in Your Content necessary to use Your Content for the purposes contemplated by these Terms or the Software Product; and (c) none of Your Content will violate any applicable laws or rights of any party.

We reserve the right, at our own discretion, to reject or remove any or all of Your Content, in whole or in part, but we have no obligation to do so. We will notify you in advance if we believe that any or all of Your Content is illegal and will give you a reasonable deadline of at least [three (3) days] to remove it. If you do not remove it within the set deadline, we will do so. We do not review all Your Content uploaded to the Software Product, but we may use available technologies, vendors, or processes to screen for certain types of illegal or other abusive content.

You may, at your own discretion, choose to provide us with ideas, suggestions or proposals for the Software Product (collectively, the “Feedback“) through the application via the Feedback form available in navigational part of the app as soon as you start using it.

You are also able to explicitly click on a “dislike” button for a chart or AI answer in order to give us your feedback, so that we can improve the Software Product. When you click on the button, we store the output (the Results) as well as the input (chat message, performed calculations), so it can be used for our manual review and understanding what lead to the inadequate AI answer and to improve the Software Product.

In such events, you agree that we are the owner of such Feedback, and we are free to use it for our business purposes, including by incorporation into the Software Product without any payment or attribution or other obligation to you.

Analytics Tracking

We may track additional Software Product usage data from you:

• Various elements which are clicked on in the applications (buttons, fields, etc.).
• Time elapsed from upload of Your Content until dashboard was created for the purposes of measuring the Software product speed.
• Data connection metadata: AI-detected business domain (e.g. sales, marketing, etc.).
• Application performance tracking for the purposes of tracking the GPT model responsiveness.

You agree that we may perform the analytics tracking in the scope described above. You further understand that the information obtained by us through analytics tracking may be sensitive and you expressly agree to allow us to obtain and store such information / data for the purposes described above. If you use the Software Product as a paid-for-product, you may opt-out from Analytics Tracking at any time by disabling it via the settings menu.  Disabling the Analytics Tracking is not possible if you have opted for the Free use of the Software Product or in case of the trial use of the Software Product.

Additional System Error Tracking

In case of the Software Product crash, we will automatically log the application crash context, so that we can debug the Software Product and enable you to further use the Software Product. You understand that for the automatic log we may use some of Your Content or the Results obtained by your using of the Software Product and you expressly agree that we may use such data for the purposes of debugging the Software Product.

Trial Use

We may allow you to use the Software Product for a trial period of fourteen (14) days (the “Trial Period”) and solely for the purpose of allowing you to evaluate the Software Product. You can register for the trial use of the Software Product through the form at the bottom of our homepage https://www.zebra-ai.com, which will give you instant access to login through the Software Product app using Microsoft SSO (single sign-on).

When you log into the Software Product for the first time, the form will ask you for simple permissions:

• openid: Allows you to sign in to the Software Product with your work or school account and allows the Software Product to read your basic profile information.
• profile: Allows the Software Product to see your users’ basic profile (e.g., name, picture, username, email address).

By applying for a trial use or accessing or using the Software Product during the Trial Period, you are bound by these Terms as well as any terms incorporated by reference in these Terms and you confirm that you have read, understood and will abide by these Terms as well as the terms of our External Providers. The Trial Period shall commence on the Effective Date (as defined below) and will automatically terminate upon expiration of the determined Trial Period. Upon expiration or termination of the trial use, the granted license for Software Product shall immediately terminate and you shall retrieve the Results from the system and leave the Software Product. Your Results, stored in the Zebra AI’s Microsoft Azure Cloud instance, will be deleted, if so requested by you, but at the latest after 30 days following the termination of the Trial Period.

Privacy

We take your privacy very seriously. When you engage with us, we might need to collect, process and store some of your personal data. We strive to minimize the collection of such data and will use it only to the extent needed for our legitimate business purposes. Please refer to our Privacy Policy published on our website or attached to these Terms for information about how we collect, use, and share your information obtained during your access or usage of the Software Product.

