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Terms of Use

These terms and conditions (“Terms and Conditions”) explain the general terms that govern the access and use of the different websites, products and services offered by Zapal LLC (“Zapal”, “we”, “our”).


Our identification data are as follows:


- Address: Mechnykova street 2a, Kyiv, Ukraine, 02000

- Email address: [email protected]


These Terms and Conditions are binding for anyone accessing or using our websites, products and services (“User”, “you”, “your”). By accessing or using our websites, products and services (collectively referred to as “Zapal’ Products & Services”), you acknowledge that you have read and agree to be bound by these Terms and Conditions, as well as by our Cookies Policy and, where applicable, by our Privacy Policy and by our Data Processing Addendum. Please, note that the applicable Cookies Policy, Privacy Policy and Data Processing Addendum will depend on the Zapal’ Products & Services that you are accessing or using.


Additionally, depending on the Zapal’ Products & Services that you are accessing and using, certain particular conditions may apply. In such a case, the applicable particular conditions will be informed to you at the time of your subscription. In the event of conflict between these general Terms and Conditions and the particular conditions applicable to the specific Zapal’ Products & Services you are accessing and using, the latter shall prevail.


In case Zapal and the User have agreed different terms on a separate document (such as purchase order), the terms of that separate agreement will prevail in the event of conflict with these Terms and Conditions.


1. CLOUD AND ON-PREMISE ZAPAL' PRODUCTS & SERVICES


1.1 We may offer Zapal’ Products & Services both on a cloud and on an on-premise basis.


1.2 These Terms and Conditions apply to both our cloud and our on-premise Zapal’ Products & Services. However, please note that on-premise Zapal’ Products & Services may be subject to particular terms and conditions. In that case, any particular terms and conditions will be informed to you and/or separately agreed with you at the time of your subscription. Said particular terms and conditions will prevail in the event of conflict with these general Terms and Conditions.


1.3 Additionally, please note that Zapal’ Products & Services may be built on open-source software (as further explained in Section 6) which may be freely accessible in one or more open-source repositories. On top of that open-source software, we have developed Zapal’ Products & Services, which allow us to provide our Users with extra functionalities and services.


2. TYPES OF USERS


2.1 Users of Zapal’ Products & Services can be classified into different categories, depending on their role. You can find a broad description of the main roles and their major permissions below:


  • “Customer”: the Customer is a User that has acquired a free or a paid subscription to Zapal’ Products & Services. The Customer is responsible for adding End Users to its different workspaces (for now Penpot teams) and for appointing Administrators for each of its workspaces. The Customer can be either a natural or a legal person, provided that they are acting in their professional capacity.
  • “End User”: the End User is a User that has been added to a Customer’s workspace or a specific project (for instance, when your employer subscribes to Zapal’ Products & Services and adds you to a workspace, your employer will be, for the purposes of these Terms and Conditions, the Customer, while you will be an End User). As an End User, you acknowledge that you may be removed from a workspace or project by your Customer and/or by an Administrator. If you are removed from a project, you will no longer have access to it or to any of its content, including content that may have been uploaded by you (except in the event the project is a public project, in which case you may have access to certain information of the project).
  • “Administrator”: an Administrator is an End User that has been appointed by the Customer as having admin rights to a specific workspace.


  2.2 Additionally, please note that each of the main roles described above may have small variations. By way of example, the Customer of a paid subscription may be referred to (for instance, on the dashboard of our tools and on our websites) also as an “Organization Owner”.


  2.3 For the purposes of these Terms and Conditions, Customers, End Users and Administrators are collectively referred to as Users.


3. TERMS OF ACCESS


3.1 To access and use Zapal’ Products & Services you must be at least fourteen (14) years of age.


3.2 By accessing and using Zapal’ Products & Services you represent and warrant that you have the legal authority to bind yourself or the third-party on whose behalf you are acting (for instance, the entity or company you work for) to these Terms and Conditions.


3.3 Additionally, when acting on behalf of a third-party, you represent that you have the legal authority to make decisions (such as moving from a free subscription to a paid subscription, increasing the number of End Users, etc.) on behalf of said third-party.


