Zumigo IDV Builder Terms of Service

Effective Date: May 8, 2026

These Zumigo Terms of Use (this “Agreement”) is entered into by and between Zumigo, Inc. (“Zumigo”) and the entity or person placing an order for or accessing the Zumigo Services (“Customer” or “you”). This Agreement consists of the terms and conditions set forth below, any exhibits or addenda identified below and any Subscription Plans. If you are accessing or using the Zumigo Services on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, including that you have the requisite corporate authority to bind your company to the data security, privacy, and confidentiality commitments contained herein, and all references to “you” or “Customer” reference your company.

Please note that Zumigo may modify the terms and conditions of this Agreement in accordance with Section 13.8 (Amendments; Waivers).

BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING THE ZUMIGO SERVICES, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE THE ZUMIGO SERVICES. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT.

1. Definitions

“Affiliate” means any entity which is controlled by, in control of, or is under common control with a party to this Agreement, where “control” means either the power to direct the management or affairs of the entity or ownership of 50% or more of the voting securities of the entity.
“Aggregated Anonymous Data” means anonymous data sets about product usage and/or performance that do not identify Customer, Authorized Users, or End Users and that are stripped of all persistent identifiers (such as name, email address, device identifiers, and IP addresses).
“Authorized Users” means Customer’s and its Affiliates’ employees and contractors are acting for Customer’s benefit and on its behalf.
“Confidential Information” means any code, inventions, know-how, product plans, and technical and financial information exchanged under this Agreement, that is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed.
“Customer Data” means any data collected by the Zumigo Service on behalf of Customer and any data or content that Customer provides to the Zumigo Service, including Authorized Users’ account information.
“Customer Properties” means a website, application or other service owned and operated by Customer that uses the Zumigo Service.
“Documentation” means the end user technical documentation for the Zumigo Service, as may be updated from time to time, provided by Zumigo on its website. Documentation is available in the Developer Section once Customer has created an account for the Zumigo Service.
“Effective Date” of this Agreement is the date which is the earlier of (a) Customer’s initial access to the Zumigo Services (as defined below) through any online provisioning, registration or order process or (b) the Customer uses the Zumigo Service with live data. This Agreement will govern Customer’s initial purchase on the Effective Date as well as any future purchases made by Customer that reference this Agreement.
“End Users” means end users who interact with the Zumigo Service for verification purposes.
“Scope of Use” means numerical limits, descriptions of product packages and features, and other usage limits for the Zumigo Service included in the applicable Subscription Plan.
“Subscription Plan” means the subscription plan selected at, online sign-up, subscription flow, or later selection that references this Agreement, including any attached exhibits or statements of work.
“Term” means the initial term for the applicable Zumigo Service specified in the Subscription Plan, and each subsequent renewal term (if any).
“Zumigo Code” means: (i) the SDK(s) and other software code provided by Zumigo to enable use of the Zumigo Service within Customer’s websites and applications, including but not limited to the Zumigo Widgets (as defined below), and (ii) other software, if any, specified in Customer’s Subscription Plan that is developed and provided for use by Customer under this Agreement.
“Zumigo Service” means the proprietary software-as-a-service product(s) of Zumigo specified in Customer’s Subscription Plan, including any Zumigo Code and Documentation.
“Zumigo Technology” means the Zumigo Service, any other Zumigo products and services, and all related or underlying documentation, technology, code, Aggregate/Anonymous Data, logs, product usage data, know-how, logos, materials, and templates (including anything delivered as part of support or other services), and any updates, modifications or derivative works of any of the foregoing (including as may incorporate any Feedback).
“Zumigo Widgets” means the proprietary, pre-built, and configurable software interface provided by Zumigo to Client for seamless integration and use of Zumigo Services. The Widget facilitates digital identity and verification processes and shall operate in either of the following capacities:
Embedded Component:As a software module, interface, or code snippet that is directly integrated into and hosted by the Client’s website or application (the “Client Properties”).
Hosted Solution:As a secure, Zumigo-hosted web page or portal accessed via a unique URL or hyperlink initiated by the Client, which resides on Zumigo’s infrastructure for the purposes of data collection and security.

