Thank you for your interest in Gaby-T. Please read carefully through these Terms of Service before using Gaby-T.
Version: 1.0, effective as of 8 May, 2023
These Terms of Service, along with the Subscription, constitute a legally binding agreement between the Customer and the Company as the provider and operator of Gaby-T. Conflicting terms and conditions of the Customer do not apply even if the Company has not expressly rejected such terms and conditions and/or renders its services without reservation in knowledge of the Customers terms and conditions. Definitions
Agreement is an agreement between the Customer and the Company, constituted by these Terms of Service and the Subscription. CCPA means California Consumer Privacy Act of 2018 (sections 1798.100 through 1798.199).
Company is Zin Global, Inc., a C-corporation incorporated in the State of Delaware, United States, with its registered office at 838 Walker Road, Suite 21-2, Dover, Delaware 19904 in Kent County, and the name of the registered agent at such address is Registered Agent Solutions, Inc. Content is any files, data that the Customer uploads, transfers via API, submits, stores or otherwise sends to Gaby-T. Customer is an individual or a legal entity accepting these Terms of Service and entering into the Agreement. If the Customer uses Gaby-T on behalf of a company or another legal entity, the Customer attests that the Customer has the authority to legally bind such an entity to the Agreement, including these Terms of Service. Data Protection Laws means (a) the GDPR; (b) the CCPA; and (c) all other laws concerning the processing of data relating to living persons. Data Subject means each identified or identifiable (whether directly or indirectly) natural person to whom any Personal Data relates. GDPR means Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation). Output is any content that the Customer downloads, receives, or copies from Gaby-T.
Gaby-T is a subscription-based service provided by the Company through which the Customer may use and view their data. Personal Data means any information relating to an identified or identifiable living individual included in the Customers Content. Personal Data Breach means any actual or suspected breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored, or otherwise processed. Subscription is a subscription to Gaby-T, such as a monthly subscription, including any particular parameter of this subscription. User is an individual who is the Customers owner, employee or the Customers contractor and who is authorized by the Customer to use Gaby-T and who has either ordered Gaby-T on the Customers behalf or to whom the Customer (or the Company at the Customers request) has supplied a user identification and password.
In order to use Gaby-T, the Customer must register via the Gaby-T registration page. When registering, the Customer must use their real name and a professional email address. The Customer must not use a false identity, impersonate others, or otherwise misrepresent their identity. Entering into the agreement and the customers acknowledgment.
The Agreement is entered into once the Customer accepts these Terms of Service and the Customer initiates Gaby-T Subscription. The Customer acknowledges that these Terms of Service are binding for the Customers use of Gaby-T. By using Gaby-T, the Customer expresses a full understanding and agreement to these Terms of Service. The Customer acknowledges that the Company reserves the right to amend these Terms of Service from time to time but such amendments will not apply retroactively. The Company will notify the Customer of the proposed wording of the amended Terms of Service (or only those of its clauses which are subject to amendment) at least 1 month prior to the effective date of the proposed amendment. If the Customer does not agree to the proposed amendment of these Terms of Service, the Customer has the right to refuse to grant the Company consent to such changes, provided that any consent shall not be unreasonably withheld, and to terminate the Agreement as of the day immediately preceding the effective date without penalty of the proposed amendment by sending a cancellation notice to the Company. If the Customer does not cancel the Agreement in accordance with the previous paragraph, the amended Terms of Service will become a part of the Agreement and the Customer will be bound by these Terms of Service as of the effective date of the proposed amendment. Rights of use and intellectual property rights
Upon the Customers payment of a subscription fee to the Company or when using a free version of Gaby-T, the Company grants the Customer a personal, non-exclusive, time-limited, non-transferable and revocable license to use Gaby-T, for as long as the Customer complies with these Terms of Service. All rights not expressly granted in these Terms of Service are reserved. All copyright and/or know-how and/or any other intellectual property rights in relation to any Gaby-T, shall become and remain the sole and exclusive property of the Company and the Customer shall have no claim to it. All copyright and/or know-how and/or any other intellectual property rights in relation to the Customers Content shall not be affected by use of Gaby-T. Any right to use the Content shall be transferred to the Company only where necessary for the Company to be able to provide its services agreed under the Agreement, as described below in these Terms of Service.