3.4 In order to be able to fully access and use the functionalities of Zapal’ Products & Services, you must register a User account.


3.5 Please, note that if you register a User account with an email address controlled by a third-party (such as a corporate email that is controlled by your employer), you acknowledge that you will be considered as an End User of that third-party. Said third-party will be able to request access to your User account and all the content and data of your User account, with or without prior notice to you and without any liability to Zapal.


3.6 You (and, where applicable, the third-party that, according to Section 4.6, has access to and control over your User account) are solely responsible for choosing a secure password, as well as for keeping said password (together with any other log-in information, such as your username) confidential. Your log-in information is non-transferable.


3.7 You are solely responsible for any activity carried out through your User account, including any and all losses, damages, liability, expenses and attorneys’ fees incurred by Zapal or a third party due to your use (or somebody else’s use, whether authorized or non-authorized) of your User account.


3.8 If you become aware or suspect that a third party may be accessing your User account, you must promptly notify Zapal by sending an email to [email protected] Please, note that even if you had advised Zapal of an unauthorized use of your User account, Zapal shall not be liable for any loss, damages, liability, expenses or attorneys’ fees arising out of or in connection with a third-party access or use of your User account.


3.9 You represent that, when registering a User account, you will provide truthful and up to date information and that you will not use a false identity or the identity of a third party.


3.10 Fair use policy means not more data usage than 10x of the median. We reserve the right to limit your data usage.


4. INTELLECTUAL PROPERTY


4.1 GENERAL RULES


At Zapal, we are aware of the importance of the open-source movement, and we firmly believe in the advantages it offers to the whole Internet and programming community. For that reason, most of the modules of Zapal’ Products & Services are offered under an open-source license. However, please, note that certain modules of Zapal’ Products & Services are proprietary, and we offer them under our own license.


4.2 Zapal’ Intellectual Property Rights


Zapal’ Products & Services open-source modules are licensed under open-source licenses (such as Mozilla Public License 2.0 (MPL 2.0) and other licenses endorsed by the Open-Source Initiative). Please, note that, when accessing and using our open-source modules you must comply with the terms of the corresponding open-source license.


4.3 User content


  • You (or the Customer in which projects you are working) will remain the sole owner of the content you upload to Zapal’ Products & Services.
  • Notwithstanding the foregoing, you grant Zapal (and all its authorized service providers) a worldwide, non-exclusive and non-transferable (except in the context of Zapal’ business sale or transfer) license to host, copy, access, process and transmit the content you upload to Zapal’ Products & Services in order for Zapal to be able to: (i) provide you with the services and functionalities of Zapal’ Products & Services; (ii) improve Zapal’ Products & Services, including for analyzing metadata related to the User’s dashboard and generating statistics that allow Zapal to make Users recommendations on how to make the most of Zapal’ Products & Services and improve their working efficiency. For the sake of clarity, we will only analyze metadata (such as the length of a task title, the number of Users assigned to a task, the size of the attachments, etc.), but we will not analyze the text and contents themselves (such as the name of the task title, the name of the Users assigned to a task, the content of an attachment, etc.).
  • You warrant that you have all rights and authorizations necessary to use any and all content that you upload to Zapal’ Products & Services, and, in particular, any third-party personal data.
  • You are solely responsible and agree to defend, indemnify, and hold Zapal harmless (and its affiliates, employees, officers and directors) for any claim that the content or data uploaded to Zapal’ Products & Services by you infringes third-party rights or any applicable law, or that has, for any other reason, caused injury to Zapal or any other third party.
  • If you provide any feedback (including any ideas and suggestion) to Zapal, you agree that Zapal will be free to use, disclose, reproduce, modify, sublicense, transfer, distribute and exploit said feedback in any manner and without compensating you.
  • Zapal does not pre-screen the content (including any data or feedback) uploaded by Users. Notwithstanding the foregoing, Zapal has the right (but not the obligation) to remove, in its sole discretion, any content that Zapal reasonably believes breaches this Terms and Conditions, any applicable law or any third-party rights.


