Terms of Use Applicable to Zonder AI
Last updated: December 2024
1. Purpose
These terms of use (hereinafter, the "Terms") directed at legal entities (B2B), together with our Privacy Policy and the Data Processing Agreement—which are considered an integral part of this document—constitute a legal agreement between you (hereinafter, the "Client") and ZONDER SOLUTIONS, S.L. (hereinafter, "Zonder"), for the use of the Chatbot software for Shopify (hereinafter, the "Software" or "Chatbot"). This Software, which is made available to the Client in SaaS mode, is designed to optimize and transform your Shopify store through generative artificial intelligence ("AI") support every day of the year (hereinafter, the "Services"). The description, functionalities, and characteristics of the Software are indicated in Annex I.
Hereinafter, the Client and Zonder will be jointly referred to as the "Parties" and indistinctly as the "Party."
2. Definitions
AIA. Refers to Regulation (EU) 2024/1689 of the European Parliament and of the Council of June 13, 2024, establishing harmonized rules on artificial intelligence and amending Regulations (EC) No. 300/2008, (EU) No. 167/2013, (EU) No. 168/2013, (EU) 2018/858, (EU) 2018/1139, and (EU) 2019/2144 and Directives 2014/90/EU, (EU) 2016/797, and (EU) 2020/1828.
Chatbot. Refers to the software marketed by Zonder, which implements AI functionalities for Shopify.
Integrated Chatbot. Is the version of the Chatbot adapted to the specific characteristics of the Client, integrating into their ecosystem.
Client Data. Refers to the information, data, or contents that the Client makes available to Zonder or the Integrated Chatbot for the provision of the Services.
Personal Data. Any information relating to an identified or identifiable natural person who can be identified, directly or indirectly.
Developer. In accordance with Article 3.4 of the AIA, a Developer means any natural or legal person, public authority, agency or other body that develops an AI system or a general-purpose AI model or has an AI system or a general-purpose AI model developed and places that AI system on the market or puts it into service under its own name or trademark, whether for payment or free of charge.
Inputs. The information, questions, or instructions that End Users enter into the Integrated Chatbot.
Third-Party Models. Refers to AI models from external providers that are integrated or embedded in Zonder's Software.
Purchase Order. Any document or subscription statement between the parties that references these Terms and specifies the fees and commercial terms agreed upon for certain Services. Each Purchase Order will be subject to these Terms.
Outputs. These are the results, responses, or suggestions issued by the Software after processing the Inputs.
Deployer. In accordance with Article 3.4 of the AIA, refers to the natural or legal person, public authority, agency, or other body using an AI system under its own authority, except when the AI system is used in the course of a personal non-professional activity.
End Users. These are the Client's customers who interact with the Integrated Chatbot within the Client's domain or environment.
3. Acceptance
The acceptance of these terms will take place automatically (i) when subscribing to a Purchase Order for contracting Services; or (ii) when subscribing to a service contract (the Purchase Order and the contract will be jointly referred to as the "Order"), and will remain in force while the Services are developed in accordance with the Order and you have the right to use the Software, and/or responsibilities derive from it.
The Client commits to full, complete, and unreserved acceptance of each and every one of the terms and conditions included in these Terms. If you do not agree with any of its terms, you should not contract or use the service.
The Client states that they are knowledgeable about the characteristics of the Software, its operation, and the method for obtaining results through the use of AI and the integration of Third-Party Models. Likewise, they commit to using the Software under their professional and organizational responsibility, as the Deployer, under the conditions and for the duration established herein, as well as with the means and resources they deem appropriate at all times.
These Terms will prevail at all times over the general contracting conditions and/or any other conditions provided by the Client and/or used in the activity of their organization.
Zonder reserves the right to update and modify these Terms at any time, without the need to request the prior consent of the Client. However, regarding the update of the price of the Services, the provisions of clause 8.4 of these Terms will apply.
