End User License Agreement
Last revised on May 17th, 2017
IMPORTANT - THIS AGREEMENT AFFECTS YOUR RIGHTS AND CONTAINS DETAILS ABOUT:
- How each form you submit may contain your GPS location and time of submission (see Section 3.2)
- Your responsibilities while using the App (see Section 2)
- How you must resolve disputes with Zenput in arbitration (see Section 7.1)
- Limitations on Zenput's liability to you (see Section 5.2)
Please read this document in its entirety. This End User License Agreement ("Agreement" or "EULA") IS A LEGAL AGREEMENT between you (either an individual or a single entity) and Zenput, Inc. By downloading, installing, or using the Zenput application for Android, iOS or other mobile platform ("Zenput App"), and/or by selecting the "Sign Up" or "Agree" button (or similar language of assent) in connection with this Agreement, you agree to be bound by the terms of the Agreement.
1. Your Use of the App
1.1 License to Use the App.
Subject to the terms of this EULA, Zenput hereby grants you a limited, personal, revocable, non-exclusive, non-sublicensable, non-assignable, non-transferable, non-resellable license and right to use the Zenput App for the sole purpose of accessing Zenput services on any mobile device you own or control.
1.2 License Restrictions.
Except as expressly specified in this EULA, you may not: (a) copy or modify the Zenput App; (b) transfer, sublicense, lease, lend, rent or otherwise distribute the Zenput App to any third party; or (c) use the Zenput App in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this EULA. You acknowledge and agree that portions of the Zenput App, including, without limitation, the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets of Zenput and its licensors. Accordingly, you agree not to disassemble, decompile or otherwise reverse engineer any components of the Zenput App provided in object code or any other Zenput products or services, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law notwithstanding this prohibition.
2.Your Responsibilities With Respect to the App
2.1 App Updates.
If you receive a notification within the Zenput App, or via the Apple App Store or Google Play Store, that an update is ready for you to download, you must download it before continuing to use the Zenput App. Using the Zenput App without updating it to the latest version may cause certain features not to function correctly - you do so at your own risk.
2.2 Your Data Plan.
Zenput is not responsible for any mobile data charges you incur while using the Zenput App.
2.3 Offline Use.
If you attempt to submit data when your mobile device does not internet access, the data will not be submitted until the next you open the Zenput App on your mobile device when your device has internet access.
2.4 General Responsibilities.
You agree to comply with all applicable laws, rules and regulations when using the Zenput App. You will not use the Zenput App to infringe anyone's rights, including, without limitation, any intellectual property rights of any person or entity. You will not use the Zenput App in any way that may be deemed offensive, indecent or objectionable.
3.2 Use of your GPS Location and Time Stamping.
When you click "Submit" on any form within the Zenput App, the Zenput App will record your location at that time using your mobile device's GPS function. The time will also be recorded. You can disable the GPS functionality by going to your mobile device's Settings.
4. Intellectual Property
4.1 Intellectual Property Rights.
The Zenput App is licensed, not sold to you. You acknowledge and agree that any and all intellectual property rights (the "IP Rights") in the Zenput App are and shall remain the exclusive property of Zenput. Nothing in this EULA intends to or shall transfer any IP Rights to, or to vest any IP Rights in you. You are only entitled to the limited use of the rights granted to you in this EULA. You will not take any action to jeopardize, limit or interfere with the IP Rights. You acknowledge and agree that any unauthorized use of the IP Rights is a violation of this EULA, as well as a violation of applicable intellectual property laws.
4.2 Third Party Rights.
You acknowledge and understand that all title and rights in and to any third party content that is contained or accessed through Zenput services, is the property of the respective content owners and may be protected by applicable patent, copyright, or other intellectual property laws and treaties. You agree that such third parties may enforce their rights against you directly in their own name.
In the course of using the Zenput App, you may provide Zenput with feedback, including but not limited to suggestions, observations, errors, problems, and defects regarding the Zenput App or other Zenput services (collectively "Feedback"). You hereby grant Zenput a worldwide, irrevocable, perpetual, royalty-free, transferable and sub-licensable, non-exclusive right to use, copy, modify, distribute, display, perform, create derivative works from and otherwise exploit all such Feedback.