4.4 Third-Party Services


By using Zapal’ Products & Services, you may enable, use, or purchase applications (such as plugins) provided by a third party or yourself ("Third-Party Services"). If you use Third-Party Services, you understand and agree that: We do not vet, endorse, or control the Third-Party Services. Any use by you of the Third-Party Services is at your own risk and we will not be liable to you or anyone else for the Third-Party Services. If you use or grant access to a Third-Party Service, your data will be handled in accordance with the Third-Party's privacy policy and practices, which you should review carefully before using those services. Third-party Services may not work properly with Zapal’ Products & Services, and we may not be able to support you for problems caused by those services. If you have any questions or concerns about the operation of a Third-Party Service, or need support, please contact the Third Party directly.\` We may suspend, disable, or remove Third-Party Services from your User account or website at our sole discretion. You undertake to make sure that the outcome from the use of Third-Party Services complies with Zapal' USER OBLIGATIONS, and with standard appropriate and accepted business conduct.


5. USER OBLIGATIONS


5.1 By accessing or using Zapal’ Products & Services the User undertakes to comply with the provisions of these Terms and Conditions as well as with any applicable law.


5.2 The following list includes some of the obligations that you, as a User, undertake to comply with, without prejudice to any other obligation that may be applicable to you under these Terms and Conditions and any applicable law:


  • Not to use Zapal’ Products & Services in any manner that may cause damage, interruptions, inefficiencies, or defects in Zapal’ Products & Services’ operation, or in your own or a third party's devices, including by using “bots” or other automated systems to send unreasonable requests to our servers.
  • Not to use Zapal’ Products & Services for the transmission, installation or publication of any viruses, malicious code or other harmful programs or files, as well as not to use Zapal’ Products & Services for spamming or mail bombing Zapal or any other third-party.
  • Not to use the Zapal’ Products & Services for purposes contrary to good faith, good morals, and public order.
  • Not to access any section of Zapal’ Products & Services or its connected systems, networks or servers, whose access is restricted.
  • Not to breach, or attempt to breach, the security or authentication measures of Zapal’ Products & Services or any network connected to Zapal’ Products & Services, or the security or protection measures inherent in the content offered on Zapal’ Products & Services.
  • Not to replicate, reverse engineer, decompile or disassemble Zapal’ Products & Services, except in those circumstances authorized by law. Please note that in the case of our open-source modules, where so required by the applicable open-source license, Zapal will provide Users access to Zapal’ Products & Services source code at no additional cost (subject to the terms of the relevant license).


  5.3 The User undertakes to defend, indemnify, and hold Zapal harmless (and its affiliates, employees, officers and directors) for any judicial or extrajudicial claim, damage or penalty related to the User’s obligations under these Terms and Conditions.


6. TERM AND CANCELLATION


6.1 Term and cancellation rules applicable to cloud Zapal’ Products & Services


  • The User can cancel their subscription to Zapal’ Products & Services at any time accessing their User account. Cancellation will take place immediately.
  • We have the right, in our sole discretion, to permanently or temporary suspend your access to and use of Zapal’ Products & Services (including our right to delete your User account), under the following circumstances:
    • for scheduled or emergency maintenance to Zapal’ Products & Services, or any part thereof;
    • in the event Zapal ceases to provide, for any reason, access or any of the services associated to Zapal’ Products & Services;
    • if we reasonably believe that you are using Zapal’ Products & Services in violation of these Terms and Conditions or any applicable law;
    • if we reasonably believe that your use of Zapal’ Products & Services poses a security risk to us or to any third party;
    • if required by law enforcement or by a government agency, or otherwise in order to comply with applicable law or regulation;
    • if you are using Zapal’ Products & Services for purposes other than those specified in these Terms and Conditions.
  • In addition to the above, if the User is using a free trial or free subscription to Zapal’ Products & Services, Zapal may cancel the User’s subscription at any time, with or without prior notice, and with no liability to Zapal.
  • If your User account is cancelled, blocked, or deleted by you or by us (under the circumstances stated in these Terms and Conditions), you may no longer have access to the information and data stored in or related to your User account.
  • The fact that Zapal prevents the User from accessing or using Zapal’ Products & Services in accordance with the provisions of this Section shall not entail any liability for Zapal nor shall it entitle the User to make any kind of claim against Zapal, except for damages caused by Zapal’ willful misconduct, and provided that they are ruled by a court or tribunal.