Other terms are defined in other Sections of this Agreement or in the relevant policies or exhibits.

2. Account Registration and Use

Customer and its Authorized Users need to register for a Zumigo account in order to place orders or to access or receive a Zumigo Service. Account information will be governed by Zumigo’s Privacy Policy located at https://zumigo.com/idvbuilder-privacy-policy. Customer will keep this information accurate and up-to-date so that Zumigo may send notices, statements, and other information by email or through Customer’s account. Customer must treat any user IDs, passwords, and other access credentials (such as API tokens) for the Zumigo Service as strictly confidential and not shared with any unauthorized person. If any Authorized User stops working for Customer, Customer must promptly terminate that Authorized User’s access to its account and any Zumigo Service. Customer will be responsible for any and all actions taken using its and its Authorized Users’ accounts, passwords or access credentials. Customer must notify Zumigo promptly of any breach of security or unauthorized use of its account. Accounts are granted to specific Authorized Users and must not be shared with others.

3. Use rights

Use of Zumigo Services. Subject to the terms and conditions of this Agreement, Zumigo grants Customer a worldwide, non-exclusive, non-transferable, non-sublicensable (except to an Affiliate in accordance with subsection 3.8 below) right during the applicable Term to access and use the Zumigo Service(s) designated in Customer’s Subscription Plan, solely for Customer’s business purposes and in accordance with the Documentation and applicable Scope of Use. The Zumigo Service may require installation of Zumigo Code within Customer’s website or applications. In these cases, subject to the same conditions above, the rights granted in this Section further include the right to install and use the relevant Zumigo Code on the Customer Properties specified in Customer’s Subscription Plan.
Authorized Users. Customer may permit its Authorized Users to use the Zumigo Service, provided their use is for Customer’s benefit only and in compliance with this Agreement. Customer will be responsible and liable for all Authorized Users’ use and their compliance with this Agreement. Use by all Authorized Users in aggregate will count towards applicable Scope of Use restrictions.
General Restrictions Regarding Use of the Zumigo Service. Customer must not and must not allow any third party to: (i) rent, copy, transfer, resell, sublicense, lease, time-share, distribute, or otherwise provide access to any portion of the Zumigo Service to a third party (except Authorized Users); (ii) incorporate the Zumigo Service (or any portion of it) with, or use it with or to provide, any site, product, application or service, other than on Customer Properties; (iii) modify or create a derivative work of the Zumigo Service or any portion of it; (iv) reverse engineer, disassemble, decompile, translate, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats, or non-public APIs to any Zumigo Service (including Zumigo Code), except to the extent expressly permitted by applicable law and then only with advance notice to Zumigo; (v) break or circumvent any security measures, rate limits, or usage tracking (such as event tracking) of the Zumigo Service, or configure the Zumigo Service (or any component thereof) to avoid sending events or impressions or to otherwise avoid incurring fees; (vi) access the Zumigo Service for the purpose of building a competitive product or service or copying its features or user interface; (vii) use the Zumigo Service for purposes of product evaluation, benchmarking, performance testing, or comparative analysis intended for publication; or (viii) remove or obscure any proprietary or other notices contained in the Zumigo Service, including in any reports or output obtained from the Zumigo Service.
In addition to the foregoing restrictions, Customer is expressly prohibited from using any Zumigo Data for marketing purposes.
