Zumbido

ZUMBIDO END USER LICENSE AGREEMENT (B2B SaaS)

Effective Date: January 1, 2026
Last Updated: January 1, 2026
Company: Zumbido Limited (“Zumbido”, “we”, “us”, “our”)

1) Scope and Acceptance (Business Use Only)

This End User License Agreement (“Agreement” or “EULA”) is a legally binding agreement between Zumbido Limited and the business entity accepting this EULA (“Customer”, “you”, “your”).

By clicking “I Accept” (or similar) during account creation or login, or by accessing or using the Services, you confirm that:

(a) You are accepting this EULA on behalf of a business entity (not as a consumer or individual);

(b) You have the authority to bind that business entity; and

(c) You have read, understood, and agree to be bound by all terms and conditions herein.

If you do not agree to these terms, do not access or use the Services. Your continued use of the Services following any update to this EULA constitutes your acceptance of such updates.

2) Definitions

  • “Services” / “Product” means Zumbido’s hosted cloud software service made available via https://www.zumbidoexpress.com and https://www.zumbidoexpress.in (and its subdomains), including any mobile applications, updates, upgrades, documentation, and related technical support provided by Zumbido.
  • “Authorized Users” means individuals authorized by Customer (including employees and contractors) to access and use the Services under Customer’s subscription account.
  • “Customer Data” means data, content, and information submitted to or processed by the Services by or on behalf of Customer or its Authorized Users.
  • “Usage Data” means technical logs, telemetry, error reports, and performance metrics generated by use of the Services, excluding the substantive content of Customer Data.
  • “Documentation” means user guides, help articles, API documentation, and other materials Zumbido provides for use of the Services.
  • “Privacy Policy” means Zumbido’s privacy policy available at https://zumbido.ca/privacy-policy/ (as updated from time to time), which is incorporated into this EULA by reference.
  • “Subscription Term” means the period for which Customer has purchased a subscription to the Services.

3) License Grant (SaaS Right of Access)

Subject to Customer’s compliance with this EULA and timely payment of applicable Fees, Zumbido grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right for Authorized Users to access and use the Services during the Subscription Term solely for Customer’s internal business purposes.

The Services are licensed, not sold. All rights not expressly granted are reserved by Zumbido.

4) Account Administration and Customer Responsibilities

(a) Account Control. Customer is responsible for all activity occurring under Customer’s account, including activity by Authorized Users, and for maintaining the confidentiality and security of login credentials.

(b) Authorized Users. Customer shall ensure that:

  • All Authorized Users comply with this EULA as if they were direct parties;
  • The total number of Authorized Users does not exceed the maximum permitted under Customer’s subscribed plan, unless additional users are purchased;
  • Customer remains liable for all acts and omissions of Authorized Users.

(c) Credential Security. Customer shall immediately notify Zumbido (connect@zumbido.ca) of any suspected unauthorized access or breach of credentials. Zumbido may suspend accounts suspected of unauthorized use.

(d) Permitted Use Only. Customer shall use the Services only for lawful purposes and in compliance with all applicable laws, regulations, and this EULA.

5) Acceptable Use Restrictions

Customer will not (and will not permit any third party to):

(a) Reverse Engineering. Reverse engineer, decompile, disassemble, or attempt to discover source code of the Services, except to the extent such restriction is prohibited by applicable law.

(b) Redistribution. Copy, modify, create derivative works of, rent, lease, resell, sublicense, or make the Services available to third parties (except Authorized Users for internal business purposes).

(c) Competitive Use. Access the Services to build or benchmark a competing product or service, or to copy ideas, features, functions, graphics, or design elements.

(d) Interference. Interfere with, disrupt, or attempt unauthorized access to the Services or its infrastructure; introduce malware, viruses, or harmful code; or otherwise compromise the security or integrity of the platform.

(e) Unlawful Content. Use the Services to send, store, or distribute unlawful, infringing, defamatory, obscene, threatening, or otherwise harmful content; or content that violates third-party rights or applicable law.

(f) Spam and Abuse. Use the Services to send spam, unsolicited messages, or duplicative messages in violation of applicable law.

Zumbido may suspend or terminate access if it becomes aware that Customer has engaged in prohibited activity or poses a security risk to the Services or other users.

6) Customer Data Ownership, License, and Use

(a) Ownership. As between the parties, Customer retains all right, title, and interest in and to Customer Data.