Term and termination
The term of the Agreement is determined by the Customers Subscription plan. The Agreement can be terminated at any time prior to the end of the agreed term of the Customers Subscription plan. A penalty will be charged to the Customer should an Annual Subscription be canceled prior to the end of the agreed term. The penalty is equal to the difference in the Monthly Subscription price and the Annual Subscription price for the Customers Subscription plan for the months passed since the Agreement date. All remaining months, starting from the month following the Cancellation notice on the day of the month of the Agreement date, will be fully reimbursed. No reimbursement will be issued for Monthly Subscription plan cancellation. Also, any Credits that have been provided to the Customer, will at time of cancellation be revoked.The term of the Agreement will not be extended if it was terminated by one of the parties. Notice of termination may be given electronically via Gaby-T application user interface. Alternatively, the Customer can also contact the Company via email email@example.com. Any automatic renewal of the Agreement applies to the Customer only if the Customers Subscription is based on a paid per-User pricing subscription plans. Gaby-T subscription fee.
The Customer acknowledges that it is fully responsible for a timely payment of all subscription fees for the Company in line with the Customers Subscription plan. If the Customer fails to pay any subscription fee or any other amount payable to the Company on its due date, the Company has the right to terminate the Customers account and the Agreement with immediate effect. It is the Customers responsibility to comply with any obligation to pay any taxes and charges, arising from the Customers Subscription to Gaby-T, in addition to the subscription fee, should the Customer be or become subject to such obligations in their home country. If the Customer is a legal entity established in the Russian Federation, the Customer is solely responsible for the withholding and payment of VAT to the state budget. If the Customer decides to terminate the Agreement prior to the end of the agreed term of the Customers Subscription, they are subject to the conditions defined in Section 6, Term and Termination.
Adjustment of prices
If the Customers Subscription is based on per-User pricing, the Company reserves the right to adjust the pricing of the Subscription or any additional services to the Companys own higher costs once per calendar year, at the beginning of the renewal period, by up to 20 percent. The Company will notify the Customer of the proposed price adjustment at least 2 months prior to the effective date of the proposed change. The change shall be deemed to have been accepted if the Customer does not object by a written notice sent to email firstname.lastname@example.org within 3 weeks of receiving notice of the change. If the Customer objects to the change, the Company shall have an extraordinary right to terminate the Agreement. Such termination shall be effective as of the date from which the change is to apply.
Use of Gaby-T
The Customer is fully responsible for the use of Gaby-T, including responsibility for compliance with all laws and regulations that are applicable to the Customer or the Content the Customer uses in connection with Gaby-T. In particular, the Customer is responsible for ensuring that any Personal Data is allowed to be transferred to Zin Global in compliance with applicable Data Protection Laws and that the Content uploaded to Gaby-T does not violate prevailing laws or infringes third-party rights. It is the Customers sole responsibility to maintain a data connection that allows the use of Gaby-T. The Customer may not use Gaby-T in any unlawful manner or in any other manner that could damage, disable, or interfere with or reverse engineer Gaby-T. The Company may, at its sole discretion, adopt rules for permitted and appropriate use of Gaby-T and may update them from time to time. These rules shall form an inseparable part of these Terms of Service and shall be available on the Companys website. The Customer acknowledges that the Company may implement additional technical limits on the use of Gaby-T to prevent any disruption of service. These limits are available on the Zin Global website. The Company reserves the right to suspend or terminate provision of Gaby-T immediately to any User whose activity disrupts or causes harm to the Companys infrastructure, or violates these Terms of Service, including the obligation to pay a subscription fee in line with the Customers Subscription plan. The Company also reserves the right to suspend or terminate provision of Gaby-T immediately to any User who is not the Customers employee or the Customers contractor.
Unless otherwise specified, Gaby-T may not be accessed by more than the number of purchased Users; a Users password may not be shared with any other individual; and User identification may be reassigned to a new individual only if it replaces another User who no longer requires ongoing use of Gaby-T. The Customer shall not sublicense or allow third parties individual user access to Gaby-T, with the exception of the Customers employees and contractors who are using Gaby-T on behalf of the Customer. The Customer shall keep its access data to Gaby-T secret and shall not disclose it to unauthorized third parties. If the Customer has reason to believe that an unauthorized person has gained knowledge of their access data, the Customer has to change their access data immediately.
