Thanks for your interest in Zenapptic AI. These Terms of Service (the “Terms of Service” or “Terms”) govern access to and use of the Zenapptic AI Inc. (“Zenapptic”, “we” or “us”) website, platform, applications, plug-ins, and other services provided by us (collectively, the “Service”). Website visitors are referred to in these terms as “Site Visitors” and entities who use the Service or create an account (“Account”) and their Authorized Users are collectively referred to as “Customers”. Customers and Site Visitors may be referred to in these Terms as “you” and “your” as applicable.

These Terms are in addition to, and do not nullify, any other agreement between you and us or any other applicable terms and conditions found on the Service. If you are bound by an Enterprise Service Agreement with Zenapptic (“Enterprise Terms”), then these Terms will apply, if at all, only to use of the Service to the extent such use is not already governed by those Enterprise Terms.

Acceptance of Terms

By using the Service, you as a Site Visitor or Customer accept and agree to follow and be bound by these Terms (whether on behalf of yourself or a legal entity you represent). If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that organization or entity's behalf and bind them to these Terms (in which case, the references to "you" and "your" in these Terms, except for in this sentence, refer to that organization or entity). You also agree to comply with all applicable laws and regulations, as well as all rules or restrictions that are posted on the Service. If you do not agree to these Terms you must not access or use the Service.

You agree that by using the Service you are at least 18 years of age and you are legally able to enter into a contract.

If Zenapptic has prohibited you from accessing the Service, you are not permitted to access or use the Service.

Zenapptic Account

A Zenapptic Account will give you access to the Service; you must provide complete and accurate information as requested, and you must inform Zenapptic of any changes to the Account information. You will be asked to provide a username and password to access the Service.

You are entirely responsible for maintaining the confidentiality of your password and are responsible for all activities (whether by you or by others) that occur under your password or Account. You may not use a third party's Account, username or password at any time, and you will not allow anyone other than Authorized Users to access or use the Service from your Account. You agree to notify Zenapptic immediately of any unauthorized use of your Account, username or password. Zenapptic shall not be liable for any losses you incur as a result of someone else's use of your account or password, either with or without your knowledge. You may be held liable for any losses incurred by Zenapptic, our affiliates, officers, directors, employees, consultants, agents and representatives due to someone else's use of your Account or password.

You will promptly notify Zenapptic of any suspected violation of these Terms and will cooperate with Zenapptic to address the suspected violation. Zenapptic may suspend or terminate any Customer's access to the Service upon notice to you in the event that Zenapptic reasonably determines that such Customer violated these Terms.

Intellectual Property Rights, License

The Service is owned and operated by Zenapptic AI Inc., a Canadian corporation, and contains materials that are proprietary and are protected by copyright laws, international treaty provisions, trademarks, service marks, and other intellectual property laws and treaties. Except as otherwise expressly provided by Zenapptic in writing, none of the Service may be copied, reproduced, republished, downloaded, uploaded, posted, displayed, transmitted or distributed in any way and nothing on the Service shall be construed to confer any license under any of Zenapptic's intellectual property rights, whether by estoppel, implication or otherwise. Any rights not expressly granted in these Terms are reserved by Zenapptic.

The Service is also protected as a collective work or compilation under copyright and other laws and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained on the Service. You acknowledge that the Service contains original works that have been developed, compiled, prepared, revised, selected, and arranged by Zenapptic through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and which constitute valuable intellectual property of Zenapptic. All present and future rights in and to trade secrets, patents, designs, copyrights, trademarks, database rights, service marks, know-how, and other intellectual property or other proprietary rights of any type, documentation, any improvements, design contributions, or derivative works thereto, and any knowledge or process related thereto, including rights in and to all applications and registrations relating to the Service, shall, as between you and Zenapptic, at all times be and remain the sole and exclusive property of Zenapptic.