(b) License to Zumbido. Customer grants Zumbido a limited, worldwide, non-exclusive license to host, process, transmit, store, backup, and display Customer Data solely to:

  • Provide, maintain, secure, support, and improve the Services;
  • Comply with applicable law or legal process;
  • Protect Zumbido’s or users’ rights and safety.

(c) Representation and Warranty. Customer represents and warrants that it has all necessary rights, permissions, and consents to provide Customer Data to Zumbido and to allow Zumbido to process it under this EULA and the Privacy Policy.

(d) Usage Data. Zumbido may collect and use Usage Data to operate, maintain, improve, and support the Services, and to create aggregated and de-identified statistics, benchmarks, and insights that do not identify Customer or any individual.

7) Privacy, Security, and Data Protection

(a) Privacy Policy Incorporation. Zumbido’s Privacy Policy is incorporated by reference and forms an integral part of this EULA. Customer’s use of the Services is subject to the Privacy Policy.

(b) Security Measures. Zumbido will use commercially reasonable administrative, technical, and organizational measures designed to protect Customer Data against unauthorized access, disclosure, alteration, or loss. These measures include encryption in transit and at rest, access controls, and regular security assessments.

(c) Security Limitations. No security measure is 100% effective. Zumbido does not warrant absolute protection of Customer Data and does not assume liability for data loss resulting from Customer’s failure to implement backup or recovery procedures.

(d) Breach Notification. If Zumbido becomes aware of a confirmed security incident resulting in unauthorized access to, loss of, or unauthorized disclosure of Customer Data, Zumbido will notify Customer without undue delay and provide information reasonably necessary for Customer to meet its legal obligations under applicable law.

8) Updates and Service Changes

(a) Updates and Upgrades. Zumbido may provide updates, upgrades, patches, or new features to the Services at any time. Customer’s continued use of the Services constitutes acceptance of such updates.

(b) Service Modifications. Zumbido reserves the right to modify, suspend, or discontinue all or part of the Services, temporarily or permanently. Where practical, Zumbido will provide reasonable advance notice of material adverse changes; however, some changes (e.g., security fixes) may be implemented immediately.

(c) Availability. The Services are provided on an “as available” basis. Zumbido does not guarantee uninterrupted or error-free operation.

9) Fees, Billing, and Taxes

(a) Non-Cancellable, Non-Refundable Fees. All subscription fees (“Fees”) are payable in advance as presented at purchase, upgrade, or as otherwise agreed. All Fees are non-cancellable and non-refundable, except where expressly required by applicable law.

(b) Non-Refund Upon Cessation of Use. If Customer stops using the Services, downgrades, reduces usage, or terminates this EULA for any reason, Customer remains responsible for all Fees accrued through the effective termination date and will not be entitled to any refund, credit, set-off, or prorated adjustment.

(c) Taxes. Customer is solely responsible for determining and paying all applicable taxes arising from Customer’s acceptance of this EULA or use of the Services, excluding taxes based on Zumbido’s net income. If Customer is required to withhold taxes, Customer shall promptly provide tax documentation to Zumbido.

(d) Price Changes. Zumbido reserves the right to modify subscription fees upon reasonable notice (minimum 30 days for material price increases). Continued use after the effective date of a price change constitutes acceptance.

10) Compliance Audit

(a) Audit Right. Zumbido may reasonably monitor and audit Customer’s use of the Services for compliance with this EULA and applicable subscription limits, during normal business hours and with reasonable notice.

(b) Material Non-Compliance Remedies. If an audit identifies material non-compliance (e.g., Customer has exceeded licensed user limits by >5%, or breached key restrictions), Customer will:

  • Promptly pay any applicable unpaid fees for the period of non-compliance (true-up);
  • Reimburse Zumbido’s reasonable audit costs (capped at actual expenses documented).

(c) Exclusion of Penalties. For clarity, Zumbido will not impose undefined “penalties” under this audit clause. Zumbido’s remedies for non-compliance are limited to those expressly stated in this EULA, including suspension/termination, fee true-up, and recovery of reasonable audit costs.

11) Term, Termination, and Survival

(a) Term. This EULA becomes effective upon acceptance and continues for the Subscription Term unless terminated earlier in accordance with this Section 11.

(b) Termination for Convenience (Mutual Right).

  • By Customer. Customer may terminate this EULA for convenience by providing Zumbido 120 days’ prior written notice to connect@zumbido.ca.
  • By Zumbido. Zumbido may terminate this EULA for convenience by providing Customer 30 days’ prior written notice via email to the billing contact.
  • By Mutual Agreement. The parties may mutually agree to terminate this EULA at any time, effective immediately or upon a date specified in writing by both parties.

