1. Acceptance of License
This End User License Agreement (“EULA”) is a legally binding agreement between Zoop Tech LLC, a Florida limited liability company (“Zoop,” “Company,” “we,” “us”), and the individual or legal entity installing, accessing, or using the Software (“Licensee,” “Customer,” or “you”).
BY INSTALLING, ACCESSING, OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS EULA.
If you are accepting this EULA on behalf of an entity, you represent and warrant that you have authority to bind that entity.
2. Scope and Relationship to Other Agreements
This EULA governs software licensing rights only. Commercial terms, service access, billing, data processing, and privacy matters are governed separately by Zoop’s Terms of Service, Service Level Agreement (if applicable), and Privacy Policy.
In the event of a conflict, the following order of precedence applies:
- Order Form or Subscription Agreement (if any)
- Terms of Service
- This EULA
- Privacy Policy
3. Definitions
- “Software” means Zoop’s proprietary software applications, mobile applications, APIs, firmware, object code, updates, and documentation.
- “Authorized Users” means employees or contractors authorized by Customer to use the Software.
- “Zoop Technology” means the Software and all related intellectual property, algorithms, workflows, interfaces, and systems.
4. License Grant
Subject to continuous compliance with this EULA, Zoop grants Licensee a limited, revocable, non‑exclusive, non‑transferable, non‑sublicensable license to access and use the Software solely for Licensee’s internal commercial business purposes during an active subscription term.
Mobile applications are licensed in object code only.
This EULA is a license, not a sale, and conveys no ownership rights.
5. License Restrictions
Licensee shall not, directly or indirectly:
- Reverse engineer, decompile, disassemble, or attempt to derive source code
- Modify, adapt, translate, or create derivative works
- Rent, lease, sell, sublicense, or transfer the Software
- Access the Software to benchmark, compete with, or develop competing products
- Permit access by Zoop competitors or their agents
- Circumvent license keys, usage limits, or security controls
Any use outside the scope of this license is a material breach.
6. Competitor Exclusion Doctrine
Entities that develop, market, or provide competing CRM, field service, dispatch, scheduling, payments, automation, or AI optimization software are strictly prohibited from accessing or using the Software for any purpose, including evaluation or analysis.
7. Updates, Changes, and Remote Controls
Zoop may:
- Deploy updates, patches, or modifications
- Change or discontinue features
- Remotely disable access for security, legal, or compliance reasons
Zoop has no obligation to maintain backward compatibility.
8. Beta and Experimental Features
Beta, preview, or experimental features are provided “AS IS”, without warranties, service commitments, or guarantees, and may be modified or discontinued at Zoop’s sole discretion.
9. Feedback
Licensee grants Zoop an irrevocable, perpetual, worldwide, royalty‑free license to use, disclose, commercialize, and incorporate any feedback, suggestions, or ideas without restriction or compensation.
10. Ownership and Intellectual Property
Zoop exclusively owns all right, title, and interest in the Zoop Technology, including all intellectual property rights. No rights are granted except as expressly stated in this EULA.
11. Disclaimer of Warranties
THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZOOP DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON‑INFRINGEMENT.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZOOP SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES.
ZOOP’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS EULA SHALL NOT EXCEED THE FEES PAID BY LICENSEE FOR THE SOFTWARE DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
13. Termination
This EULA terminates automatically upon:
- Termination of the applicable subscription
- Breach of this EULA
Upon termination, all license rights immediately cease and Licensee must discontinue all use of the Software.
14. Export Controls
Licensee represents that it is not subject to U.S. export restrictions and agrees to comply with all applicable export control and sanctions laws.
15. Governing Law and Venue
This EULA is governed by the laws of the State of Florida, without regard to conflict‑of‑law principles. Exclusive venue shall lie in the state or federal courts located in Orange County, Florida.
16. Severability and Waiver
If any provision of this EULA is held unenforceable, the remaining provisions shall remain in full force. Failure to enforce any right is not a waiver.
17. Entire Agreement
This EULA constitutes the entire agreement between the parties regarding software licensing and supersedes all prior or contemporaneous understandings relating to the Software.
END USER LICENSE AGREEMENT