7. DATA PROTECTION


7.1 In order to have access to some functionalities of Zapal’ Products & Services, and, in particular, in order to register a User account, you must provide certain data and information.


7.2 Additionally, Zapal’ Products & Services may use cookies.


7.3 Zapal takes the utmost precautions when processing User's personal data.


7.4 For further information on how your data will be processed when you access and navigate through our websites and platforms, please visit our Cookies Policy


7.5 If you are acting on behalf of a Customer, please note that the data you provide during the subscription process will be processed in accordance with our Privacy Policy.


7.6 Our Privacy Policy are incorporated by reference to these Terms and Conditions. Please, note that the applicable Privacy Policy will depend on the Zapal’ Products & Services that you are accessing or using.


8. WARRANTIES AND LIMITATION OF LIABILITY


8.1 Zapal’ Products & Services are provided “AS IS” and “AS AVAILABLE”.


8.2 Zapal’ Products & Services are provided without warranty of any kind, whether express or implied. Zapal specifically disclaims any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.


8.3 You will be solely liable for any damages caused to third parties due to your use (or inability to use) Zapal’ Products & Services. Zapal shall be exempt from any liability in this regard, and you shall keep Zapal harmless from any claim arising in connection thereof.


8.4 Other than as expressly stated in these Terms and Conditions (or as provided by law), Zapal does not warrant and shall not be liable for:

  • the vulnerability of Zapal’ Products & Services and/or the security measures adopted therein;
  • the existence and/or transmission of viruses or other similar harmful components (you are responsible for implementing procedures and checkpoints that are adequate to guarantee your particular requirements for anti-virus protection, as well as for maintaining a means external to Zapal for any reconstruction of any lost data that may be needed);
  • the lack of accessibility, availability, usefulness or performance of Zapal’ Products & Services;
  • the unlawful access of a third party;
  • any compatibility problems between Zapal’ Products & Services and the User's device;
  • failures of Zapal’ Products & Services caused by any type of technical or security failure affecting the servers of Zapal’ third party service providers;
  • any other failure that hinders, delays or prevents the proper functioning of Zapal’ Products & Services.


8.5 Unless otherwise required by applicable law, in no event will Zapal be liable to you or to any third party for any loss of profits, loss of data, or any indirect, special, incidental, punitive or consequential damages of any kind arising out of, or in connection with these Terms and Conditions or with your use (or inability to use) Zapal’ Products & Services, even if Zapal has been advised or is otherwise aware of the possibility of such damages.


8.6 In no event will Zapal’ total aggregate liability to you or to any third party arising out of or in connection to this Terms and Conditions or to your use of (or inability to use) Zapal’ Products & Services exceed the total amount of fees you (or, where applicable, your Customer) actually paid to Zapal during the twelve (12) months immediately prior to the accrual of the first claim.


8.7 In the event that the applicable law does not allow the limitation or exclusion of certain liabilities as set forth herein, our liability shall be limited to the maximum extension permitted by the applicable law.


9. CUSTOMERS’ SPECIFIC DUTIES


In addition to any other term and obligation applicable to Users in general and to Customers in particular under these Terms and Conditions, the following terms shall apply to Customers:


  • In the event you are a Customer, you will be responsible for any damages caused by your workspaces’ End Users’ use (or inability to use) Zapal’ Products & Services. Zapal shall be exempt from any liability in this regard, and you shall keep Zapal harmless from any claim arising in connection thereof.
  • You are responsible for promptly suspending the access of any End User who you or Zapal reasonably consider that is using Zapal’ Products & Services in breach of these Terms and Conditions.
  • You represent that you are entitled to transfer the relevant data (and, in particular, any personal data, including your End Users’ personal data) in order for Zapal and its service providers to lawfully use, transfer and process said data for the provision of the services related to Zapal’ Products & Services.


