ZERO KEYBOARD, INC.
TERMS OF SERVICE
MAY 2018

1 SCOPE
This Terms of Service (“Terms of Service”) governs the relationship between You (“You”) and Zero Keyboard, Inc., and its affiliates (“ZKB”) regarding the use of the Zero Keyboard solution which consists of a downloadable application and other related connection services enabling You to access Salesforce.com (“Zero Keyboard”). ZKB is the exclusive reseller and operator of the Zero Keyboard application.
The license to use Zero Keyboard as specified herein is granted to You by ZKB. Your use of Zero Keyboard is also governed by ZKB Privacy Policy (https://zerokeyboard.com/legal/privacy-policy), which is incorporated herein by reference.
Your use of Zero Keyboard might be governed also by separate policies, as provided in connection with Salesforce or other services, and you shall comply in all respects with any such policies. If You are accepting these Terms of Service on behalf of a company or other legal entity, You represent and warrant that You are authorized to do so.

YOU MUST READ THIS AGREEMENT CAREFULLY BEFORE INDICATING ACCEPTANCE AT THE FIRST LOG IN. BY ACCEPTING YOU ACCEPT ALL THE TERMS AND CONDITIONS HEREIN. IF YOU DO NOT AGREE TO ANY OF THE TERMS OR CONDITIONS HEREIN, YOU MUST NOT LOG IN TO ZERO KEYBOARD AND YOU SHALL NOT BE PERMITTED TO ACCESS AND USE THE ZERO KEYBOARD.

You may update, change or remove Your Account information by contacting us at [email protected].

2 LICENSE
2.1 Grant
ZKB grants You, subject to Your acceptance to and compliance with these Terms of Service, the limited, non-exclusive, non-sublicensable, non-transferable, revocable right and license to use Zero Keyboard for restricted commercial use only. All other rights are hereby expressly reserved.

2.2 Account Security
You become a registered user of Zero Keyboard by signing in with your Salesforce account (“Account”). Zero Keyboard identifies your username but does not store your passwords. You shall give to ZKB complete and accurate personal and other information necessary for the use of Zero Keyboard. You shall inform ZKB of any changes to such information. [email protected]
You are solely responsible for all activity on Your Account, whether within Zero Keyboard or Salesforce, as well as for the security of Your computer, mobile systems and network. You shall not reveal, share or otherwise allow others to use Your login information or Account, or let anyone access Your Account.
You are personally responsible for the login information and Account and for all of the communication and activity in connection with Zero Keyboard, Salesforce or any other services that results from the use of Your Account. You shall not charge others for the right to use Your Account, or sell or otherwise transfer Your Account. You shall not sell or give away Your Account, create an Account using a false identity or information, or on behalf of someone other than Yourself.

2.3 Limitations of Use
You shall not use Zero Keyboard or Zero Keyboard Studio for any purpose other than as expressly permitted by ZKB. You shall not (i) modify, prepare derivative works of, reverse engineer, disassemble, alter, tamper with or circumvent any portion of Zero Keyboard; (ii) knowingly or negligently use Zero Keyboard in a way that abuses or disrupts our networks, user accounts, or Zero Keyboard; (iii) transmit through Zero Keyboard any harassing, fraudulent or unlawful material; (iv) license, sell, rent, transfer, assign, distribute, display, market, disclose, or otherwise commercially exploit, or otherwise make Zero Keyboard available to any third party; (v) use Zero Keyboard in violation of our policies, applicable laws, or regulations; (vi) harvest, collect, or gather user data without consent; or (vii) transmit through Zero Keyboard any material that may infringe the intellectual property or other rights of third parties. You shall not remove, change or obscure any intellectual property or other proprietary notices incorporated in or accompanying Zero Keyboard. You shall abide by all applicable national and international laws in connection with the use of Zero Keyboard, including those related to data protection, privacy, international communications and the transmission of technical or personal data.

2.4 System Requirements
You understand that Zero Keyboard is an evolving solution and that for reasons that include, without limitation, system security and stability, Zero Keyboard may need to automatically update, pre-load, create new versions or otherwise modify the application at any time without notice, and accordingly, the system requirements to use the application may change over time.