(c) Termination for Cause. Zumbido may terminate this EULA immediately if:

  • Customer materially breaches this EULA and fails to cure the breach within 30 days of written notice (or immediately if the breach is not curable);
  • A force majeure event or government action/regulation prevents continuation of the Services;
  • Customer engages in illegal activity, fraud, or misrepresentation;
  • Customer’s use poses a security risk to the Services or other users.

(d) Fees Upon Termination (Non-Refundable).

Upon any termination or expiration of this EULA, whether for convenience or for cause:

  • Any prepaid Fees are fully earned upon payment by Customer;
  • Customer will not receive, and Zumbido will not owe, any refund, credit, adjustment, or prorated return of Fees.

(e) Effect of Termination. Upon effective termination:

  • Customer’s and all Authorized Users’ right to access and use the Services immediately ends;
  • Customer must cease all use of the Services;
  • Upon written request, Zumbido will provide Customer with a commercially reasonable method to export Customer Data in a standard format for a period of 30 days after the effective termination date, unless legally prohibited;
  • After the 30-day export window, Zumbido may delete Customer Data in accordance with the Privacy Policy, applicable law, and standard backup/retention practices;
  • All provisions of this EULA survive termination except the license grant, and Customer remains liable for all obligations accrued through the termination date.

12) Intellectual Property Rights

(a) Zumbido IP. Zumbido retains all right, title, and interest in and to the Services, Documentation, software, technology, know-how, and all intellectual property embodied therein. Customer acquires no ownership or other rights in the Services.

(b) Trademark and Branding. All Zumbido trademarks, service marks, logos, product names, and company names are the exclusive property of Zumbido. Customer may not use any Zumbido mark without prior written permission.

(c) Feedback. If Customer provides suggestions, feature requests, or other feedback regarding the Services, Zumbido may use such feedback without restriction and without obligation or compensation to Customer.

(d) Publicity and References. Unless Customer opts out in writing, Zumbido may list Customer’s name and logo (if publicly available) as a customer in Zumbido marketing materials, customer reference lists, and case studies (without disclosing confidential details of Customer’s arrangement or performance).

13) Warranty Disclaimer

EXCEPT AS EXPRESSLY STATED IN THIS EULA, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZUMBIDO DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING:

  • MERCHANTABILITY (fitness for sale or use)
  • FITNESS FOR A PARTICULAR PURPOSE (fitness for Customer’s intended use)
  • NON-INFRINGEMENT (Services do not infringe third-party rights)
  • PERFORMANCE, RELIABILITY, UNINTERRUPTED OPERATION, OR ERROR-FREE OPERATION

ZUMBIDO DOES NOT WARRANT THAT:

  • The Services will be uninterrupted, error-free, or free from viruses or defects;
  • Any defects will be corrected;
  • Results obtained from use of the Services will meet Customer’s expectations;
  • The Services will be compatible with all third-party systems or software.

CUSTOMER’S USE OF AND RELIANCE UPON THE SERVICES IS AT CUSTOMER’S SOLE RISK.

14) Limitation of Liability

(a) Excluded Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR:

  • INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES;
  • LOST PROFITS, LOST REVENUE, LOST DATA, LOST BUSINESS OPPORTUNITY, OR LOST GOODWILL;
  • COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES;
  • OR OTHER SIMILAR DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS EULA, HOWEVER CAUSED (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), WILL NOT EXCEED THE GREATER OF (I) THE TOTAL FEES PAID BY CUSTOMER FOR THE SERVICES IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (II) USD 1,000 (USD ONE THOUSAND).

(c) Essential Purpose. Customer acknowledges that these limitations are essential to the commercial agreement and represent a fair allocation of risk between the parties.

15) Indemnification

(a) By Customer. Customer will defend, indemnify, and hold harmless Zumbido and its affiliates, officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

  • Customer Data (content, accuracy, legality, rights);
  • Misuse or misrepresentation of the Services by Customer or Authorized Users;
  • Customer’s breach of this EULA or violation of applicable law;
  • Customer’s violation of any third-party intellectual property or privacy rights.

(b) Procedure. The indemnified party shall promptly notify the indemnifying party of any claim; the indemnifying party shall have control of the defense (provided the indemnified party may participate with counsel of its choice at indemnifying party’s expense); and the indemnified party shall reasonably cooperate in the defense.