Fair Credit Reporting Act. The data and information provided by Zumigo does not constitute a “consumer report” as such term is defined under the Fair Credit Report Act (as amended) (“FCRA”), and Customer represents and warrants that it shall not use the Zumigo Services or any of the information provided by Zumigo in whole or in part as a factor in determining eligibility for credit, insurance, employment or another eligibility purpose that would qualify it as a consumer report under the FCRA.
Customer Obligations. Customer agrees to: (i) maintain a privacy policy consistent with applicable law on its Customer Properties; (ii) provide all required disclosures to its End Users and obtain any necessary rights, releases, and consents to allow the Zumigo Service to be used on Customer Properties and to permit Customer Data to be collected, used, and disclosed in the manner contemplated by this Agreement; (iii) use the Zumigo Service in compliance with all applicable laws and regulations; and (iv) implement or amend its public-facing privacy policy by no later than the Go-Live Date, and maintain such privacy policy throughout the Term, to accurately reflect the use of the Zumigo Service and to include all necessary end-user consent language required by applicable privacy and data protection laws for the data sharing, collection, processing, and storage contemplated by this Agreement. Customer shall provide Zumigo with a copy of such privacy policy or amendments thereto upon Zumigo’s reasonable request. If Customer uses Zumigo Data for fraud prevention, it must comply with the Gramm-Leach-Bliley Act (“GLBA”) requirements; and must not use such data for marketing sales. Customer agrees that Zumigo may display Customer’s terms of service and privacy notice (collectively, the “Customer Agreements”) on the Zumigo Widgets. In addition, Customer agrees that nothing in its Customer Agreements with the End User conflicts with or violates the terms of this Agreement.
Beta Releases and Free Access Subscriptions. Zumigo may provide Customer with the Zumigo Service for free or on a trial basis (each a “Free Access Subscriptions”) or with “alpha”, “beta”, or other early-stage Zumigo Services, integrations, or features (“Beta Releases”), which are optional for Customer to use. Zumigo makes no promises that future versions of Beta Releases or Free Access Subscriptions will be released or will be made available under the same commercial or other terms. Zumigo may terminate Customer’s right to use any Free Access Subscriptions or Beta Releases at any time in Zumigo’s sole discretion, without liability. WITH RESPECT TO BETA RELEASES, CUSTOMER ACKNOWLEDGES AND AGREES THAT BETA RELEASES MAY NOT BE COMPLETE OR FULLY FUNCTIONAL AND MAY CONTAIN BUGS, ERRORS, OMISSIONS, AND OTHER PROBLEMS FOR WHICH ZUMIGO WILL NOT BE RESPONSIBLE. ACCORDINGLY, ANY USE OF BETA RELEASES ARE AT CUSTOMER’S SOLE RISK NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN.
Widget and Integration Restrictions. Where Zumigo provides Customer with the Zumigo Widgets that contain consent language or mechanisms to facilitate end-user consent collection, Customer is expressly prohibited from: (i) modifying, altering, editing, or amending any consent language embedded within such widgets or integrations; (ii) overriding, bypassing, or interfering with the consent collection functionality; or (iii) implementing any code, script, or mechanism that would alter the presentation or substance of the consent language in the Zumigo Widgets to End Users. Any unauthorized modification of such consent mechanisms shall constitute a material breach of this Agreement. Customer may contact Zumigo to request modifications to consent language, and Zumigo may, in its sole discretion, implement such modifications if they comply with applicable law and Zumigo’s requirements.
Affiliate Use. Customer may use the Zumigo Service on a Customer Property owned or controlled by an Affiliate. Customer will be responsible and liable for its Affiliates’ Customer Property and related Customer Data, and for the Affiliates’ compliance with this Agreement. Zumigo and Customer’s Affiliate may also enter into a separate Order Form governed by the terms of this Agreement. This will establish a new and separate agreement between the Customer Affiliate and Zumigo and references to Customer shall refer to such Affiliate.