4. Software Characteristics
The Client acknowledges that the Services subject to these Terms and the use of the Software are provided in SaaS mode, that is, they are cloud-based and centralized in Zonder's infrastructure and servers, therefore (i) Zonder will not deliver copies of the Software to the Client; (ii) the Software does not require download or installation by the Client, but the computer equipment to be used to access the Software must meet the minimum technical requirements and have an internet connection; and (iii) it is an on-demand Software and implies that it can be used by multiple business organizations or clients.
The Software is granted under license, in accordance with the stipulations in these Terms ("License"), and under no circumstances can the Parties understand the use of the License as a transfer of any right over the Software different from those mentioned later in this document.
The Software bases its operation on the algorithm and data model developed by Zonder, complemented with the integration of software and/or Third-Party Models —including, by way of example, artificial intelligence models provided by third parties such as ChatGPT. Through this technology, the Software offers its End Users recommendations or suggestions based on certain products from the Client's Shopify store, outputs.
As a result, the efficient operation of the Software, its updated and coherent response capacity with reality, as well as the deployment of all its functionalities requires the correct integration of the Client Data by the Client to evaluate the different options that may arise based on knowledge of the reality of the sector.
The Client accepts that, for the correct functioning and evolution of the Software, as well as for its adequate operation with respect to the particular uses of the Client, it will be necessary to provide the Client Data.
The Client commits not to use the Chatbot to transmit or store any content or communication, or participate in any activity that is illegal, harmful, deceptive, unsolicited, that violates rights, or that, in any other way, represents a threat to the public. This obligation includes, without limitation, actions that: (i) infringe any copyright, patent, trademark, trade secret, or other intellectual property rights of third parties, (ii) hinder the functionality of the Service, including reverse engineering, hacking, copying, translating, disassembling, or decompiling the Services, as well as creating total or partial derivative works based on them, (iii) aim to deceive by creating false identities or mislead about the sender or origin of any data or communication, (iv) infringe the rights or freedoms of third parties or breach any legal provision, (v) involve the use of the Software for automated decision-making in sensitive areas, or (vi) do not inform about the use of AI in the Software.
The Software is designed for use in areas that do not entail a risk of causing harm to the legal interests protected in those areas, in accordance with the AIA, since they do not significantly influence decision-making or do not significantly harm those interests. This is because: (i) the AI integrated into the Software performs specific and delimited tasks, focusing on detecting decision-making patterns based on previous decisions, and (ii) its main purpose is to improve the result of a previous activity carried out by a human being, in particular when advising on the purchase of products or services offered by the Client (as detailed in the characteristics of Annex I).
In any case, it is noted that the AI systems included in Annex III of the AIA as high-risk present a significant level of threat to health, safety, or fundamental rights. The Software developed by Zonder is not designed to operate in such contexts or to manage those risks, and therefore: (i) its use is not allowed in areas that could fall under the categories defined as high-risk or as prohibited AI practices in the AIA, (ii) the Client, as the Deployer, must ensure that the Software is not applied to such uses, and (iii) Zonder will not assume any responsibility for damages or injuries resulting from a use of the Software that exceeds the scope permitted in these Terms or that contravenes the provisions of the AIA. The Client assumes all responsibility arising from the implementation and improper or unauthorized use of the Software, as well as the legal consequences derived from it, and undertakes to hold Zonder harmless against any claim related to these prohibited or high-risk uses.
The Client must prepare and keep updated the necessary documentation for compliance with the applicable regulations, both those contemplated in the AIA and in data protection legislation, in order to guarantee due transparency and information in the use of the Integrated Software. In this sense, and as a guide, Zonder, in its capacity as Developer, makes available to the Client the following templates (hereinafter, the "Models for the Integrated Software"), which are attached to this document as Annex II. However, it is exclusively the Client's responsibility to: (i) adapt these Models for the Integrated Software to the specific circumstances of the business, (ii) verify their compliance with the applicable regulations in each jurisdiction, and (iii) where appropriate, request the necessary legal or technical advice to ensure correct compliance with transparency and information obligations.
Zonder assumes no responsibility for the inadequate or incomplete implementation of said Models, and the Client must adopt the additional measures that are relevant to ensure their full validity and effectiveness.