5. Disclaimer of Warranties and Limitation of Liability
5.1 Disclaimer of Warranties.
In addition to the limitations of Zenput's liability expressly contained in this Agreement, you assume all the responsibility and risk for your use of the Software and the results and performance thereof, and your use of any data collection forms created or developed (in whole or in part) by parties other than Zenput. THE ZENPUT APP IS PROVIDED TO YOU ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND. ZENPUT DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ZENPUT OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT. ZENPUT DOES NOT REPRESENT OR WARRANT THAT: (I) THE ZENPUT APP OR ANY THIRD PARTY SOFTWARE WILL MEET YOUR REQUIREMENTS OR WILL BE ERROR FREE OR THAT ANY ERRORS WILL BE CORRECTED; (II) THE OPERATION OF THE ZENPUT APP OR ANY THIRD PARTY SOFTWARE WILL BE UNINTERRUPTED; OR (III) THE ACCURACY, TIMELINESS, COMPLETENESS, OR ADEQUACY OF THE ZENPUT APP, ANY THIRD PARTY SOFTWARE AND ANY DATA ACCESSED THEREFROM. INFORMATION PROVIDED THROUGH THE ZENPUT APP MAY BE DELAYED, INACCURATE, OR CONTAIN ERRORS OR OMISSIONS. THE ZENPUT GROUP (DEFINED BELOW) AND ZENPUT'S THIRD PARTY LICENSORS WILL HAVE NO LIABILITY WITH RESPECT THERETO. ZENPUT MAY CHANGE OR DISCONTINUE ANY ASPECT OR FEATURE OF THE ZENPUT APP OR THE USE OF ALL OR ANY FEATURES OR TECHNOLOGY IN THE ZENPUT APP OR THE THIRD PARTY SOFTWARE AT ANY TIME WITHOUT PRIOR NOTICE TO YOU. YOUR ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE ZENPUT APP IS TO UNINSTALL AND CEASE USE OF THE SOFTWARE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
5.2 Limitation of Liability.
IN NO EVENT WILL ZENPUT, ITS AFFILIATED ENTITIES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AUTHORIZED AGENTS (COLLECTIVELY, THE "ZENPUT GROUP") AND ZENPUT'S THIRD PARTY LICENSORS BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST DATA, LOST PROFITS, LOSS OF GOODWILL, LOST REVENUE, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS EULA OR THE INSTALLATION OR USE OF OR INABILITY TO USE THE ZENPUT APP OR ANY THIRD PARTY APPLICATION UNDER ANY THEORY OF LIABILITY, INCLUDING BUT NOT LIMITED TO CONTRACT OR TORT (INCLUDING PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), AND WHETHER OR NOT THE ZENPUT GROUP OR ITS THIRD PARTY LICENSORS WERE OR SHOULD HAVE BEEN AWARE OR ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED HEREIN. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IN NO EVENT SHALL ZENPUT'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS EULA, TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW, EXCEED THE AMOUNT PAID, IF ANY, BY YOU FOR THE ZENPUT APP. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY, SUCH AS FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
To the maximum extent permitted by law, You agree to defend, indemnify and hold the Zenput Group harmless from and against any and all claims, suites, losses, liability, costs or expenses (including but not limited to reasonable attorneys fees) arising from or incurred as a result of your use of the Software, including your downloading, installation, or use of the Software, or your violation of this EULA.
7. Disputes between you and Zenput
7.1 Arbitration Requirement.
YOU AND ZENPUT AGREE THAT ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING IN ANY WAY TO THIS EULA OR ZENPUT'S SERVICES, SHALL BE DETERMINED BY BINDING ARBITRATION INSTEAD OF IN COURTS OF GENERAL JURISDICTION. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND ZENPUT ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. This arbitration provision shall survive termination of this Agreement.
The arbitration will be governed by the Commercial Arbitration Rules and, if appropriate, the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"). YOU AND ZENPUT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Zenput agree otherwise, the arbitrator may not consolidate more than one person's claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration provision shall be null and void. The arbitrator shall decide any issues relating to the enforceability and/or applicability of the arbitration provisions of this Agreement to the dispute. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.
Zenput may modify this Agreement from time to time and such modification shall be effective for existing Zenput App users twenty-one (21) days after Zenput informs users either within the Zenput App, or by e-mail, of the modification. Continued use of the Zenput App constitutes acceptance of the amended Agreement. If you do not agree to the modification, you must cease your use of the Zenput App.
The section and sub-section titles in this EULA are provided solely for convenience and have no legal or contractual significance.
8.3 Choice of Law and Venue.
This EULA shall be governed by and interpreted under the laws of the State of California, without regard to its conflicts of laws provisions. You agree that any legal proceedings must be resolved in San Francisco, California.
The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
If for any reason a tribunal of competent jurisdiction finds any provision of his EULA or portion thereof, to be unenforceable, that provision of this EULA shall be enforced to the fullest extent permissible, and the remainder of this EULA shall continue in full force and effect.
You may not assign your rights under this EULA to any party without Zenput's consent, and any such assignment is void.
Nothing in this EULA will be construed as creating a joint venture, partnership, employment or agency relationship between you and Zenput, and you do not have any authority to create any obligation or make any representation on Zenput's behalf.
8.8 Entire Agreement.
This EULA and all the policies referenced herein constitute the entire agreement between Zenput and you concerning the subject matter hereof, and it may only be modified by written agreement by a Zenput official with authority to legally bind Zenput.
8.9 Contacting Zenput.
If you have any questions about the Zenput app, please visit our website at www.Zenput.com. If you have any questions, complaints and/or claims, you may contact Zenput at: Zenput, 235 Montgomery St, Suite 650, San Francisco, CA 94104. E-mail: support@Zenput.com