Security

All communication with the Software Product is encrypted with in-transit SSL / TLS (public-private key encryption), including login, sending your messages to us and vice-versa, connecting and uploading Your Content, exporting your dashboards and similar. Your Content, uploaded to our servers, is also encrypted at rest using 256-bit AES encryption, meaning that any data which is temporarily uploaded to our servers is encrypted for the duration of the session. After the session expires, source data is permanently deleted. Any persisted user or application data which is stored in the database, or any data stored by our External Provicers, is additionally encrypted at rest.

Intellectual Property

The Software Product is protected by copyright and/or other intellectual property laws.

We or our External Providers, subject to their terms and conditions, remain the sole owner of all right, title, and interest in the Software Product.

Except as stated in the Terms or the terms of our External Providers, we do not grant you any rights to patents, copyrights, trade secrets, trademarks, or any other rights in respect to the items in the Software Product or the Results. This means you may not use our or our External Provider’s trade names, trademarks, service marks or logos in connection with any product or service that is not ours or that of our External Providers, or in any manner that is likely to cause confusion. All rights not granted under the Terms are reserved. You agree to abide by all copyright notices, trademark rules, information, and restrictions contained in the Software Product or the Results, and, except as expressly allowed by these Terms or the terms of our External Providers, you will not use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose the Software Product or the Results (i) without the prior consent of the owner of the Software Product or the Results (ii) in a way that violates someone else’s (including our) rights.

Subject to your compliance with the Terms and applicable law, we hereby grant you a non-exclusive, limited, non-transferrable and revocable right for you to access and use the Software Product and the Results obtained by using the Software Product. At the end of the subscription period or the Trial Period, as applicable, your license will expire.

To the extent permitted by applicable laws, you will not, directly or indirectly (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of / or included in the Software Product, documentation or data related to the Software Product; (ii) modify, translate or create derivative works based on the Software Product; (iii) copy (except for archival purposes or in accordance with these Terms distribute, lease, pledge, assign, sublicense or otherwise transfer or encumber rights on the Software Product; (iv) use the Software Product for the benefit of a third party; (v) or remove any proprietary notices or labels; (vi) make any use of or perform any acts with respect to Software Product other than as expressly permitted in accordance with these Terms.

Unlawful and Other Unauthorized Uses

You may not use the Software Product for any unlawful purpose. You are responsible for all your activity in connection with the Software Product.

You represent, warrant, and agree that you will not engage in an unacceptable use of the Software Product, which includes:

• access or use the Software Product without, or in violation of, these Terms or the terms of our External Providers;
• copy, modify, publish, transmit, host, stream, reproduce, sublicense, or resell the Software Product or the Results, unless and to the extent allowed by these Terms;
• enable or allow others to use the Software Products using your account details or data from Microsoft Sign-in, Google Sign-in and similar services;
• access or attempt to access the Software Product by any means other than the interface we provide or authorize;
• circumvent any access or use restrictions put into place to prevent certain uses of the Software Product;
• attempt to disable, impair, or destroy the Software Product;
• uploading or otherwise engaging in behaviour that violates or infringes the copyright, trademark, patent, trade secret, or other intellectual property right of any person;
• creating a false identity or otherwise attempt to mislead others as to the identity or origin of any communication;
• exporting, re-exporting, or permitting downloading of any content in violation of any export or import law, regulation, or restriction of the European Union and its agencies or authorities, or without all required approvals, licenses, or exemptions;
• interfering with or attempting to gain unauthorized access to any computer network;
• jeopardizing the security of your account or anyone else’s (such as allowing someone else to log in to the Software Product as you);
• attempts, in any manner, to obtain the account, API keys and User ID information from any other user of the Software Product;
• transmitting viruses, Trojan horses, or any other malicious code or program, to the best of your efforts and knowledge; or
• engaging in any other activity deemed by us to be in conflict with the spirit or intent of these Terms or the terms of our External Providers.

A violation of any of the foregoing represent grounds for termination of your right to use or access the Software Product and/or the Results.