5. Conditions of the Software Use License
Zonder will provide the Client with all technical information for the correct use of the Software in accordance with the stipulations in these Terms ("Documentation").
In accordance with the stipulations in these Terms, Zonder will provide the Client with the Services that will allow the Client's access and use of the Chatbot. For this, Zonder grants the Client the non-exclusive and non-transferable License of use of the Software "Chatbot for Shopify", worldwide, during the term of the Order, solely and exclusively in the Shopify stores authorized in each case and for use by the natural persons who are authorized by the Client to use the Software and access the Documentation ("Authorized Users"), and for the purposes, nature, and destination of the Software described in the Terms and in Annex I. This license is revocable and is conditioned upon payment of the License and compliance by the Client with the other terms and Conditions established.
The License is only granted for the Client's internal business use, and the Client may not in any case transform, exploit, reproduce, distribute, carry out acts of public communication of the Software, nor assign, sublicense, or market, partially or totally, in any form the Software, being expressly prohibited to transfer, assign, lease or sell, the right of use over the License object of this Contract, to a third party, whether in whole or in part, as well as to carry out any other act of temporary or permanent disposal of it, whether free of charge or for a fee, subject to royalties.
Only the Authorized Users designated by the Client may access and use the Software with the user identifier assigned by Zonder. The Client will be responsible for compliance with these Terms by all Authorized Users and End Users.
The Client declares and accepts that they will use the Software exclusively in compliance with the applicable legislation in the jurisdiction in which the Software is used, including, among other regulations, restrictions on artificial intelligence, data protection, business secrecy, and intellectual property.
6. Client Obligations
The Client commits to using the Software in accordance with the terms of the License, exclusively for the purposes established in these Terms and the purpose for which its use is authorized, in accordance with the instructions and training that they may have received from Zonder.
The Client will not encourage and will ensure that illegal activities are not carried out in the Software with their credentials, and will notify as soon as possible any illegal use of the Software of which they become aware.
The Client will provide truthful, accurate, adequate information that is necessary for the Software to function properly. The Client acknowledges that Zonder's ability to provide the Services in the manner provided for in these Terms may depend on the accuracy of such information and Client Data provided.
The Client will take all necessary measures to safeguard their access credentials in order to prevent access to the Software by unauthorized personnel. The Client is solely responsible for maintaining the confidentiality of the access credentials.
The Client will communicate to Zonder any type of contingency that may occur during the term of the Service, whether in the use of the Software, or in relation to opportunities for improvement, difficulties in operation, or others ("Feedback").
The Client will not participate in activities that exploit, damage, or threaten to damage the integrity of the Software; in particular, they commit to: (i) not willfully evade restrictions on access to services and/or products or their availability in the Software, (ii) not access or attempt to access the Software by any means other than the interface made available by Zonder, (iii) not upload or share any content that is illegal, harmful, contrary to morals or public order, harms third parties, or invades the privacy or confidentiality of a third party, (iv) not upload, transmit, store or make available any Software content or code that contains any virus, malicious code, malware, or any component designed to damage or limit the functionality of the services offered by the Software, (v) not interrupt, interfere with, or inhibit the use by any other client, and (vi) not carry out any type of reverse engineering with the sole purpose of obtaining the Software code, either to duplicate or carry out any alteration in the Software that is not previously authorized by Zonder.
The Client will pay the agreed fees in each case as a necessary requirement to continue using the Software and receiving the service.
7. Duration
These Terms will remain in force for the time of subscription to the Services. The Services will have a minimum duration of one year of mandatory compliance from the acceptance of the Terms. The renewal for periods of equal duration (one year) will occur automatically if not communicated otherwise with a minimum notice of thirty (30) days before the end of the same.
Zonder may terminate or suspend the subscription immediately in the event of material or continued breach of these Terms or following a claim by third parties for infringement of their rights.
The termination of the Order will not exempt the Client from their obligations towards Zonder, including the obligation to pay for the Services already provided.
8. Price and Payment Method
The Client must pay Zonder the amount determined in the Order (the "Price"). Unless otherwise specified in the Order, payment will be made through ……………………………………… upon receipt of invoice, due on the 30th day of the month.