The trademarks, logos, taglines, and service marks displayed on the Service (collectively, the “Trademarks”) are registered and unregistered Trademarks of Zenapptic. The Trademarks may not be used without Zenapptic's prior express written permission. Zenapptic acknowledges the Trademarks of other organizations for their respective products or services mentioned on the Service. Other than as provided in these Terms, your use of the Trademarks, or any other Zenapptic content, is strictly prohibited.

Any software available for downloading through the Service or third-party websites or applications (the “Software”) is the copyrighted work of Zenapptic. Use of the Software is governed by these Terms. Unauthorized reproduction or distribution of the Software is expressly prohibited by law and may result in civil and criminal penalties. Violators may be prosecuted.

Upon your acceptance of these Terms, we grant you a limited, non-exclusive, non-sublicensable, and non-assignable license to access and use the Service for your internal purposes and only as expressly permitted in these Terms. You shall not use or permit use of the Service for any illegal purpose or in any manner inconsistent with the provisions of these Terms. If you are or become a direct competitor of Zenapptic, you may not access or use the Service without Zenapptic's explicit written consent. Except as otherwise restricted by these Terms, Zenapptic grants you permission on a non-exclusive, non-transferable, limited basis to display, copy, and download content and materials on the Service provided that you: (a) retain all copyright and other proprietary notices on the content and materials; (b) use them solely for internal use or in accordance with any applicable Zenapptic Terms; and (c) do not modify them in any way. Any violation by you of the license provisions contained in this section may result in the immediate termination of your right to use the Service, as well as potential liability for copyright infringement or other claims depending on the circumstances.

Copyright

If you believe that any content or material on the Service infringes copyrights you own, please notify us by contacting legal@zenapptic.ai

User Comments, Feedback and Other Submissions

If, at our request, you send certain specific submissions or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, “Comments”), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate, and otherwise use in any medium any Comments that you forward to us. We are and shall be under no obligation (1) to maintain any Comments in confidence; (2) to pay compensation for any Comments; or (3) to respond to any Comments.

We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party's intellectual property or these Terms. You agree that your Comments will not violate any right of any third party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your Comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third parties as to the origin of any Comments. You are solely responsible for any Comments you make and their accuracy. We take no responsibility and assume no liability for any Comments posted by you or any third party.

Use Restrictions

By using the Service, you specifically agree not to engage in any activity or transmit any information that, in our sole discretion:

• Is illegal, or violates any federal, provincial/state, or local law or regulation;
• Advocates illegal activity or discusses illegal activities with the intent to commit them;
• Violates any third-party right, including, but not limited to, right of privacy, right of publicity, copyright, trademark, patent, trade secret, or any other intellectual property or proprietary rights;
• Is harmful, threatening, abusive, harassing, tortious, indecent, defamatory, sexually explicit or pornographic, discriminatory, vulgar, profane, obscene, libelous, hate speech, violent or inciting violence, inflammatory, or otherwise objectionable;
• Interferes with any other party's use and enjoyment of the Service;
• Attempts to impersonate another person or entity;
• Is commercial in a way that violates these Terms, including but not limited to, using the Service for spam, surveys, contests, pyramid schemes, or other advertising materials;
• Falsely states, misrepresents, or conceals your affiliation with another person or entity;
• Accesses or uses the Account of another Customer without permission;
• Distributes computer viruses or other code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or electronic communications equipment;
• Interferes with, disrupts, disables, overburdens, or destroys the functionality or use of any features of the Service, or the servers or networks connected to the Service, or any of the Service;
• Hacks, or accesses without permission, our proprietary or confidential records, those of another Customer or Site Visitor, or those of anyone else;
• Improperly solicits personal or sensitive information from other Customers or Site Visitors including without limitation address, credit card or financial account information, or passwords;
• Decompiles, reverse engineers, disassembles, or otherwise attempts to derive source code from the Service, except as expressly permitted in these Terms or by law, unless and then only to the extent permitted by applicable law without consent;
• Removes, circumvents, disables, damages, or otherwise interferes with security-related features, or features that enforce limitations on use of the Service;
• Uses automated or manual means to violate the restrictions in any robot exclusion headers on the Service, if any, or bypasses or circumvents other measures employed to prevent or limit access, for example by engaging in practices such as “screen scraping,” “database scraping,” or any other activity with the purpose of obtaining lists of users or other information;
• Modifies, copies, scrapes or crawls, displays, distributes, publishes, licenses, sells, rents, leases, lends, transfers, or otherwise commercializes any materials or content on the Service;
• Downloads (other than through page caching necessary for personal use, or as otherwise expressly permitted by these Terms), distributes, posts, transmits, performs, reproduces, broadcasts, duplicates, uploads, licenses, creates derivative works from, or offers for sale any content or other information contained on or obtained from or through the Service, by any means except as provided for in these Terms or with the prior written consent of Zenapptic; or
• Attempts to do any of the foregoing.