Changes to Terms

We reserve the right, at our discretion, to change, modify, add to, or remove portions of these Terms (collectively, “Changes”), at any time. We will notify you of Changes by sending an email to the address identified in your ZEBRA AI account and by posting a revised version of the Terms incorporating the Changes to our website (the “Website”). When you sign up to use the Software Product for the first time after the Terms have been amended, you will be asked to confirm that you agree with the amended Terms. By selecting “I Agree” you will acknowledge that you have read, understood and have no objections to the modified Terms, and you agree to be bound by them. If you select not to agree to the modified Terms, the Terms will terminate within 30 days after you have selected not to agree with their modification. During the 30-days’ notice period the Terms will apply for you on their current terms and conditions. 

Confidentiality

For the purposes of these Terms, “Confidential Information” means, with respect to you: Your Content and the Results obtained by you by using the Software Product, except for publicly shared Your Content and the Results by you, and with respect to us: (A) the Software Product and our other materials, including without limitation the following information regarding the Software Product: (i) computer software codes, programming techniques and programming concepts, methods of processing, system designs embodied in the Software Product; (ii) benchmark results, manuals, program listings, data structures, flow charts, logic diagrams, functional specifications, file formats; and (iii) discoveries, inventions, concepts, designs, flow charts, documentation, product specifications, application program interface specifications, techniques and processes relating to the Software Product; and (B) product offerings, product pricing, product availability, technical drawings, algorithms, processes, ideas, techniques, formulas, data, schematics, trade secrets, know-how, improvements, marketing plans, forecasts and strategies. In addition, Confidential Information of either us or you (the party disclosing such information being the “Disclosing Party”) includes information which the Disclosing Party protects against unrestricted disclosure to others that (i) the Disclosing Party or its representatives identifies as confidential at the time of disclosure; or (ii) should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding its disclosure; including, without limitation, information from, about or concerning any third party that is disclosed under these Terms. 

Confidential Information must not be used or reproduced in any form except as required to accomplish the intent of these Terms. Any reproduction of any Confidential Information of the Disclosing Party shall remain the property of the Disclosing Party and shall contain any and all confidential or proprietary notices or legends which appear on the original. With respect to the Confidential Information of the Disclosing Party, the party receiving the Confidential Information (the “Receiving Party”) shall: (i) keep the Confidential Information strictly confidential and not disclose such information to any person within or outside its organization, except as permitted according to these Terms; (ii) prevent disclosure of Confidential Information to any third party, using at least the same degree of care one usually employs in own affairs of similar character, whereas the parties shall limit internal dissemination of Confidential Information within their own  organizations to individuals on a “need to know basis“, provided that there is a clear understanding by such individuals of their obligation to maintain the confidential status of such information and restriction of its use solely to the purpose specified herein, (iii) not use the Confidential Information for any purpose other than the purpose of using the Software Product or the Results, without the prior written consent of the Disclosing Party; (iv) keep all documents in hardcopy or electronic form prepared or obtained in connection with the Software Product safe and separate from other documents, and not to make them available to any person, except to those employees, who are bound to an equivalent confidentiality obligation; (v) make only such copies of Confidential Information as strictly necessary for the purpose of using Software product; (vi) not keep any copies and, at the request of the Disclosing Party, destroy or hand over all documents and data obtained or prepared in connection with these Terms; (vii) notify the Disclosing Party immediately, if Confidential Information has been disclosed to or is in the possession of a third party. The obligation of confidentiality shall continue to remain in force for an indefinite period of time.   

Obligation of confidentiality shall not apply and the Receiving Party shall have no confidentiality obligation with respect to information that: (i) is or becomes publicly known through no fault of the Receiving Party; (ii) is already in the possession of the Receiving Party at the time of disclosure, provided that the Receiving Party identifies and proves by written documentation such prior possession; (iii) is received by the Receiving Party from a third-party without similar restriction as to non-disclosure and without breach of these Terms; (iv) has been or is independently developed by the Receiving Party, provided that the Receiving Party proves by written documentation such development; (v) is required to be disclosed by law, or by a requirement of a regulatory body or stock exchange, where disclosure shall not occur until, where reasonable practicable, the Receiving Party has notified the Disclosing Party of any possible disclosure and the Disclosing Party has been afforded the opportunity to review such disclosure and to attempt to prevent or limit any such disclosure.