4. Customer data

Security. Zumigo will implement appropriate technical and organizational security measures designed to protect Customer Data in the Zumigo Service against unauthorized or unlawful processing, accidental or unlawful destruction, accidental loss or alteration, and unauthorized disclosure or access. Zumigo’s security measures will include: (i) storing Customer Data on servers located in a physically secured location; and (ii) using firewalls, access controls, and similar security technology designed to protect Customer Data from unauthorized disclosure and modification.
Rights in Customer Data. As between the parties, Customer retains all right, title, and interest (including any intellectual property rights) in and to the Customer Data and Customer Properties. Customer grants Zumigo a non-exclusive, worldwide, royalty-free right to collect, use, modify and process Customer Data to provide the Zumigo Service and related services (including for customer support), and for quality assurance and fraud prevention. The foregoing does not prevent Zumigo from generating Aggregated Anonymous Data in accordance with applicable law.
Multi-Jurisdictional Privacy Law Compliance. Customer represents, warrants, and covenants that it will comply with all applicable privacy and data protection laws, regulations, and requirements in all jurisdictions where (i) End Users reside or are located, (ii) Customer Data is collected, processed, stored, or transmitted, and (iii) Customer operates or provides services, including without limitation the European Union General Data Protection Regulation (“GDPR”), the California Consumer Privacy Act (“CCPA”), the California Privacy Rights Act (“CPRA”), and any other federal, state, provincial, or local privacy laws. Customer acknowledges that such compliance is its sole responsibility and that the geographic scope of its privacy law obligations may extend beyond Customer’s primary jurisdiction of operation. Customer shall implement and maintain appropriate privacy policies, data processing agreements, consent mechanisms, and technical and organizational measures necessary to ensure such compliance. Customer shall promptly notify Zumigo of any material changes to applicable privacy laws that may affect the provision of the Zumigo Service and shall cooperate with Zumigo to implement any necessary modifications to ensure continued compliance.
Customer Data Security Standards. Customer represents, warrants, and covenants that it maintains and will continue to maintain throughout the Term data security policies, procedures, and controls that meet or exceed the standards of ISO 27001 or SOC2 Type 2 certification. Customer shall provide Zumigo with written attestation of such compliance upon execution of this Agreement and annually thereafter, or upon Zumigo’s reasonable request. Zumigo shall have the right, upon reasonable prior written notice and during Customer’s normal business hours, to audit Customer’s data security practices and controls, either directly or through a qualified third-party auditor, to verify compliance with the standards set forth in this Section. Any such audit shall be conducted in a manner that does not unreasonably interfere with Customer’s business operations. Customer shall cooperate with and provide reasonable assistance during any such audit. If any audit reveals that Customer’s data security practices do not meet the required standards, Customer shall promptly remediate any deficiencies at its own expense and provide evidence of such remediation to Zumigo within thirty (30) days of notification of the deficiencies.
Data Retention and Deletion. Zumigo will retain Customer Data and usage data as long as Customer maintains an active account with the Zumigo Service. Upon termination or deletion of Customer’s account, Zumigo will initiate the deletion of all associated Customer Data within a commercially reasonable timeframe not to exceed one (1) year from the date of account termination, subject to any necessary legal, regulatory, or audit retention requirements.
US Data Localization Requirements. Customer acknowledges and agrees that all Customer Data and Zumigo data shared with Customer must be stored, processed, and backed up exclusively within data centers located in the United States. Customer shall not transfer, store, process, or permit the backup of any such data outside of the United States, including to any foreign jurisdiction, cloud services with non-US data centers, or third-party service providers that do not maintain exclusively US-based infrastructure. Customer shall implement appropriate technical and organizational measures to ensure compliance with this requirement and shall immediately notify Zumigo of any actual or suspected violation of this data localization requirement. Any violation of this Section shall constitute a material breach of this Agreement.

5. Services

Support. Zumigo will provide technical support to Customer on weekdays during the hours of 9:00 am through 6:00 pm Pacific time, with the exclusion of US Federal Holidays (the “Support Hours”). Customer may initiate a helpdesk ticket by emailing support@zumigo.com. Zumigo will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day. Zumigo may use good faith efforts in its discretion to assist Customer with Free Access Subscriptions or Beta Releases but will have no obligation to provide support or maintenance for these items.
Other Services. Zumigo may also provide onboarding, deployment and other services under this Agreement. The scope, pricing, and other terms for these additional services will be specified in a Subscription Plan, statement of work or other document referencing this Agreement. Customer may use anything delivered as part of these additional services internally during its Term to support its authorized use of the Zumigo Service, subject to the restrictions above applicable to the Zumigo Service itself. Zumigo’s ability to deliver services will depend on Customer’s reasonable and timely cooperation, and the accuracy and completeness of any information from Customer needed to deliver the services. For clarity, Customer retains ownership of any Confidential Information it provides to Zumigo.