In addition, you shall not, and shall not permit others to, do the following with respect to the Service:

• Use the Service or allow access to it in a manner that circumvents contractual usage restrictions or that exceeds authorized use or usage metrics set forth in these Terms or any applicable Enterprise Terms;
• License, sub-license, sell, re-sell, rent, lease, transfer, distribute or time share or otherwise make any portion of the Service available for access by third parties except as otherwise expressly provided in these Terms;
• Access or use the Service for the purpose of: (i) developing or operating products or services intended to be offered to third parties in competition with Zenapptic, or (ii) allowing access to your Account by a direct competitor of Zenapptic; or
• Frame the Service, place pop-up windows over its pages, or otherwise affect the display of its pages.

You acknowledge that we have no obligation to monitor your - or anyone else's - access to or use of the Service for violations of these Terms, or to review or edit any content. However, we have the right to do so for the purpose of operating and improving the Service (including without limitation for fraud prevention, risk assessment, investigation and customer support purposes, analytics, and advertising), to ensure your compliance with these Terms and to comply with applicable law or the order or requirement of a court, consent decree, administrative agency or other governmental body.

Customer Data

You are responsible for the data and information that you input or upload to the Service (“Customer Data”). You are further responsible for obtaining any necessary right and licenses for use of the Customer Data by your and Zenapptic as contemplated in these Terms. You agree that you have the legal right and authority to access, use and disclose to Zenapptic any Customer Data. You authorize Zenapptic to access, process, and use the Customer Data as necessary to perform and fulfill its obligations hereunder, including to provide the Service. You acknowledge that Zenapptic may process Customer Data in accordance with the Zenapptic Privacy Policy.

Customer Content

Zenapptic does not claim any intellectual property rights over any content you use with the Service. Content shall include, but shall not limited to, items such as: photos, images, videos, graphics, written content, audio files, code, information, or data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your Account. All content you upload to the Service remains yours. You can remove your content from your Account at any time. By uploading content, you agree: (a) to allow Zenapptic to store, and in the case of content you post publicly, display and use your content and (b) that Zenapptic can, at any time, review and delete all the content submitted to its Service. You are responsible for compliance of the content with any applicable laws or regulations. Zenapptic shall have the non-exclusive right and license to use the names, trademarks, service marks and logos to display the content on various endpoints including but not limited to: mobile phones, tablets, computer monitors, laptops, virtual environments, digital displays, and video walls.

Customer Warranties

You hereby represent and warrant to Zenapptic that: (a) you have all requisite rights and authority to use the Service under these Terms and to grant all applicable rights herein; (b) you are responsible for all use of the Service associated with its Account; (c) you are solely responsible for maintaining the confidentiality of its Account names, user names and passwords; (d) you agree to immediately notify Zenapptic of any unauthorized use of your Account of which you becomes aware; (e) you agree that Zenapptic will not be liable for any losses incurred as a result of a third party's use of your Account, regardless of whether such use is with or without your knowledge and consent; (f) you will use the Service for lawful purposes only and subject to these Terms; (g) any information you submit to Zenapptic is true, accurate, and correct; and (h) you will not attempt to gain unauthorized access to the system or the Service, other Accounts, computer systems, or networks under the control or responsibility of Zenapptic through hacking, cracking, password mining, or any other unauthorized means.