10. LINKS


Zapal’ Products & Services may contain links to third-party sites. Zapal shall not be liable for any damage or loss caused or alleged to be caused by or in connection with the content or any other aspect related to said sites. Please, note that your access and use of such third-party sites will be governed by said third-party own Terms and Conditions, privacy policy, cookies policy, and any other applicable terms.


11. USERS’ COMMENTS AND INTERACTION


11.1 Some of Zapal’ Products & Services’ functionalities may allow Users to participate in chats, leave comments or interact with each other and/or with Zapal.


11.2 Users agree not to upload, distribute, or otherwise publish any content that is libelous, defamatory, obscene, pornographic, threatening, invasive of privacy or publicity rights, abusive, illegal, or which is in violation of third-party’s copyright, trademarks or other proprietary rights.


11.3 Zapal reserves the right to remove any comments or interactions of the User in the event Zapal considers such comments or interactions to be in breach of these Terms and Conditions.


12. SUGGESTIONS AND COMPLAINTS


Any User who wishes to address a complaint, question or suggestion may do so by sending an email to [[email protected]](mailto:[email protected]).


13. NOTICES


13.1 We may send notices to you by e-mail, by posting them on the websites and/or dashboards of the different Zapal’ Products & Services or by any other method we choose. Such notice will be effective on dispatch.


13.2 If you want to send notices to us, please use our physical address (Mechnykova street 2a, Kyiv, Ukraine, 02000) or our email address ([email protected]). Such notice will be effective when received.


14. FORCE MAJEURE


14.1 For the purposes of these Terms and Conditions, a force majeure event means any event or occurrence beyond the reasonable control of Zapal, including a breakdown or interruption in public or private telecommunications networks, war, riots, disasters, strikes, civil disorder, terrorist acts, unforeseen events, fires, pandemics, explosions, or any action by the authorities, including any government regulation.


14.2 Zapal will not be liable for any failure, delay, or suspension in the performance of any of its obligations under these Terms and Conditions caused by a force majeure event.


15. MISCELLANEOUS


15.1 Zapal reserves the right to make, at any time and without prior notice, improvements, replacements or modifications to any functionality or content of Zapal’ Products & Services, as well as to discontinue Zapal’ Products & Services and its related services, with or without notice, and with no liability to Zapal.


15.2 No failure by Zapal to assert any right or provision under these Terms and Conditions will constitute a waiver of that right or provision, unless expressly stated in writing by Zapal.


15.3 Each provision of these Terms and Conditions will be enforceable separately. If any of these provisions are found by any court or competent authority to be illegal, invalid, or unenforceable, but it is legal, valid or enforceable if any part of it is so removed or amended, the provision in question shall be enforced with such removal or amendment as is necessary to make it legal, valid or enforceable and the remaining terms shall continue in full force and effect.


15.4 Zapal reserves the right to modify or amend these Terms and Conditions or any of our other policies or guidelines, at any time upon notice to you. We may provide that notice in a variety of ways, including, without limitation, sending you an email or posting the revised Terms and Conditions on the websites and/or dashboards of the different Zapal’ Products & Services. You acknowledge that your continued access or use of Zapal’ Products & Services following such notice constitutes your acceptance of the modified Terms and Conditions.


15.5 The original version of these Terms and Conditions is drawn up in English, and the English version of this Terms and Conditions shall prevail in the event of any conflict with any version of these Terms and Conditions or portion thereof that has been translated into another language (including Ukrainian).


16. APPLICABLE LAW AND JURISDICTION


16.1 These Terms and Conditions shall be governed by the Laws of Ukraine (both national Ukrainian laws).


16.2 Where allowed by law, you and Zapal waive you/our own jurisdiction and agree to submit any conflict, controversy and/or claim related to these Terms and Conditions to the exclusive jurisdiction of the Courts of the City of Madrid.


16.3 Users have the right to file a claim through the European Commission's online dispute resolution platform, which can be accessed via this link.