Indemnification

You agree to indemnify and hold harmless ZEBRA BI and its subsidiaries, affiliates, officers, agents, partners, and employees from any and all claims, demands, liabilities, damages (actual and consequential), losses and expenses (including reasonable attorneys’ fees) fees arising from or in any way related to any third-party claims relating to:

• Your use of the Software Product (including any actions taken by a third party using your account);
• Your violation of these Terms or the terms of our External Providers;
• Your Content that you upload in the Software Product.

In the event of such a claim, suit, or action (“Claim”), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder). We have the right to control the defence of any Claim subject to indemnification by you with counsel of our own choosing. You will fully cooperate with us in the defence of any Claim.

Disclaimers

The Software Product is licensed to you on an “as is”, “as available” and “with all faults” basis. We, on behalf of our licensors, suppliers, and affiliates, disclaim all other warranties, express or implied, including but not limited to, any implied warranties of merchantability, fitness for a particular purpose, title and non-infringement with regards to the Software Product, to the extent permitted under applicable legislation. We do not warrant that the Software Product will satisfy your requirements or that it will operate without defect or error. 

We give no warranties or guarantees about (i) the ability of the Software Product to perform without limitation, restriction or interruption in any given environment, (ii) the accuracy, completeness, or content of the Software Product, (iii) the accuracy, completeness, or content of any linked sites, (iv) third-party products and / or (v) the use or the results of the use of the Software Product in terms of correctness, effectiveness, accuracy, reliability (including the Results and their correctness, effectiveness, accuracy and reliability) or otherwise, and we assume no liability or responsibility therewith, to the extent permitted under applicable laws.

No advice or information, whether oral or written, obtained by you from us will create any warranty not expressly stated herein. We further disclaim any warranty that the quality of the Software Product will meet your expectations; or any errors or defects in the Software Product will be corrected. You access and use the Software Product at your own risk, and we are not liable for any errors or omissions relating to the Software Product or for any damages or loss you might suffer in connection with it, including the obtained Results. We cannot control and have no duty to take any action regarding how you may interpret and use the Software Product or the Results or what actions you may take as a result of having been exposed to the Software Product, and you hereby release us from all liability for you having acquired or not acquired the Results or any other content through the Software Product.

You understand and agree that you use or access the Software Product at your own discretion and risk and that you will be solely responsible for any damage to your property (including your computer system) or loss of data that results from such access or use.

Liability

In no event will we be liable to you or anyone else for any pure economic loss, loss of profit, loss of business, depletion of goodwill, loss of use or data, damages for business interruption or otherwise, in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever  arising out of or in any way related to these Terms or the use of the Software Product and/or the Results, regardless of the form of action, whether based in contract, tort (including, but not limited to, simple negligence, whether active, passive or imputed), or any other legal or equitable theory (even if the party has been advised of the possibility of such damages and regardless of whether such damages were foreseeable).

Our maximum aggregate liability to you or any third party under or in connection with these Terms and/or the use of the Software Product and/or the Results, whether arising in or caused by breach of contract, tort (including negligence), breach of statutory duty, indemnity or otherwise, shall in no circumstances exceed the annual subscription fee paid by you for the year in which the event giving rise to the damages occurred. .  

Nothing excludes or limits our liability which we may not exclude or attempt to exclude by law.

These Terms set forth the full extent of our obligations and liabilities arising out of or in connection with these Terms and there are no conditions, warranties, representations, or terms, express or implied that are binding on us except as specifically stated or contemplated in these Terms.  Any condition, warranty, representation, or term which might otherwise be implied into or incorporated in these Terms, or any collateral contract, whether by statute, (common) law or otherwise is hereby expressly excluded.