Third-Party Content

Zenapptic is not responsible for Content provided by others, including content from third-party services (such as content from social media networks, news providers, weather data providers, sports data providers, financial data providers, and more).

Zenapptic may also provide, or third parties may provide, links to other third-party websites, services, or resources that are beyond our control. We make no representations or endorsements as to the quality, suitability, functionality, or legality of any third-party content to which links may be provided, and you hereby waive any claim you might have against us with respect to such services. ZENAPPTIC IS NOT RESPONSIBLE FOR THE CONTENT ON THE INTERNET OR WEB PAGES THAT ARE LOCATED OUTSIDE THE SERVICE OR POSTS OF USER CONTENT. Your correspondence or business dealings with, or participation in promotions of third parties found on or through the Service, including payment and delivery of related goods or services, and any other terms, conditions, warranties, or representations associated with such dealings, are solely between you and such third party or partner.

You agree that we are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such partners or links to third-party websites or resources on the Service.

Third-Party Services

If you access or purchase a Third-Party Service, you do so at your own risk. Your relationship with the Third-Party Service provider is an agreement between you and them. If you access or enable a Third-Party Service, you grant them permission to access or otherwise process your data as required for the operation of the Third-Party Services. We will not be liable for disclosure, use, changes to, or deletion of your data or for losses or damages you may suffer from access to your data by a Third-Party Service. We make no representation and will have no liability or obligation whatsoever in relation to the content or use of, or correspondence, agreements or transactions with, any Third-Party Services. You must comply with all agreements and other legal requirements that apply to Third-Party Services.

Privacy

You acknowledge that, except as described in these Terms (or applicable Enterprise Terms), the information you provide to us or that we collect will be used and protected as described in the Zenapptic Privacy Policy.

You acknowledge and agree that we may access, preserve, or share any of your information when we believe in good faith that such sharing is reasonably necessary to investigate, prevent, or take action regarding possible illegal activities or to comply with legal process (e.g. a subpoena or other legal process). We may also share your information in situations involving potential threats to the physical safety of any person, violations of the Zenapptic Privacy Policy or our user agreements or terms; or to respond to the claims of violation of the rights of third parties and/or to protect the rights, property and safety of Zenapptic, our employees, users, or the public. This may involve the sharing of your information with law enforcement, government agencies, courts, and/or other organizations.

Confidential Information

“Confidential Information” shall include, but shall not be limited to, any and all information associated with a party's business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs, fess, price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. Zenapptic's Confidential Information includes all information that you receive relating to us, or to the Service, that is not known to the general public including information related to our security practices.

Each party agrees to use the other party's Confidential Information solely as necessary for performing its obligations under these Terms of Service. Each party agrees that it shall take all reasonable steps to prevent the duplication, disclosure or use of any such Confidential Information, other than (i) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such their obligations, who each shall treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such party that are at least as stringent as those contained herein; or (ii) as required by any law, regulation, or order of any court of proper jurisdiction over the parties and the subject matter contained in these Terms of Service, provided that, if legally permitted, the receiving party shall give the disclosing party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment.

Confidential Information shall not include any information that the receiving party can prove: (a) was already in the public domain, or was already known by or in the possession of the receiving party, at the time of disclosure of such information; (b) is independently developed by the receiving party without use of or reference to the other party's Confidential Information, and without breaching any provisions of these Terms of Service; or (c) is thereafter rightly obtained by the receiving party from a source other than the disclosing party without breaching any provision of these Terms of Service.