ZKB provides new versions, enhancements, upgrades or updates of Zero Keyboard in its sole discretion. All upgrades and updates are provided to You on a license exchange basis. By using an upgrade or update, You voluntarily terminate Your right to use any previous version. Upgrades and updates may be licensed to You by ZKB with additional or different terms. You may need to update third-party software from time to time to use Zero Keyboard.

2.5 Your Salesforce Account
Zero Keyboard communicates with Salesforce and gives You an ability to create and submit content to Salesforce. Zero Keyboard does not provide any license or right to use Salesforce and You and your organization shall be responsible for any access rights relating thereto.

The functionality of Zero Keyboard may depend on the scope of the licenses granted by ZKB and Salesforce to their respective applications and services as well as the configurations or authorizations set by your Salesforce enterprise administrator.

3 OWNERSHIP
Zero Keyboard (including the related software and media) is protected by copyright and other intellectual property laws. ZKB, its licensors and other rights holders retain all right, title and interest in and to Zero Keyboard (including without limitation any server software and user interface and documentation relating thereto), our name, logo or other marks (together, the “ZKB Marks”), and any related intellectual property rights, including, without limitation, all text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations and software, modifications, enhancements, derivative works, and upgrades thereto.

You acknowledge and agree that You have no right, title or interest in or to any of the above or any other attributes associated with Zero Keyboard and Your use of Zero Keyboard pursuant to these Terms of Service does not imply any transfer or assignment of any such rights to You. You shall not use or register any trademark, service mark, business name, domain name or social media account name or handle that incorporates, in whole or in part, or is confusingly similar to the ZKB Marks.

4 INTERACTING WITH THIRD PARTY SERVICES
4.1 Access to Other Services
You hereby consent and agree that ZKB shall have the right to access Your user account(s) in Salesforce or other third-party services (including associated data and other material) to allow You to interact with such third-party services using Zero Keyboard, including the creation and submitting of content to such services, when permitted by such services.

4.2 User Content
All materials and information, including but not limited to information, data or other user-generated material (“User Content”) created with or submitted through Zero Keyboard is the sole responsibility of the user from whom such User Content originated. ZKB may at its discretion remove or disable access to User Content residing within Zero Keyboard.

The use of Zero Keyboard (including submitting User Content) is subject to applicable laws, regulations, conditions and restrictions. You shall comply in all respects with such laws, regulations, conditions and restrictions and shall ensure that the User Content created with or submitted or transmitted through Zero Keyboard does not contain material that is illegal, obscene, indecent, defamatory, or which incites religious, racial or ethnic hatred. You are solely responsible for Your interactions with other users and any other parties with whom You interact through Zero Keyboard.

4.3 Usage Data
ZKB does not claim ownership of any User Content. ZKB shall have the right to use information that is generated by Your use of Zero Keyboard or ZKB services to create data records and logs (“Usage Data”). ZKB and its affiliates shall have the right use such Usage Data for analytics purposes and to enhance or modify Zero Keyboard or ZKB services subject to the ZKB Privacy Policy.

5 FEES
5.1 Usage Fees
After the trial period, the use of Zero Keyboard requires payment of relevant usage fees either by You or your organization in accordance with ZKB’s then-current prices. Upon due payment of the relevant usage fee (if and when relevant), ZKB grants You the limited, non-exclusive, non-sublicensable, non-transferable, revocable right and license to use such features for their intended purposes. Your right and license shall continue through the period for which the fees have been paid and failing any subsequent payment, shall automatically be revoked upon the expiration of the paid up term.

5.2 Additional Features
You may be able to purchase additional Zero Keyboard features, in which case You may also acquire, in consideration of payment of the relevant usage fees, the limited, non-exclusive, non-sublicensable, non-transferable, revocable right and license to use the same in Zero Keyboard. ZKB shall have the right, in its sole discretion, to manage, regulate, control, modify or eliminate additional features to Zero Keyboard or material offered in Zero Keyboard at any time, with or without notice. ZKB shall have no liability to You or any third party if ZKB exercises any such rights.

