Terms of Service

1. Definitions

For the purposes of these Terms of Service:

• "Agreement" means these Terms of Service, together with any Service Orders, statements of work, or other agreements entered into between you and Zorya Analytics.
• "Authorized Users" means your employees, contractors, or agents who are authorized by you to access and use the Services under your account.
• "Customer Data" means all electronic data, information, and materials submitted, uploaded, or otherwise provided to the Services by or on behalf of you or your Authorized Users.
• "Documentation" means Zorya Analytics' user manuals, technical manuals, and any other materials provided by Zorya Analytics, in written or electronic form, that describe the installation, operation, use, or technical specifications of the Services.
• "Professional Services" means the consulting, implementation, training, and other professional services that may be provided by Zorya Analytics as specified in a Service Order.
• "Service Order" means an ordering document or statement of work executed by you and Zorya Analytics that specifies the Services to be provided and applicable fees.
• "Services" means Zorya Analytics' cloud-based analytics platform, data integration services, AI services, and any other services provided by Zorya Analytics as described in the applicable Service Order or Documentation.
• "You" or "Customer" means the company or other legal entity on whose behalf these Terms are accepted.
• "Zorya Analytics", "we", "us", or "our" means Zorya Analytics LLC, a limited liability company organized under the laws of the State of New York.

2. Use of Services

2.1 Service Access

Subject to your compliance with these Terms and payment of applicable fees, Zorya Analytics grants you a limited, non-exclusive, non-transferable right to access and use the Services during the applicable service term solely for your internal business purposes.

2.2 Authorized Users

You may permit your Authorized Users to access and use the Services on your behalf, provided that:

• You are responsible for all activities of your Authorized Users under your account
• You ensure that all Authorized Users comply with these Terms
• The number of Authorized Users does not exceed the limits specified in your Service Order
• You maintain the confidentiality of all login credentials and account information

2.3 Use Restrictions

You agree not to, and not to permit any third party to:

• Use the Services for any unlawful purpose or in violation of any applicable laws or regulations
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Services
• Interfere with or disrupt the integrity or performance of the Services
• Attempt to gain unauthorized access to the Services or related systems
• Use the Services to develop competing products or services
• Share, sublicense, or distribute access to the Services to any third party
• Remove, alter, or obscure any proprietary notices on the Services
• Use the Services to store or transmit malicious code, viruses, or other harmful components
• Violate the intellectual property rights of Zorya Analytics or any third party

3. Customer Data

3.1 Ownership

You retain all ownership rights in and to your Customer Data. Zorya Analytics does not claim ownership of Customer Data, and nothing in these Terms transfers any rights in Customer Data to Zorya Analytics except as expressly set forth herein.

3.2 License to Process Data

You grant Zorya Analytics a limited, non-exclusive license to access, process, and use Customer Data solely as necessary to provide the Services, maintain and improve the Services, and fulfill our obligations under these Terms.

3.3 Data Responsibilities

You are solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of Customer Data, and for obtaining all necessary rights and consents for Zorya Analytics to process Customer Data as contemplated by these Terms.

3.4 Prohibited Data

You agree not to submit to the Services any data that:

• Violates applicable laws or regulations
• Infringes on the intellectual property rights of third parties
• Contains personally identifiable information of individuals under 13 years of age
• Contains malicious code, viruses, or other harmful components
• Is false, misleading, or fraudulent

4. Payment Terms

4.1 Fees and Payment

You agree to pay all fees specified in the applicable Service Order. Unless otherwise specified, fees are due and payable within thirty (30) days of the invoice date. All fees are non-refundable except as expressly set forth in these Terms.

4.2 Late Payments

If any amount due is not paid when due, without limiting our other rights and remedies, we may charge interest on the unpaid balance at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less.

4.3 Taxes

All fees are exclusive of taxes, duties, levies, tariffs, and other governmental charges. You are responsible for payment of all such charges except for taxes based on Zorya Analytics' net income.

5. Intellectual Property

5.1 Zorya Analytics Property

Zorya Analytics retains all right, title, and interest in and to the Services, including all intellectual property rights therein. No rights are granted to you except as expressly set forth in these Terms.

5.2 Feedback

If you provide any suggestions, enhancement requests, feedback, or other recommendations regarding the Services, you grant Zorya Analytics a perpetual, irrevocable, non-exclusive, royalty-free license to use and incorporate such feedback into the Services.

6. Confidentiality

6.1 Confidential Information

Each party acknowledges that it may have access to certain confidential information of the other party. Confidential information includes all non-public, proprietary, or confidential information, whether oral or written, disclosed by one party to the other, including but not limited to technical data, trade secrets, know-how, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, business plans, or other business information.

6.2 Obligations

Each party agrees to:

• Hold all confidential information in strict confidence
• Not disclose confidential information to any third party without prior written consent
• Use confidential information solely for the purposes of performing under these Terms
• Protect confidential information using the same degree of care used to protect its own confidential information, but no less than reasonable care

7. Data Security and Privacy

7.1 Security Measures

Zorya Analytics implements and maintains reasonable administrative, physical, and technical safeguards designed to protect Customer Data against unauthorized access, use, modification, or disclosure.