16) Export Controls

Customer will comply with all applicable export control laws, trade sanctions, and regulations of the United States, Canada, India, and other relevant jurisdictions. Customer will not export or re-export the Services, or use the Services, in violation of such laws or in connection with restricted end-users, end-uses, or embargoed countries.

17) Governing Law and Jurisdiction

(a) Governing Law. This EULA is governed by and construed in accordance with the laws of Ontario, Canada and the federal laws of Canada applicable therein, without regard to conflict-of-law principles.

(b) Jurisdiction and Venue. Each party irrevocably submits to the exclusive jurisdiction of the courts located in Toronto, Ontario, Canada for resolution of any dispute arising out of or related to this EULA. Each party waives any right to jury trial and any objection to venue.

18) Miscellaneous

(a) Assignment. Customer may not assign or transfer any right or obligation under this EULA without Zumbido’s prior written consent, except that Customer may assign this EULA to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, provided the successor assumes this EULA in writing and Zumbido is notified within 30 days. Any unauthorized assignment is void.

(b) Severability. If any provision of this EULA is found by a court of competent jurisdiction to be illegal, invalid, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, or if that is not possible, severed. The remaining provisions shall continue in full force and effect.

(c) Waiver. No waiver of any provision or breach of this EULA is valid unless in writing and signed by the waiving party. No waiver of any breach shall constitute a waiver of any other or subsequent breach.

(d) Amendment and Changes to Terms.

  • Zumbido may update this EULA by posting a revised version at https://zumbido.ca/eula/ and updating the “Last Updated” date at the top of this document.
  • For material adverse changes (e.g., material reductions in Customer rights, significant fee increases), Zumbido will provide reasonable advance notice (minimum 30 days) via email to the billing contact or in-app notification.
  • Continued use of the Services after the effective date of any amendment constitutes acceptance of the revised EULA.
  • If Customer does not accept a material adverse change, Customer may terminate this EULA for convenience (per Section 11(b)) without the standard 120-day notice; instead, termination is effective immediately.

(e) Entire Agreement. This EULA, together with the Privacy Policy, constitutes the entire agreement between the parties regarding the Services and supersedes all prior and contemporaneous agreements, communications, and understandings, whether oral or written. Any previous end user license agreements or terms of service published by Zumbido for the Services are hereby superseded and replaced by this EULA.

(f) Third-Party Rights. Except as expressly stated, this EULA does not create any rights for any third party. No third party may enforce any term or condition of this EULA.

(g) Successors and Assigns. This EULA is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns.

(h) Headings. Section headings are for convenience only and do not affect interpretation or meaning of this EULA.

(i) Notices. Any notice required or permitted under this EULA shall be in writing and delivered via:

  • Email to connect@zumbido.ca (for notices to Zumbido);
  • Email to the billing contact on file (for notices to Customer);
  • Certified mail to the address on file.

Notices are effective upon receipt.

(j) Force Majeure. Except for payment obligations, neither party shall be liable for failure to perform any obligation under this EULA due to causes beyond its reasonable control, including acts of God, natural disasters, wars, terrorism, riots, pandemics, government actions, or internet/utility infrastructure failures. The affected party shall promptly notify the other party and use reasonable efforts to resume performance.

19) Acknowledgment and Acceptance

BY CLICKING “I ACCEPT”, INSTALLING, DOWNLOADING, LOGGING IN, ACCESSING, OR OTHERWISE USING THE SERVICES, YOU ACKNOWLEDGE THAT:

  1. You have read and understood this entire EULA;
  2. You agree to be bound by all terms and conditions;
  3. You represent that you have the authority to bind your organization;
  4. You understand this is a binding legal agreement;
  5. You have reviewed the Privacy Policy at https://zumbido.ca/privacy-policy/.

IF YOU DO NOT AGREE TO ANY TERM OF THIS EULA, YOU MUST NOT ACCESS OR USE THE SERVICES.

20) Contact and Support

For questions about this EULA, the Services, or support:

Zumbido Limited
Email: connect@zumbido.ca
Website: https://www.zumbidoexpress.com and https://www.zumbidoexpress.in
Legal Inquiries: legal@zumbido.ca

21) Availability and Updates

This EULA is published and made available at: https://zumbido.ca/eula/

Version History:

  • 0 — Effective January 1, 2026 (Replaces all prior EULAs)

END OF ZUMBIDO END USER LICENSE AGREEMENT

Document Prepared By: Zumbido Legal Team
Reviewed By: Zumbido Operations and Compliance
Approved By: Zumbido Executive Leadership
Effective Date: January 1, 2026
Last Updated: January 1, 2026