5.3 Payment
Your payment of usage fees shall be made using an acceptable Credit Card or by invoicing and shall be processed by a third party billing service selected by ZKB. ZKB shall not store your Credit Card or payment information. The validity of your license to Zero Keyboard shall be managed by the billing service.
5.4 Non-refundability of Fees
All purchases made in connection with Zero Keyboard are final and non-refundable, however without limiting the possibility of a refund (if any).

5.5 Changes to Prices
ZKB shall have the right to change its prices at any time in its sole discretion by posting a new pricing structure to the ZKB Website and by sending you a notification by email.

6 THIRD PARTIES STORES SPECIFIC TERMS
6.1 Applications Provided from App Store by Apple
The following applies to the Zero Keyboard application You acquire from the App Store or Google Play: You may download or access Zero Keyboard through a third-party platform such as Apple’s App Store or Google’s Google Play Store. You acknowledge and agree that your use of any such third-party platform or services may require you to agree to additional terms and conditions with such providers. You shall comply in all respects with any such applicable terms and conditions.

7 NO WARRANTIES AND LIMITATION OF LIABILITY
ZERO KEYBOARD IS PROVIDED “AS IS” AND “AS AVAILABLE” AND YOU, THE LICENSEE, HEREBY ASSUME ALL RISK AS TO ITS QUALITY AND PERFORMANCE. ZKB DOES NOT REPRESENT OR WARRANT THAT (i) THE USE OF ZERO KEYBOARD WILL BE TIMELY, UNINTERRUPTED OR ERROR FREE, OR OPERATE IN COMBINATION WITH ANY SPECIFIC HARDWARE, SOFTWARE, SYSTEM OR DATA, (ii) OUR SERVICES WILL MEET YOUR REQUIREMENTS, (iii) ALL ERRORS OR DEFECTS WILL BE CORRECTED, OR (iv) THAT ZERO KEYBOARD, INCLUDING ANY USER CONTENT, IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZKB AND ITS AFFILIATES DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO ZERO KEYBOARD OR OTHER SERVICES PROVIDED HEREUNDER.

ZKB AND ITS AFFILIATES SHALL HAVE NO LIABILITY WHATSOEVER IN CONNECTION WITH OR ARISING FROM YOUR USE OF ZERO KEYBOARD AND SHALL NOT BE LIABLE FOR ANY NETWORK-RELATED PROBLEMS ATTRIBUTABLE TO THE OPERATION OF ZERO KEYBOARD AND THAT NETWORK CONFIGURATION CHANGES MAY AFFECT THE SYSTEM'S PERFORMANCE.

ZKB AND ITS AFFILIATES SHALL NOT BE LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, BUT NOT LIMITED TO THESE, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR FOR BUSINESS INTERRUPTION ARISING OUT OF THE USE OF OR INABILITY TO USE ZERO KEYBOARD, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ZKB’S AND ITS AFFILIATES’ LIABILITY TO YOU EXCEED THE AMOUNT YOU HAVE PAID TO ZKB IN ACCORDANCE WITH THESE TERMS OF SERVICE IN THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT A CLAIM. YOUR ONLY RIGHT OR REMEDY REGARDING ANY PROBLEMS OR DISSATISFACTION WITH ZERO KEYBOARD MAY BE TO UNINSTALL IT OR DISCONTINUE YOUR USE OF IT.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain types of damages. Accordingly, some of the above disclaimers and limitations may not apply to You. The liability of ZKB and its affiliates in such case shall be limited to the greatest extent permitted by law. 8 Indemnification
You shall defend, indemnify and hold harmless ZKB, its affiliates, licensors, partners and subcontractors from and against all direct and indirect liabilities, claims and expenses, including reasonable attorneys’ fees, arising from or related to: (i) Your access to or use of Zero Keyboard, and any act or omission by You relating to ZKB (including Your above warranties relating to User Content); or (ii) Your breach of these Terms of Service or any portion hereof. ZKB reserves the right to assume control of the defense of any third party claim that is subject to indemnification by you, in which event you shall cooperate and assist ZKB as required. You shall reimburse ZKB for all reasonable expenses incurred in providing any cooperation or assistance.