6. Fees and payment

Fees. Customer agrees to pay all fees in the currency and payment period specified in the applicable Subscription Plan. The Zumigo Service operates on a subscription basis with fees charged monthly, in advance based on the selected Subscription Plan. Zumigo’s fees are exclusive of all taxes, and Customer must pay any applicable sales, use, VAT, GST, excise, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of Zumigo. Except as expressly provided in this Agreement, payments are non-refundable and non-creditable and payment obligations non-cancellable. All undisputed fees due are payable in United States dollars, unless otherwise agreed to between the parties in writing. Zumigo shall provide 30 days prior written notice before any changes in pricing or other rates applicable to the Subscription Plan. Provided further that any such duly noticed pricing change shall be final and non-negotiable.
Credit Card Payment Terms. Customer shall pay via credit card. Customer is solely responsible for either (a) enabling auto-recharge on Customer’s payment instrument or (b) ensuring that Customer’s payment instrument has a sufficient positive balance to cover all fees due. Customer agrees and hereby authorizes Zumigo to charge Customer’s credit card for any outstanding fees, including overage charges, upon termination, cancellation or expiration of the Agreement.
Disputes. Customer must notify Zumigo in writing of any good-faith invoice dispute within twenty (20) days of the applicable invoice date and reasonably cooperate with Zumigo in resolving any dispute. If the parties are unable to resolve a dispute within ten (10) days of Customer’s notice, each party will have the right to seek any remedies it may have under this Agreement, at law or in equity, irrespective of any provision in this Agreement that would limit seeking these remedies on account of a payment dispute. For clarity, any undisputed amounts must be paid in full in accordance with this Section.