Warranty and liability
The Company shall provide its services to the Customer within the scope of and in material accordance with the Customers Subscription. Otherwise, Gaby-T and the related documentation are provided by the Company as is on a commercially reasonable basis and without warranties of any kind either expressed or implied, unless such warranties are guaranteed under applicable law and cannot be limited by contract. Although the Company strives to provide quality services to the Customer and will use reasonable efforts to provide the functionality of Gaby-T, the Company does not provide any warranty that Gaby-T will be error-free, uninterrupted or available at any time. The Company therefore assumes no liability for temporary non-operability or impaired accessibility of Gaby-T due to, but without limitation to, technical difficulties, dependence on the services of third parties and other reasons out of the Companys control. The Company is not liable for any damage, whether direct, indirect, incidental, special or consequential, including but not limited to, damage consisting in loss of profits, goodwill, use, data or other intangible losses (even if the Company has been advised of the possibility of such damage) arising out of or in connection with the Customers use of Gaby-T, which has not been caused willfully or by gross negligence, unless such limitation of liability is restricted by the applicable law where limitation of liability is applied to the maximum extent permitted. Liability for bodily harm remains unaffected. Although the Company periodically backs up data in Gaby-T, the Customer is solely responsible for creating backup copies of any of their Content.
Content and data processing (DPA)
Confidentially of the Content Keeping the Customers Content private, confidential, and secure is an utmost priority for the Company. The Customers Content submitted to Gaby-T will remain a sole property of the Customer. The Company will not use the Customers Content for any purpose other than to inform the Customer of and provide the Customer with Gaby-T services and to enhance Companys services and product offerings. The Content may be stored in the data center with respect to the purchased Subscription. For more information, please email email@example.com .
General terms concerning the processing of personal data in the content
Based on the fact that the Company processes Personal Data in the course of providing Gaby-T, for the purpose of Data Protection Laws, the Customer is the controller of the Personal Data and the Company is the processor. Personal Data processing by the Company shall be governed by this Agreement and by any law of the European Union or any member state of the European Union, which is binding on the Company with regard to the Customer.
The Company shall:
Only process Personal Data in accordance with the Customers documented instructions (including to the extent necessary to provide Gaby-T and to comply with the Companys obligations under this Agreement). Ensure that any natural person acting under the Companys authority who has access to Personal Data must only process them in accordance with the Customers instructions, unless required to do so by applicable law. Inform the Customer if it is required by applicable law to process Personal Data other than in accordance with the Customers instructions, unless prohibited by law on important grounds of public interest. Inform the Customer if, in the Companys opinion, any of the Customers instructions would breach Data Protection Laws. Assist the Customer with undertaking an assessment of the impact of processing Personal Data in Gaby-T, and with any consultations with a supervisory authority, if and to the extent an assessment or consultation is required to be carried out under Data Protection Laws.
Details of processing activities
Personal Data will be processed only for the purpose of providing Gaby-T to the Customer and for the purpose of enhancing Gaby-T. The Company will: Store for a short period of time the Customers data.
Temporarily use Customers data to better Gaby-T. Perform trend analysis on the data and publish results of such analyses in an aggregated and anonymous manner. The Company does not have control over the Personal Data that the Customer uploads to Gaby-T, which means that various categories of Personal Data relating to various categories of Data Subjects may be processed in Gaby-T, depending on the Customers decision. The Company will process Personal Data for a maximum period specified in the Zin Global Annex.
Data subject rights
The Company shall implement appropriate technical and organizational measures for the fulfillment of the Customers obligation to respond to requests by Data Subjects to exercise their rights of access, rectification or erasure, to restrict or object to the processing of Personal Data, or to data portability.