The Client will pay the Price to Zonder on the due dates, terms, and conditions established in the Order and in this clause. Except as expressly established in this Contract, all amounts are non-refundable and non-cancelable.
Overdue Invoices. If the Client delays more than ten (10) calendar days from the due date in the payment of any subscription fee and they are not paid within five (5) days from the receipt of the non-payment notification, Zonder may suspend the Services immediately. This suspension will be understood without prejudice to any other rights and remedies available to Zonder (including the rights of termination for breach of the obligations agreed in the Order, revocation of the licenses granted, and claim of amounts owed). Zonder reserves the right to charge interest on the overdue amount from the first day the amount is due until the amount is paid in full at the Euribor rate +7%. Interest will be calculated and accrued daily.
Zonder reserves the right to update the Price of the Services in each annual period, having to notify the Client in writing of such updates within one (1) month before the date scheduled for their entry into force, being understood as accepted by the Client if there is no opposition in the fifteen (15) calendar days following their receipt.
9. Intellectual and Industrial Property Rights and Confidentiality
Intellectual Property shall collectively mean inventions, patents, utility models, designs, trademarks, trade names, domain names, software, databases, copyright or copyright, related or secondary rights, know-how, industrial, commercial or business secrets, or any other type of literary, artistic or scientific creations susceptible to protection as works of Intellectual or Industrial Property in accordance with any applicable law, whether registrable or not, in any country, including the Software, Feedback, and Documentation, as well as any updates, new versions, beta versions, or modifications of any kind.
The Client acknowledges and accepts (i) that Zonder is the sole owner of all Intellectual Property rights over the Software, Feedback, and its Documentation, as well as the modifications and customizations made to it; and (ii) that all Intellectual Property rights derived from the provision of the Services and the development, exploitation, and supply of the Software belong automatically and exclusively to Zonder, without the Client acquiring any right over them and being able to use them only to the extent that they are necessary for the execution of the Services subject to the Contract.
All information that the Client receives about the Services, Documentation, Intellectual Property, systems, configuration, will be considered confidential. This will not apply to information that becomes available to the public by means other than as a result of an erroneous action by the Client, or that is already in the possession of the Client and is not subject to a mutual confidentiality agreement.
The Client will take the necessary and preventive measures in order to prevent their employees, legal advisors, auditors, contractors, competing companies, etc., from being able to have additional information, or, where appropriate, from being able to transmit it to third parties.
For its part, Zonder commits to maintaining the confidentiality of the Client's information and will not disclose such information to third parties. The foregoing is understood without prejudice to those exceptions provided by legal imposition, publicity of the information or independent access, or in relation to the terms accepted herein for the provision of the Services and global operation of the Software.
10. Support and Maintenance Service
Zonder commits to carrying out all the maintenance tasks it deems necessary in the Software, so that it is always updated and functioning optimally.
Zonder will be solely responsible for offering and providing first-level assistance to the Client regarding the use of the Software subject to this License. It is recognized and accepted in these Terms that, in no case, will the Client be entitled to request support from a third party, unless they have written authorization from Zonder.
Likewise, Zonder makes available to the Client a free incident resolution service through the email hello@zonder.ai, unless the incident is due to causes attributable to the Client or to third parties, in which case the Client must bear the expenses of technical assistance, travel, and repair. Zonder will make reasonable efforts to resolve any technical incident as soon as possible, within a maximum period of four (4) working hours. The foregoing must be understood without prejudice to the fact that Zonder may not take charge of those incidents that are due to improper use of the Software by the Client.
The Client accepts that the use of the Software may be restricted or limited for a period of time in those cases in which Zonder must carry out maintenance, error correction, or updates on the Software. Zonder will make reasonable efforts to notify the Client of these circumstances with sufficient advance notice.
Zonder will take commercially reasonable measures to provide the Services continuously, except for (i) scheduled downtime; (ii) downtime caused by problems in the Client's network and/or problems of the Client's server systems; (iii) downtime during which the Services cannot be accessed due to interruption of public services (including power outages, maintenance of the public service provider) and/or cyber attacks; (iv) downtime during which the Services cannot be accessed due to Internet or telecommunications service interruption; (v) any force majeure event; and (vi) downtime derived from incidents of the Software itself that require repair, as provided in this clause.