7. Term and termination

Term. This Agreement is effective as of the Effective Date and continues until the expiration or termination of all Terms under Subscription Plans subject to this Agreement.
Subscription Term and Renewals. By agreeing to these terms, Customer is agreeing to pay applicable fees for the Subscription Plan the entire Term. Customer cannot cancel or terminate this Agreement except as expressly permitted in this Agreement. If no start date is specified in the applicable Subscription Plan, the Term starts when Customer first obtains access to the Zumigo Service. Each Term will automatically renew for additional successive one-month periods unless: (i) otherwise stated in the applicable Subscription Plan; or (ii) either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current Term. If Customer exceeds usage restrictions (as set forth in the applicable Subscription Plan) by more than the lesser of 100% or $50, Customer agrees that Zumigo may immediately charge Customer for the excess amount.
Suspension of Service. Zumigo may suspend Customer’s access to the Zumigo Service(s) if Customer’s account is overdue and Customer fails to pay amounts due within ten (10) days of notice by Zumigo, subject to Section 6.4 (Disputes). Zumigo may also suspend Customer’s access to the Zumigo Service(s) if it determines that suspension is necessary to prevent harm or liability to other customers or third parties, or to preserve the security, stability, availability or integrity of the Zumigo Service or if Customer is otherwise in breach of the Agreement. Once suspended, no further use of the Zumigo Services shall be permitted other than for review of historical data previously processed via the Zumigo Services.
Termination for Cause. Either party may terminate this Agreement, including any related Subscription Plan, if the other party: (i) breaches the Agreement and fails to cure such breach within thirty (30) days after receipt of written notice detailing the breach; (ii) ceases operation without a successor; or (iii) if permitted by applicable law, seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any of these proceedings are instituted against that party (and not dismissed within sixty (60) days thereafter). Notwithstanding the foregoing, Zumigo may terminate this Agreement immediately without notice or opportunity to cure if Customer: (a) violates any privacy or data security provision of this Agreement, including unauthorized use of data, failure to maintain required security certifications, or failure to comply with consent requirements; (b) engages in any fraudulent, illegal, or malicious activity; or (c) poses a security risk or threat to the integrity of the Zumigo Service or other customers’ data.
Effect of Expiration or Termination. Upon any expiration or termination of this Agreement or a Subscription Plan, Customer’s rights to the Zumigo Service terminate and it must promptly: (a) stop using the applicable Zumigo Service(s) (including any related Zumigo Technology); (b) stop distributing any Zumigo Code installed on its Customer Properties; and (c) delete (or, at Zumigo’s request, return) any and all copies of the Zumigo Code, any Zumigo documentation, passwords or access codes, and any other Zumigo Confidential Information in Customer’s possession, custody, or control. If Zumigo terminates this Agreement for cause as provided in Section 7.4 (Termination for Cause), any payments for the remaining portion of the Term will become due and must be paid immediately by Customer. If Customer terminates this Agreement for cause as provided in Section 7.4 (Termination for Cause), Customer will receive a refund of any fees it has pre-paid for the terminated portion of the applicable Term. Except where this Agreement specifies an exclusive remedy, all remedies under this Agreement, including termination or suspension, are cumulative and not exclusive of any other rights or remedies that may be available to a party. Upon expiration or termination (other than a termination by Zumigo pursuant to Section 7.4 above), Customer has ten (10) days to contact Zumigo to request a copy of Customer’s data; thereafter, Zumigo shall have the right, but not the obligation, to delete Customer’s data from the Zumigo Service.
Survival. The following Sections survive any expiration or termination of this Agreement: 1 (Definitions); 2 (Account Registration and Use); 3.3 (General Restrictions); 3.4 (Fair Credit Reporting Act) 3.6 (Beta Releases and Free Access Subscriptions); 4.2 (Rights in Customer Data); 6 (Fees and Payment); 7 (Term and Termination); 8 (Confidential Information); 9 (Zumigo Technology); 10 (Disclaimers); 11 (Indemnification); 12 (Limitations of Liability); and 13 (General).

8. Confidential information

Confidentiality Obligation. Each party (as the receiving party) must: (i) hold in confidence and not disclose the other party’s Confidential Information to third parties except as permitted by this Agreement; and (ii) only use the other party’s Confidential Information to fulfill its obligations and exercise its rights under this Agreement. Each party may share the other party’s Confidential Information with its, and its Affiliates’, employees, agents or contractors having a legitimate need to know (which, for Zumigo, includes the subcontractors referenced in Section 13.4), provided that the party remains responsible for any recipient’s compliance with the terms of this Section 8 and that these recipients are bound to confidentiality obligations no less protective than this Section.
Exclusions. These confidentiality obligations do not apply to (and Confidential Information does not include) information that: (i) is or becomes public knowledge through no fault of the receiving party; (ii) was known by the receiving party before it received the Confidential Information; (iii) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; or (iv) is independently developed by the receiving party without using the disclosing party’s Confidential Information. A party may also disclose the other party’s Confidential Information to the extent required by law or court order, provided it gives advance notice (if permitted by law) and cooperates in any effort by the other party to obtain confidential treatment for the information.
Remedies. The parties acknowledge that disclosing Confidential Information may cause substantial harm for which damages alone may be an insufficient remedy, and so on breach of this Section, each party is entitled to seek appropriate equitable relief in addition to any other remedies it may have at law.