Beta Services

Zenapptic may, in its sole discretion, invite you to use pre-release or beta versions or features that are in development and not yet available to all users (“Beta Services”). Beta Services may be subject to additional terms and conditions, which Zenapptic will provide to you prior to your use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered Zenapptic Confidential Information and subject to the confidentiality provisions in this agreement. You agree that you will not make any public statements or otherwise disclose your participation in the Beta Services without Zenapptic's prior written consent. Zenapptic makes no representations or warranties that the Beta Services will function. Zenapptic may discontinue, change or not release a final or commercial version the Beta Services at any time, and, in its sole discretion. Zenapptic will have no liability for any harm or damage arising out of or in connection with a Beta Service. The Beta Services may not work in the same way as a final version.

Fees and Payments

Subscription Fees. The Customer's Subscription fees, Subscription Term, and number of Authorized Users are specified in the applicable Quotation. The Customer shall pay all fees when due and is responsible for providing complete and accurate billing information. Payment obligations are non-cancelable, and fees paid are non-refundable unless otherwise provided in writing on the Quotation. The number of Authorized Users purchased under a Subscription cannot be decreased during the applicable Subscription Term. Zenapptic reserves the right to suspend a Customer's account, in addition to all of its other available rights and remedies, in the event that the Customer's account becomes overdue. Suspension shall not relieve Customer's obligation to pay amounts due.

Taxes. Any fees charged to the Customer are exclusive of taxes. The Customer shall be responsible for all applicable taxes in connection with this Agreement including, but not limited to, sales, use, excise, value-added, goods and services, consumption, and other similar taxes or duties. Should any payment for the Service be subject to withholding tax by any government, the Customer shall reimburse Zenapptic for such withholding tax.

Modification of the Service

We reserve the right at any time to modify or discontinue the Service (or any part or content thereof). We shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

Term and Termination

These Terms are effective unless and until terminated by either you or us. You may terminate your use of the Service at any time by ceasing further use of the Service. Zenapptic is also free to terminate (or suspend access to) your use of the Service or your Account, for any reason in our discretion, including your breach of these Terms. We have the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.

If these Terms expire or are terminated for any reason: (a) any and all of your liabilities to Zenapptic that have accrued before the effective date of the expiration or termination will survive; (b) licenses and use rights granted to you with respect to the Service and intellectual property will immediately terminate; (c) Zenapptic's obligation to provide any further services to you under these Terms will immediately terminate, except any such services that are expressly to be provided following expiration or termination of these Terms. All sections of these Terms of Service which by their nature should survive termination will survive, including without limitation, accrued rights to payment, use restrictions and indemnity obligations, confidentiality obligations, warranty disclaimers, and limitations of liability.

Once your Account is terminated, we may permanently delete your Account and any or all user content associated with it. If you do not log in to your Account for 12 or more months, we may treat your Account as “inactive” and permanently delete the Account and all the data associated with it.

Warranties and Disclaimers

YOU ACKNOWLEDGE THAT YOU ARE USING THE SERVICE AT YOUR SOLE RISK, AND THE ENTIRE RISK AS TO RESULTS OBTAINED THROUGH USE OF THE SERVICE RESTS WITH YOU. TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, THE SERVICE ARE PROVIDED ON AN “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE INCLUDING BUT NOT LIMITED TO THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, COMPLETENESS, RELIABILITY, NON-INFRINGEMENT, OR ANY OTHER WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION, WHETHER ORAL, IN WRITING OR IN ELECTRONIC FORM.

ZENAPPTIC DOES NOT WARRANT THAT ACCESS TO OR USE OF THE SERVICE WILL FUNCTION WITHOUT INTERRUPTION, BE TIMELY, WILL MEET YOUR REQUIREMENTS, IS FREE OF MALICIOUS CODE OR THAT IT IS FREE OF ERRORS OR OMISSIONS, OR LOSS OR SECURITY BREACH OF TRANSMITTED INFORMATION, OR THAT NO VIRUSES WILL BE TRANSMITTED THROUGH ACCESS TO OR USE OF THE SERVICE. ZENAPPTIC MAKES NO REPRESENTATION OR WARRANTY THAT THE SERVICE WILL BE ERROR FREE OR THAT ALL ERRORS WILL BE CORRECTED.