9 SUSPENDING ACCOUNTS AND TERMINATION
9.1 Failure to Comply with these Terms of Service
Without limiting any other remedies, ZKB shall have the right, at its sole discretion, to limit, suspend, terminate, modify, or delete any Zero Keyboard Accounts or the access to Zero Keyboard or portions thereof if You fail, or if ZKB suspects such failure, to comply with any of these Terms of Service or for any actual or suspected illegal or improper use of Zero Keyboard, without notice to You.

You may lose Your username in Zero Keyboard as a result of account termination, limitation or claim by a third party, as well as any benefits, privileges, earned items and purchased items, and ZKB shall have no obligation whatsoever to compensate You for any such losses or results. This shall have no effect on you rights to use Salesforce under your Salesforce account. You shall not use Zero Keyboard if You have previously been suspended or banned from using any ZKB services.

9.2 Discontinuation
ZKB RESERVES THE RIGHT TO STOP OFFERING OR SUPPORTING ZERO KEYBOARD OR A PART THEREOF AT ANY TIME, IN ITS SOLE DISCRETION, AT WHICH POINT YOUR LICENSE SHALL BE AUTOMATICALLY TERMINATED. IN SUCH EVENT, ZKB SHALL NOT BE REQUIRED TO PROVIDE REFUNDS, BENEFITS OR OTHER COMPENSATION TO USERS IN CONNECTION WITH SUCH DISCONTINUED SERVICES.

9.3 Your Right to Terminate
You may terminate Your Account at any time and for any reason by discontinuing your subscription managed by ZKB’s payment processor.

10 DISPUTES AND APPLICABLE LAW
If any dispute arises between You and ZKB, You shall first contact ZKB directly to seek a resolution via our customer support site at www.zerokeyboard.com and following the procedure therein. All claims and disputes between You and ZKB shall be governed by and shall be construed in accordance with the laws of the State of New York, USA, excluding its choice of law provisions. Any claim or dispute You may have against ZKB shall be resolved or settled exclusively by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The number of arbitrators shall be one. The place of arbitration shall be New York, New York.

11 GENERAL
11.1 Entire Understanding
These Terms of Service, any supplemental policies of ZKB and any documents expressly incorporated by reference herein (including the ZKB Privacy Policy), contain the entire understanding between You and ZKB, and supersede all prior understanding of the parties.

11.2 Assignment
ZKB shall have the right to assign or delegate these Terms of Service or the ZKB Privacy Policy, in whole or in part, to any person or entity at any time without Your consent. You shall not assign or delegate rights or obligations under the Terms of Service or ZKB Privacy Policy without ZKB’s prior written consent.

11.3 Other Services
ZKB may publish additional policies related to specific services such as forums, contests or loyalty programs. Your right to use such services shall be subject to your compliance with those specific policies and these Terms of Service.

11.4 Notices
ZKB may notify You via postings on ZKB websites, via e-mail or any other communications means to contact information that you have provided to ZKB. All notices given to ZKB shall be in writing and addressed to the address at the end of these Terms of Service. Any notices to ZKB that are not transmitted in compliance with this section shall not be valid.

11.5 Severability
If any portion of these Terms of Service or the ZKB Privacy Policy is found illegal or unenforceable, in whole or in part, by any court of competent jurisdiction, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without the remaining provisions of the terms, which shall continue in full force and effect.

11.6 Modifications of these Terms of Service
ZKB shall have the right to change these Terms of Service and the ZKB Privacy Policy at any time in its sole discretion. All changes shall be made available on the ZKB website. Your continued use of Zero Keyboard shall be subject to Your acceptance of any such modified terms, and You agree that ZKB shall have the right to terminate Your right to use Zero Keyboard if You fail to consent to the changes hereto and express Your agreement.

If at any point You do not agree to any portions of then-current version of these Terms of Service, ZKB Privacy Policy, or any other ZKB policy, rules or codes of conduct relating to Your use, Your license to use Zero Keyboard shall immediately terminate and You shall stop using Zero Keyboard.

12. CONTACT INFORMATION
North America:
Zero Keyboard Inc.
222 W. Merchandise Mart Plaza
Chicago, IL 60654
USA

Europe:
Zero Keyboard (Blucup Ltd)
Unioninkatu 45 A 124
00170 HELSINKI
FINLAND

www.zerokeyboard.com
[email protected]