9. Zumigo technology

Ownership and Updates. This is a term-limited agreement for access to and use of the Zumigo Service. Customer acknowledges that it is obtaining only a limited right to use the Zumigo Service and that irrespective of any use of the words “purchase”, “sale” or similar terms, no ownership rights are transferred to Customer under this Agreement. Zumigo (or its suppliers) retain all rights, title and interest (including all intellectual property rights) in and to all Zumigo Technology, which is deemed Zumigo’s Confidential Information, and reserves all rights not specifically granted in this Agreement. Other than the Zumigo Code, the Zumigo Service is offered as an online, hosted or embedded product. Accordingly, Customer acknowledges and agrees that it has no right to obtain a copy of the software behind any Zumigo Service, that Zumigo may collect learnings, logs, and data regarding the performance and use of the Zumigo Service, and that Zumigo may make updates, bug fixes, modifications or improvements to the Zumigo Service from time-to-time.
Feedback. If Customer elects to provide any suggestions, comments, improvements, information, ideas or other feedback or related materials to Zumigo (collectively, “Feedback”), Customer hereby grants Zumigo a worldwide, perpetual, non-revocable, sublicensable, royalty-free right and license to use, copy, disclose, license, distribute, and exploit any Feedback in any format and in any manner without any obligation, payment, or restriction based on intellectual property rights or otherwise, however Zumigo will not identify Customer as the source of the Feedback. Nothing in this Agreement limits Zumigo’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.

10. Disclaimers

Disclaimers. ALL ZUMIGO TECHNOLOGY AND RELATED SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER ZUMIGO NOR ITS SUPPLIERS MAKE ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ERROR-FREE OR UNINTERRUPTED USE OF THE SERVICE. ZUMIGO MAKES NO WARRANTY ABOUT CONTENT OR INFORMATION ACCESSIBLE THROUGH THE SERVICE. ZUMIGO’S EXPRESS SECURITY OBLIGATIONS UNDER THIS AGREEMENT ARE NOT A WARRANTY OR GUARANTEE THAT THESE MEASURES WILL PREVENT A DATA SECURITY BREACH. ZUMIGO WILL NOT BE RESPONSIBLE OR LIABLE FOR: (i) ANY CUSTOMER PROPERTIES, CUSTOMER DATA, OR NON-ZUMIGO PRODUCTS AND SERVICES (INCLUDING FOR ANY DELAYS, INTERRUPTIONS, TRANSMISSION ERRORS, SECURITY FAILURES OR OTHER PROBLEMS CAUSED BY THESE ITEMS); (ii) USE OF THE ZUMIGO TECHNOLOGY NOT AUTHORIZED BY THIS AGREEMENT; OR (iii) DECISIONS OR ACTIONS TAKEN (OR NOT TAKEN) BY CUSTOMER BASED UPON THE ZUMIGO SERVICES. CUSTOMER MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, ANY STATUTORILY REQUIRED WARRANTIES UNDER APPLICABLE LAW, IF ANY, WILL BE LIMITED TO THE SHORTEST PERIOD AND MAXIMUM EXTENT PERMITTED BY LAW.

11. Indemnification

Customer agrees to defend Zumigo from and against any third-party claim to the extent resulting from Customer Properties (including services or products provided through the Customer Properties), or a breach or alleged breach of Section 3.4 or 3.5. Customer will indemnify and hold Zumigo harmless from and against any damages and costs awarded against Zumigo or agreed in settlement by Customer (including reasonable attorney’s fees) that result from these third-party claims. Customer must not settle any claim without Zumigo’s prior written consent if the settlement would require Zumigo to admit fault, pay amounts that Customer must pay under this Agreement, or take or refrain from taking any action. Zumigo may participate in a claim through counsel of its own choosing at its own expense and Customer and Zumigo will reasonably cooperate on the defense.