11. Audit
Zonder will have the power to audit the Client for the sole purpose of verifying, checking, and confirming the adequate and correct use of the Software.
Zonder may monitor the use of the Services and collect and use Client Data related to the use of the Service to (i) provide, maintain, and improve the Services; (ii) ensure the security of the Services; and (iii) to develop and improve Zonder's products and services.
12. Disclaimer of Warranty
To the extent permitted by applicable law, Zonder offers no warranty of any kind (explicit, implicit, legal, commercial, etc.) in relation to, among others, (i) the suitability for a particular purpose of the Software; (ii) that the use of any Software will be safe, timely, uninterrupted, or error-free; (iii) that the Software will function in combination with any other hardware, software, system, or data; (iv) that the Software will meet the requirements or expectations of the Client; (v) that the use of the Software will result in business benefit or economic performance for the Client; (vi) the unavailability of the Software in accordance with clause 10 of the Terms.
The Client waives any claim of responsibility against Zonder in case of breach of the Contract by Zonder unless the negligence is considered serious or there is willful misconduct, in which case the maximum liability that, for all concepts, Zonder will assume will be limited to one year of the fees for services received from the Client.
13. Data Protection
Zonder will process the Client's personal data for the purpose of managing and complying with the established contractual relationship, the legal basis for the processing of such data being the development and execution of the contractual relationship, as well as compliance with legal obligations applicable to Zonder.
The Client's personal data required for the provision of the Services may be communicated to third parties if such communication of data is necessary and/or in compliance with legal obligations. In case of communicating data to external service providers that require the transmission of personal data outside the European Union or in countries that have not been declared with an adequate level of protection, Zonder will guarantee the security and legitimacy of the processing of the data through adequacy decisions, standard clauses, binding corporate rules, exceptions, or any other instrument approved by the competent authority that offers adequate guarantees for carrying out the international transfer of data.
Personal data will be kept during the term of the contractual relationship and subsequently, during the legal periods that are applicable. Specifically, the data and documentation that serve as justification for the established contractual relationship and/or compliance with legal obligations derived from it will be kept during the retention periods imposed by the applicable regulations, as well as during the prescription periods of civil, criminal, administrative actions or any other type that could arise from the contractual relationship.
The interested party may exercise their rights of access, rectification, deletion, opposition, limitation of processing, and portability, by contacting Zonder at the following link: hello@zonder.ai. Likewise, if they consider their right to personal data protection violated, they may file a claim with the Control Authority.
Personal data processing order: The Client commits not to include personal data of any kind in the Integrated Chatbot.
Notwithstanding the above, to the extent that, for the provision of the Services, the registration of Authorized Users is required, the Parties will comply with the Data Processing Agreement.
14. Subcontracting
Zonder may subcontract necessary providers to carry out its functions under this Contract. Such subcontracting will be carried out in compliance with all applicable laws and regulations, especially those regarding data protection.
15. Waiver, Severability, and Assignment
In the event that Zonder does not execute some provision, it will not be considered a waiver of its right to execute it subsequently. If any provision is considered not applicable, the rest of the provisions of the Terms will remain fully effective and enforceable, and will be replaced by a new applicable condition that reflects Zonder's intention as faithfully as possible. The Client may not assign any of the rights linked to these Terms, and any attempt to do so will be considered null. Zonder may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business activity associated with the Services.
16. Applicable Law and Jurisdiction
These Terms shall be interpreted and complied with on their own terms and, for matters not provided for therein, shall be governed by Spanish legislation. The Parties expressly waive any jurisdiction that may correspond to them and expressly agree that any question, claim, litigation, discrepancy, or controversy resulting from the execution or interpretation of these Terms, or related to them, directly or indirectly, will be submitted to the exclusive jurisdiction of the Courts and Tribunals of the city of Barcelona.
Last updated, January 2, 2025