7.2 Data Processing

Zorya Analytics will process Customer Data in accordance with applicable data protection laws and regulations. Where applicable, the parties will execute a separate data processing addendum governing the processing of personal data.

7.3 Security Incidents

Zorya Analytics will notify you promptly upon becoming aware of any unauthorized access to, or disclosure of, Customer Data and will take reasonable steps to mitigate the effects of such incident.

8. Warranties and Disclaimers

8.1 Mutual Warranties

Each party represents and warrants that:

• It has the legal right and authority to enter into these Terms
• These Terms constitute a valid and binding obligation
• Its performance will not violate any other agreement or obligation

8.2 Service Warranty

Zorya Analytics warrants that the Services will perform substantially in accordance with the applicable Documentation. Your sole remedy for breach of this warranty is for Zorya Analytics to use commercially reasonable efforts to correct the non-conforming Services, or if such correction is not feasible, to provide you with a pro-rata refund of fees paid for the non-conforming Services.

8.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND ZORYA ANALYTICS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. Limitation of Liability

9.1 Limitation of Damages

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Cap on Liability

EXCEPT FOR BREACHES OF CONFIDENTIALITY OR DATA SECURITY OBLIGATIONS, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO ZORYA ANALYTICS UNDER THESE TERMS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. Indemnification

10.1 Zorya Analytics Indemnification

Zorya Analytics will defend, indemnify, and hold you harmless from and against any third-party claims alleging that the Services infringe any patent, copyright, or trademark, provided that you:

• Promptly notify Zorya Analytics in writing of the claim
• Grant Zorya Analytics sole control of the defense and settlement
• Provide reasonable cooperation in the defense

10.2 Customer Indemnification

You will defend, indemnify, and hold Zorya Analytics harmless from and against any third-party claims arising from:

• Your use of the Services in violation of these Terms
• Your Customer Data or any content you provide
• Your violation of applicable laws or third-party rights

11. Term and Termination

11.1 Term

These Terms commence on the date you first access the Services and continue until terminated in accordance with these Terms. Service Orders will have the term specified therein.

11.2 Termination for Cause

Either party may terminate these Terms immediately upon written notice if the other party:

• Materially breaches these Terms and fails to cure such breach within thirty (30) days after written notice
• Becomes insolvent, makes an assignment for the benefit of creditors, or files for bankruptcy

11.3 Effect of Termination

Upon termination:

• Your right to access and use the Services will immediately cease
• You will pay all outstanding fees and charges
• Each party will return or destroy confidential information of the other party
• Zorya Analytics will provide you with access to export your Customer Data for thirty (30) days

12. Professional Services

12.1 Professional Services

Zorya Analytics may provide Professional Services as specified in a Service Order. Professional Services are provided on a time and materials basis unless otherwise specified.

12.2 Customer Responsibilities

You will provide Zorya Analytics with reasonable access to your personnel, systems, and information necessary for the performance of Professional Services.

13. Third-Party Services

13.1 Third-Party Integrations

The Services may integrate with or include third-party applications, services, or content. Zorya Analytics is not responsible for any third-party services, and your use of such services is governed by the applicable third-party terms.

13.2 No Warranties

Zorya Analytics makes no warranties regarding third-party services and will not be liable for any issues arising from your use of third-party services.

14. Export Control

The Services may be subject to export laws and regulations of the United States and other jurisdictions. You agree to comply with all applicable export laws and regulations and will not export or re-export the Services to prohibited countries or persons.

15. Force Majeure

Neither party will be liable for any failure or delay in performance due to causes beyond its reasonable control, including without limitation acts of God, natural disasters, war, terrorism, labor disputes, or government actions.

16. Governing Law and Dispute Resolution

16.1 Governing Law

These Terms are governed by the laws of the State of New York, without regard to conflict of law principles.

16.2 Dispute Resolution

Any disputes arising under these Terms will be resolved through binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration will be conducted in New York, New York.

17. General Provisions

17.1 Entire Agreement

These Terms, together with any Service Orders, constitute the entire agreement between the parties and supersede all prior or contemporaneous agreements, representations, or understandings.

17.2 Amendments

Zorya Analytics may modify these Terms from time to time. We will provide notice of material changes by posting the updated Terms on our website or by email. Your continued use of the Services after such notice constitutes acceptance of the modified Terms.

17.3 Assignment

You may not assign these Terms without our prior written consent. Zorya Analytics may assign these Terms without restriction.

17.4 Severability

If any provision of these Terms is found to be unenforceable, the remainder of these Terms will remain in full force and effect.

17.5 Waiver

The failure of either party to enforce any provision of these Terms will not be construed as a waiver of such provision or the right to enforce it.

17.6 Independent Contractors

The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, or employment relationship.

17.7 Notices

All notices under these Terms must be in writing and delivered to the addresses specified in the Service Order or, if none, to the contact information provided by each party.

18. Contact Information

---

These Terms of Service are effective as of the date stated above and apply to all use of Zorya Analytics services. For questions about our data practices, please see our Privacy Policy and Cookie Policy.