Audit

ZEBRA BI shall be permitted to audit the use of the Software Product by you in its sole discretion, which may include on-site and/or remote audits. You shall reasonably cooperate in the conduct of such audits.  In the event an audit reveals that you have underpaid the subscription fee for the Software Product, you shall pay such underpaid fees based on our price list and terms and conditions in effect at the time of the audit. In the event an audit reveals that you have used the Software Product in excess (e.g. if you have exceeded the agreed upon quantity of Designated Users in the Order Form or as selected by you or if you have exceeded the number of AI questions allocated to you), you shall pay such excess use of the Software Product based on our price list and terms and conditions in effect at the time of the audit, and shall execute an additional Software Product Order Form to affect the required licensing of any excess use of the Software Product. We may delegate or request an internal / external collaborators or other business partner to perform such an audit.

Payment Terms

We will invoice and you will pay in advance the annual fee for the use of the Software Product during the duration of your subscription as set forth in the Software Product Order Form or in accordance with the subscription rate you have selected. Annual fees shall include the price of the Software Product use for Designated Users (i.e. quantity of your Designated Users as agreed upon in Software Product Order Form or as selected by you). Unless otherwise specified in the Software Product Order Form, you shall pay annual fees in advance upon receipt of invoice or payment by credit card, if enabled by us. Payment by credit card shall be subject to the conditions separately agreed upon between us and the payment provider.  In the event that you fail to make the payment by the due date, we reserve the right to charge you statutory default interest.

We will not modify the annual fees charged to Licensee during each subscription year (i.e. during a period of one year). Upon the expiration of each subscription year, we reserve the right to increase the annual subscription fee for the Software Product.  You acknowledge that the annual fees are subject to change in accordance with these Terms and agree to pay applicable annual fees in advance, unless these Terms are terminated or unless agreed otherwise with us. 

Taxes

All withholdings, value added tax (“VAT”), Sales and other taxes or other contributions required by applicable legislation, if any, resulting from the payments made to us pursuant to these Terms will be your sole responsibility and you will be responsible for paying any such VAT, sales, use, excise and other taxes relating to your receipt of the Software Product pursuant to these Terms. A failure on our part to invoice you for any applicable taxes does not relieve you of the liability to pay such taxes, and you must pay to the applicable taxing authority any such taxes which may be due as a result of your purchase.

All payments to be made for the use of the Software Product shall be made without any deductions or withholding for or on account of any taxes, levies imports or duties. If you are compelled to make any such deduction or withholding, you shall pay such additional amounts as are necessary to ensure us the full amount which we would have received but for the deduction or withholding. 

Bank fees, currency conversion

We are not responsible for any bank fees, interest charges, finance charges, overdraft charges, or other fees resulting from charges billed by us. Any and all such fees or charges shall be paid by you.

In the event that a currency conversion takes place, you agree that it will be completed at the transaction exchange rate set for the relevant currency exchange. The transaction exchange rate is adjusted regularly and includes a currency conversion spread applied and retained by payment providers on the base exchange rate to form the rate applicable to your conversion. If any currency conversions apply, you will pay the difference up to the whole amount owed to us. Payments can be made either in EUR or in USD. We will not make any other currency conversions and do not accept any payments in other currencies.

Publicity

You agree that we may, at our own discretion, list you as our customer using the Software Product for reference purposes. During the Term you hereby grant us a worldwide, non-exclusive, royalty-free, non-transferable license to use your trademarks and logos for the purposes of identifying you as our customer using the Software Product. If you want us to use your trademarks or logos in a specific way, please let us know immediately and we will follow your instructions accordingly.

Term and Termination

These Terms, jointly with rights and obligations arising hereunder, shall become effective as of the Effective Date (as defined below) and shall continue in effect thereafter unless they are terminated or have expired pursuant to these Terms.