Indemnification

Customer. You will defend, indemnify, and hold us, our affiliates, officers, directors, employees, suppliers, consultants, and agents harmless from any and all third-party claims, liability, damages, and costs (including, but not limited to, attorneys' fees) arising from or related to, as applicable: (a) your access to and use of the Service; (b) violation of these Terms by you or an Authorized User(s), as applicable; (c) infringement of any intellectual property or other right of any person or entity by you; (d) the nature of all Customer data and content processed by the Service; or (e) any products or services purchased or obtained by you in connection with the Service.

Zenapptic. If the Service becomes the subject of a claim of infringement, then Zenapptic may in its sole discretion: (a) obtain the right, at Zenapptic's expense, for the Customer to continue using the Service; (b) provide a non-infringing functionally equivalent replacement; or (c) modify the Service so that it is no longer infringing. If Zenapptic, in its sole and reasonable judgment, determines that none of the above options are commercially reasonable, then Zenapptic may suspend or terminate the Customer's use of the Service, in which case Zenapptic's sole liability shall be to provide the Customer a prorated refund of any prepaid, unused fees applicable to the remaining portion of the Subscription Term. This section states Zenapptic's sole liability and the Customer's exclusive remedy for infringement claims.

Limitation of Liability

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, ZENAPPTIC, ITS AFFILIATES, ITS SUBSIDIARIES, AND ITS THIRD-PARTY SERVICE PROVIDERS SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTIES FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA OR INFORMATION), HOWEVER IT ARISES (INCLUDING ATTORNEYS' FEES AND ALL RELATED COSTS AND EXPENSES OF LITIGATION AND ARBITRATION, OR AT TRIAL OR ON APPEAL, IF ANY, WHETHER OR NOT LITIGATION OR ARBITRATION IS INSTITUTED), REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, INCLUDING WITHOUT LIMITATION ANY CLAIM FOR BREACH OF CONTRACT, NEGLIGENCE, PERSONAL INJURY OR PROPERTY DAMAGE, ARISING FROM YOUR USE OF THE SERVICE, THIS AGREEMENT, OR ANY VIOLATION BY YOU OF ANY FEDERAL, PROVINCIAL, STATE, OR LOCAL LAWS, STATUTES, RULES, OR REGULATIONS, EVEN IF ZENAPPTIC HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

UNDER NO CIRCUMSTANCES WILL THE TOTAL AGGREGATE AMOUNT THAT ZENAPPTIC IS LIABLE TO YOU EXCEED THE SUBSCRIPTION FEE AMOUNTS PAID (EXCLUDING ANY SERVICE FEES) BY YOU TO ZENAPPTIC IN CONNECTION WITH THE SERVICE IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT ON WHICH YOUR CLAIM IS BASED.

General

Relationship of the Parties. Zenapptic and you are independent contractors, and neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other without Zenapptic's prior written authorization. These Terms are not intended to create a joint venture, partnership, franchise, or employment relationship between the parties.

Electronic Communications. You agree to receive all communications, agreements, and notices that we provide in connection with the Service (“Communications”), including, but not limited to, Communications related to our delivery of the Service via electronic means, including by e-mail, text, in-product notifications, or by posting them on the Service. You agree that all Communications we provide to you electronically satisfy any legal requirement that such Communications be in writing or be delivered in a particular manner and you agree to keep your Account contact information current.

Assignability. You may not assign your rights and obligations or delegate your responsibilities hereunder without Zenapptic's prior written consent. If consent is given, these Terms will bind your successors and assigns. Any attempt by you to transfer your rights, duties, or obligations under these Terms except as expressly provided in these Terms is void. Zenapptic may, at any time, freely assign its rights, duties, and obligations hereunder without notice to you.