12. Limitations of liability

Consequential Damages Waiver. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTYOR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND HOWEVER CAUSED, EVEN IF INFORMED IN ADVANCE OF THE POSSIBILITY OF THESE DAMAGES.
Liability Cap. EACH PARTY’S AND ITS SUPPLIERS’ TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE THE AMOUNT ACTUALLY PAID OR PAYABLE BY CUSTOMER TO ZUMIGO FOR THE APPLICABLE ZUMIGO SERVICE OR RELATED SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, EXCEPT THAT THIS SECTION 12.2 DOES NOT APPLY TO: (i) DEFENSE COSTS AND DAMAGES PAYABLE BY AN INDEMNIFYING PARTY TO THIRD PARTIES UNDER SECTION 11 (INDEMNIFICATION); AND (ii) CUSTOMER’S PAYMENT OBLIGATIONS AS EXPRESSLY PROVIDED IN THIS AGREEMENT. FOR FREE ACCESS SUBSCRIPTIONS OR BETA RELEASES, ZUMIGO’S TOTAL LIABILITY WILL NOT EXCEED IN AGGREGATE FIFTY U.S. DOLLARS ($50 US).
Failure of Essential Purpose. THIS SECTION 12 IS A FUNDAMENTAL BASIS OF THE BARGAIN AND A REASONABLE ALLOCATION OF RISK BETWEEN THE PARTIES AND WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

13. General

Service Jurisdiction. Customer acknowledges and agrees that the Zumigo Service is offered and operated as a United States-based platform. All service infrastructure, operations, and support are provided from the United States, and Customer’s use of the Service is subject to United States laws, regulations, and jurisdiction as set forth in this Agreement.
Governing Law; Jurisdiction and Venue. This Agreement is governed by the laws of the State of California and the United States, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of this Agreement are the state courts located in San Jose, California or the United States District Court for the Northern District of California, and both parties submit to the personal jurisdiction of these courts.
Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign this Agreement without the other party’s advanced written consent, except that each party may assign this Agreement without consent in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section will be void.
Notices. Customer will send any notices under this Agreement to Zumigo, in English, at the following address: 1187 Starling Ridge Court, San Jose, California 95120. Zumigo will send any notices under this Agreement in writing to Customer, in English, to the notification email address listed on Customer’s most recent Order Form. Zumigo may also provide operational notices regarding the Zumigo Service or other business-related notices through conspicuous posting of the notice on Zumigo’s website or the Zumigo Service. Each party consents to receiving electronic notices.
Relationship of the Parties. The parties to this Agreement are independent contractors, and this Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent. Zumigo may utilize subcontractors or subprocessors in connection with its obligations under the Agreement but will remain liable to Customer for the acts or omissions of any such subcontractors or subprocessors.
Force Majeure. Neither party will be liable for any delay or failure to perform its obligation under this Agreement if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, failure or reduction of power or telecommunications or data networks or services, or government act.
Export. Each party will comply with all applicable export control laws. Customer represents and warrants that it, its Affiliates, and its Authorized Users are not on any government list of prohibited or restricted parties or located in (or a national of) a country subject to a government embargo or that has been designated by the government as a “terrorist supporting” country
Publicity. Customer agrees that Zumigo may refer to Customer’s name and trademarks in Zumigo’s marketing materials and website, including but not limited to displaying the Customer’s logo, solely for the purpose of identifying Customer as a customer of Zumigo.
Amendments; Zumigo may update the terms and conditions of this Agreement (which may include changes pricing and plans) from time to time with prior notice to Customer in accordance with Section 13.4. In addition, Zumigo may update Zumigo’s Privacy Policy from time-to-time to reflect process improvements or changing practices, provided Zumigo does not diminish the security, privacy and integrity of the Zumigo Service. In the event of any conflict between this Agreement and any Subscription Plan, this Agreement will take precedence unless otherwise expressly provided. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement. Waivers must be made in writing and executed by an authorized representative of the waiving party.
Severability. If any provision of this Agreement is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect.
No Third-Party Rights. Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement, even if Customer uses the Zumigo Service on its Affiliate’s Customer Properties.
Entire Agreement. This Agreement represents the parties’ complete and exclusive understanding relating to the Agreement’s subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the Zumigo Technology or any other subject matter covered by this Agreement. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. Any terms provided by Customer (including as part of any purchase order or other business form used by Customer) are for administrative purposes only, and have no legal effect. This Agreement may be signed in counterparts, including by electronic copy, each of which will be deemed an original, and all counterparts together constituting one and the same Agreement.

Updated December 1, 2025

Zumigo IDV Builder Platform Terms of Service