The Software Product will be made available for use to you on an annual basis, counted from the Effective Date onwards (the “Term”), or for the duration of the Trial Period, as applicable. Once your annual subscription expires, the Term will be automatically renewed for one year, unless either of the parties notifies the other party in writing that the subscription shall not be renewed at the latest within 90 days prior to the expiration of the subscription period.

These Terms can also be terminated, without prejudice to the rights hereunder, in accordance with the following: (i) you may terminate these Terms for any reason at any time during the Trail Period or at any time during the Term if you have opted for the Free use of the Software Product, without any notice period and (ii) in case of paid subscription, you may terminate these Terms for any reason, but only after payment of all fees then due and owing to us, with a written notice with at least a 90-day notice period.

We may terminate these Terms with immediate effect in the event of (i) your material breach of any provisions of these Terms, including, but not limited to the breach of provisions relating to Intellectual Property, Unlawful and Other Unauthorized Uses and Confidentiality,  (ii) your bankruptcy, insolvency or other assignment for the benefit of creditors, (iii) if you breach any provision of these Terms and fail to rectify such breach within 15 days upon receipt of our warning, requesting from you to rectify such breach, or in case of a Trial Period, within 3 days upon receipt of our warning, requesting from you to rectify such breach and (v) in case of breach of any provision of these Terms if the breach may, considering its nature, not be rectified.

For the avoidance of any doubt, termination of these Terms shall strictly apply to the Software Product under these Terms.

Effects of termination

Upon termination pursuant to these Terms or upon the expiration of the Term we will cease to make available the use of the Software Product. The Results will remain available for 30 days. You will (i) cease the use of the Software Product and the Results in the periods stated in these Terms and (ii) you shall irretrievably destroy or upon our request deliver to us all copies of the documentation and Confidential Information disclosed by us in every form, except to the extent it is legally required to keep it for a longer period in which case such return or destruction shall occur at the end of such period.  You shall be entitled to a refund of the already paid subscription fee for any remaining months after the termination of these Terms (i.e. after the expiration of the notice period) and until the end of the subscription period, unless the termination occurred due to your material breach of any provisions of these Terms that was not rectified or could not be rectified, including your failure to pay any fees due and owed to us, your bankruptcy, insolvency or other assignment for the benefit of creditors. Any fees owed to us will immediately become due and payable in full (i.e. termination shall not relieve you from your obligation to pay fees that remain unpaid).

All sections of these Terms that expressly provide for survival, or by their nature should survive, will survive termination of these Terms, including, without limitation, confidentiality, indemnification, warranty disclaimers, and limitations of liability.

Severability

If any provision of these Terms is found to be illegal, invalid, or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that the Terms will otherwise remain in full force and effect and enforceable. The illegal, invalid, or unenforceable provision will be replaced by a valid and enforceable provision which approximates as closely as possible the intent of the invalid or unenforceable provision.

Entire Agreement

These Terms constitute the complete agreement between us and you and supersedes all prior or contemporaneous discussions, representations, and proposals, written or oral, with respect to the subject matters discussed herein. 

No Waiver

If either Party should waive any breach of any provision of these Terms, it shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision hereof. 

Notices

All notices shall be in writing and shall be deemed duly given when delivered to the address identified in your ZEBRA AI account created for the purposes of using the Software Product.  Apart from any notice of termination or notice of material breach, which shall occur by exchange of letters in writing, the requirement of a written form (“in writing”) is met by exchange of letters or other written form, including email or other electronic means used by both parties. 

Governing Law and Jurisdiction

These Terms and any claims arising out of or relating to these Terms and their subject matter shall be governed by and construed under the laws of the Republic of Slovenia, without reference to its conflicts of law principles. In the event of any conflicts between foreign law, rules, and regulations, and Slovenia law, rules, and regulations, Slovenian law, rules, and regulations shall prevail and govern, and the parties hereby submit to the exclusive jurisdiction of the Slovenian Courts. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms and is hereby expressly excluded. 

Effective Date

These Terms enter into force on the date when the Software Product is made available by us to you in accordance with required steps, as described on the Website (the “Effective Date”).