Force Majeure. Neither party will be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the payment of money owed) on account of events beyond the reasonable control of such party, which may include without limitation denial-of-service attacks, ransomware attacks, pandemic, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes and material shortages, internet connectivity. The party affected by the force majeure event will provide notice to the other party within a commercially reasonable time and will use commercially reasonable efforts to resume performance as soon as practicable. Obligations not performed due to a force majeure event will be performed as soon as reasonably possible when the force majeure event concludes.

Governing Law. These Terms and any dispute of any sort that might arise shall be governed by and interpreted in accordance with the laws of the Province of Quebec, without reference to its conflict of laws provisions, and the laws of Canada applicable therein. These Terms expressly exclude the terms of the U.N. Convention on Contracts for the International Sale of Goods, which shall not apply to any transaction conducted through or otherwise involving the Service.

Venue. All disputes arising under these Terms will be referred to the courts of the Province of Quebec which will have jurisdiction, and each party hereto irrevocably submits to the jurisdiction of such courts.

Entire Agreement. These Terms and any Quotation expressly incorporated by reference constitute the final, complete, and exclusive expression of the agreement between you and Zenapptic regarding the Service provided under these Terms. These Terms supersede and the parties disclaim any reliance on previous oral and written communications (including any confidentiality agreements pertaining to the Service under these Terms) with respect to the subject matter hereof and apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. No term or condition of a Quotation, purchase order, or other document you submit to Zenapptic which is different from, inconsistent with, or in addition to the terms and conditions set forth herein will be binding upon Zenapptic. Notwithstanding the foregoing, if you have entered into a separate written agreement with Zenapptic for use of the Service, the terms and conditions of such other agreement shall prevail over any conflicting terms or conditions in this Agreement.

Trade Restrictions. You will not use or access the Service if you are located in any jurisdiction in which the provision of our Service is prohibited under Canadian, U.S. or other applicable laws (a “Prohibited Jurisdiction”) and you will not provide access to our Service to any government, entity or individual located in any Prohibited Jurisdiction. You confirm that you are not named on any Canadian or U.S. government list of persons or entities prohibited from transaction with any Canadian or U.S. person; (b) you are not a national of, or a company registered in, any Prohibited Jurisdiction; (c) you will not allow users to access or use the Service in violation of any Canadian, U.S. or other export embargoes, prohibitions or restrictions; and (d) you will comply with all applicable laws regarding the transmission of data exported from the country in which you are located to Canada and the United States.

Publicity. Zenapptic may include your name and logo on its customer lists and reference the fact that you are a customer of Zenapptic online or in presentations. However, neither party may issue a press release regarding this Agreement without the other party's prior written approval.

Language. Both parties have expressly requested that this Agreement and any ancillary document be drafted in English. Les parties ont expressément exigé que le présent contrat et tout document y afférant soient rédigés en langue anglaise.

Waiver. The waiver by either you or Zenapptic of a breach of any provision hereof will not be construed as a waiver of any succeeding breach of the same or any other provision, nor will any delay or omission on the part of such party to avail itself of any right, power or privilege that it has or may have hereunder operate as a waiver of any right, power or privilege.

Severability. If any part of these Terms is found to be illegal, unenforceable, or invalid in any respect, the remaining portions of these Terms will remain in full force and effect. If any material limitation or restriction on the grant of any license to you under these Terms is found to be illegal, unenforceable, or invalid, the license will immediately terminate.

Changes to Terms of Service. We reserve the right, at our sole discretion, to update, change or replace any part of these Terms. The most current version of the Terms will be posted on the Service and it is your responsibility to check periodically for changes. Your continued use of the Service following the effective date of any changes to these Terms constitutes acceptance of those changes. If you do not agree to the new Terms, you may not use the Service.

How to Contact Us. If you have any questions about the Service or these Terms, please contact us at legal@zenapptic.ai.