MOBILE APPLICATION EULA

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS MOBILE APP.

BY USING THE MOBILE APP, CLICKING AGREE OR OTHER FORM OF ASSENT, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT. IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF OR FOR THE BENEFIT OF YOUR EMPLOYER OR A THIRD PARTY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY AUTHORITY TO AGREE TO THIS AGREEMENT ON THEIR BEHALF.

This agreement is between Zenput, Inc, a California corporation (Zenput), and the User agreeing to these terms (User). The mobile application downloaded by User (Mobile App) is licensed and not sold.

 

1. SCOPE.

This agreement describes the licensing of the Mobile App downloaded by User.

 

2. LICENSE, DATA AND UPGRADES.

  1. License. Subject to the other terms of this agreement, Zenput grants User a term-based, non-exclusive, non-transferable license to use the Mobile App in order to support User’s use of its subscription to Zenput’s software as a service.

  2. User Data.  All data uploaded through the Mobile App remains the property of User, as between Zenput and User (User Data).  User grants Zenput the right to use the User Data solely for purposes of performing under this agreement and as further set forth in the Mobile App privacy policy.

  3. Mobile Device. User must have a mobile device that is compatible with the Mobile App. Zenput does not warrant that the Mobile App will be compatible with User’s mobile device.

  4. Upgrades. User acknowledges that Zenput may, from time to time, issue upgraded versions of the Mobile App, and may automatically electronically upgrade the version of the Mobile App that User is using on its mobile device. User consents to such automatic upgrading on its mobile device, and agrees that the terms and conditions of this agreement will apply to all such upgrades.
     

3. DISCLAIMER.

ZENPUT DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. USER UNDERSTANDS THAT THE MOBILE APP MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED.
 

4. MUTUAL CONFIDENTIALITY.

  1. Definition of Confidential Information. Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally, visually, or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). The Mobile App is Zenput’s Confidential Information.

  2. Protection of Confidential Information. The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care), and it may not disclose or use any Confidential Information of the Discloser for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement.

  3. Exclusions. Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser; (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser; (iii) is received from a third party without breach of any obligation owed to Discloser; or (iv) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order.
     

5. PROPERTY.

  1. Reservation of Rights. The Mobile App, and all right, title, and interest in it, including all associated intellectual property rights, remains only with Zenput and its licensors. The Mobile App is protected by applicable copyright and other intellectual property laws. User may not remove any product identification, copyright, trademark, or other notice from the Mobile App. Zenput reserves all rights unless expressly granted in this agreement.

  2. Restrictions. User may not: (i) transfer, assign, sublicense, rent the Mobile App, create derivative works of the Mobile App, or use it in any type of service-provider environment; (ii) reverse engineer, decompile, disassemble, or translate the Mobile App; (iii) evaluate the Mobile App for the purpose of competing with Zenput; or (iv) operate the Mobile App other than in accordance with its technical documentation.
     

6. TERM AND TERMINATION.

  1. This agreement continues in effect until terminated by either party for convenience at any time.

  2. Upon termination of this agreement or a license for any reason, User must discontinue using the Mobile App.
     

7. LIABILITY LIMIT.

  1. Exclusion of Indirect Damages. Zenput is not liable for any indirect, special, incidental, or consequential damages arising out of or related to this agreement (including, without limitation, costs of delay; loss of or unauthorized access to data or information; and lost profits, revenue, or anticipated cost savings), even if it knows of the possibility or foreseeability of such damage or loss.

  2. Total Limit on Liability. Zenput's total liability arising out of or related to this agreement (whether in contract, tort, or otherwise) does not exceed $100.
     

8. GOVERNING LAW AND FORUM.

This agreement is governed by the laws of the State of California (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this agreement. Any suit or legal proceeding must be exclusively brought in the federal or state courts for San Francisco County, California, and User submits to this personal jurisdiction and venue. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any litigation is entitled to recover its attorneys' fees and costs from the other party.

 

9. OTHER TERMS.

  1. Entire Agreement and Changes. This agreement constitutes the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. User is not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise, or inducement not included in this agreement is binding. This agreement may be modified through an online process provided by Zenput.

  2. No Assignment. Neither party may assign or transfer this agreement to a third party, nor delegate any duty, except that the agreement and all orders may be assigned, without the consent of the other party, as part of a merger or sale of all or substantially all the businesses or assets of a party.

  3. Independent Contractors. The parties are independent contractors with respect to each other.

  4. Enforceability and Force Majeure. If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Except for the payment of monies, neither party is liable for events beyond its reasonable control, including, without limitation, force majeure events.

  5. Money Damages Insufficient. Any breach by a party of this agreement or violation of the other party's intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach of this agreement.

  6. Apple App Store. If Customer downloaded the Mobile App from the Apple App Store, the terms attached hereto as Exhibit A apply and are incorporated herein.

  7. Feedback. If User provides feedback or suggestions about the Mobile App, then Zenput (and those it allows to use its technology) may use such information without obligation to User.

Last Revised May 31, 2022.