The Company shall:
Take into account the state of the art, the costs of implementation, and the nature, scope, context, and purpose of processing, as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, implement and maintain appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including the risk of unauthorized or unlawful processing of Personal Data, and of accidental or unlawful loss, alteration, unauthorized disclosure or destruction of, or damage to, Personal Data. The Security clause below includes further information about the specific technical and organizational measures adopted by the Company. Provide the Customer with all co-operation and assistance reasonably requested by the Customer to enable the Customer to notify the Personal Data Breach relating to the Personal Data on Gaby-T to the relevant supervisory authority and relevant Data Subject(s) (as applicable). Sharing of personal data
The Company shall:
Use only sub-processors which provide sufficient guarantees to implement measures that will ensure that the processing it carries out will meet the requirements of the GDPR and protect the rights of the Data Subjects. Publish the list of sub-processors currently engaged by the Company. The list is available upon request and by accepting these Terms of Service and entering into the Agreement, the Customer agrees that the Company may transfer Personal Data to these sub-processors. The Company may engage additional sub-processors, however, before doing so, the Company will notify the Customer of this fact. If the Customer disagrees with the Company engaging another sub-processor, the Customer may terminate this Agreement in line with these Terms of Service. Otherwise, it will be understood that the Customer agrees with the Company engaging this new sub-processor. Before disclosing Personal Data to any sub-processor, enter into a contract with that sub-processor under which the processor agrees to comply with obligations equivalent to those set out in this clause (Content and Related Data Processing Operations); Remain fully liable to the Customer for any failure of any sub-processor to fulfill its obligations under its contract with the Company. Before disclosing Personal Data to any of its employees and representatives, and the employees and representatives of each of its sub-processors, in each case who have access to the Personal Data, ensure that those persons are bound to hold the information in confidence to at least the same standard as required under this Agreement (whether under a written agreement or otherwise). Access to personal data of the users Gaby-T allows the Customer to access certain Personal Data of the Users. This may include information provided to the Company by the Users, such as their first name, last name and email address, and also information collected by the Company through the use of Gaby-T by the Users. If the Customer accesses and processes this Personal Data, the Customer will be regarded as a controller of such Personal Data. If the Customer decides to process this Personal Data, the Customer hereby undertakes that the Customer will do so in line with all applicable legal requirements, in particular, that the Customer will secure an appropriate legal basis for such processing (including for transfer of this Personal Data to the Customer) and that the Customer will notify the Users of such processing of their Personal Data if required.
Transfers of personal data The Company shall not transfer Personal Data to, or process Personal Data in any country outside North America, which does not provide adequate protection of Personal Data, without the Customers prior consent. Termination/expiry The Company shall, unless expressly stated otherwise in this Agreement, upon termination of this Agreement, at the Customers option, return the Personal Data to the Customer or to a processor nominated by the Customer or delete the Personal Data and all copies and extracts of the Personal Data unless the Company is required to retain a copy in accordance with any law of the United States. The Company will store Customers Personal Data for a maximum period specified in the Zin Global Annex unless the Customer requests an extended storage period. Privacy notice
The Company will process Customers personal data in line with the information provided in Gaby-T privacy notice. The Customer hereby undertakes to provide the Users with this Privacy Notice informing them about the processing of their personal data. The Privacy Notice reflects the requirements of both the GDPR and the CCPA. Should you have questions, you may contact us at firstname.lastname@example.org Governing law and enforcement The Agreement, any obligations under it, and any non-contractual obligations arising in connection with it are governed by United States law. Any claim or controversy arising out of or related to this Agreement shall be resolved by arbitration in the City of Chicago by one arbitrator pursuant to the rules of the American Arbitration Association then in effect. The demand for arbitration shall be made within a reasonable time after notice of the claim, dispute, or other matter in question has arisen, and in no event shall it be made after two years from when the aggrieved party knew or should have known of the controversy, claim, dispute, or breach. If the Parties are not able to agree upon the selection of an arbitrator, within twenty (20) days of commencement of an arbitration proceeding by service of a demand for arbitration, the arbitrator shall be selected by the American Arbitration Association. The arbitrator shall have no authority to award punitive, consequential, special, or indirect damages. The cost of the arbitration proceeding and any proceeding in court to confirm or vacate any arbitration award, including reasonable attorneys fees and costs, shall be borne by the unsuccessful party, as determined by the arbitrators. Any judgment on an award rendered may be entered in any state or federal court having jurisdiction. Except as may be required by law, neither party nor its representatives may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of all Parties.
The Company has a right to refer to the Customer on its website as a client of the Company, unless the Customer expressly revokes such right in writing. Any notices and communication between the Customer and the Company must be sent electronically via Gaby-T application user interface. Alternatively, the Customer can also use the email@example.com
This Annex applies if the Customer purchases Gaby-T Subscription. Gaby-T will be provided in accordance with these Terms of Service. Data Processing Duration The Company will process Personal Data for a maximum period of one year from when they were first uploaded to Gaby-T, unless the Customer requests an extended storage period. Data processing termination/expiry The Company will store Customers Personal Data for a maximum period of one year from when they were first uploaded to Gaby-T unless the Customer requests an extended storage period.
Gaby-T annex 2
This Annex applies if the Customer purchases Zin Global as a part of the Subscription. Zin Global will be provided in accordance with these Terms of Service. Although the Company strives to provide quality services to the Customer and will use reasonable efforts to provide the best functionality of Zin Global, the Company does not provide any guarantee as to the data derived from connected and/or integrated systems and used within Zin Global. The Company reserves the right to add and to remove integrations at its sole discretion. Gaby-T Access Access to Gaby-T must be in accordance with the specification of the Subscription purchased by the Customer.