Terms of Service
Last revised on October 30th, 2014
These Terms of Service are an agreement between you and Zenput Inc., a Delaware Corporation. Zenput offers certain services for mobile data collection, storage and analysis (the "Service"). By using Zenput.com (the "Zenput Site") and/or any services accessible from it, you agree to be bound by the following terms and conditions ("Terms of Service").
1. YOU OWN YOUR DATA
You own all rights, title and interest in and to all of your data. You shall have sole responsibility for the legality, reliability, accuracy, integrity and quality of your data.
1.2 Handling of Your Data In The Event Of Termination.
You agree that following termination of your account and/or your cancellation of your subscription to the Service, Zenput may immediately deactivate your account and that, following a reasonable period of not less than 90 days, shall be entitled to delete your account, including your Data. During this 90 day period and upon your request, Zenput will grant you limited access to the Service for the sole purpose of permitting you to retrieve your data, provided that you have paid in full all good faith undisputed amounts owed to Zenput. You further agree that Zenput shall not be liable to you nor to any third party for any termination of your access to the Service or deletion of your Data, provided that Zenput is in compliance with the terms of this Paragraph 1.2.
1.3 Reasonable Data Storage.
Zenput intends to provide subscribers the ability to store data collected through the Service on Zenput's servers. If Zenput determines, in its sole discretion, that you are storing an unreasonably large amount of data (for example, an unreasonable amount of video recordings), Zenput may impose additional charges or take other steps to mitigate this burden. Zenput will provide notice to you before doing so.
2. YOUR RESPONSIBILITIES WHEN YOU USE ZENPUT
You are solely responsible for all Content created using the Service. To the extent Zenput assists you with the creation of data collection forms, you are solely responsible for verifying and testing those forms to ensure they have been created consistent with your specifications. Content means: (1) the creation of all your data collection forms (including field selection, field names, field placement and option-selection within each field); and, (2) all data submitted from mobile devices using Zenput data collection forms.
2.2 Lawful Purposes.
You agree that you will use the Service only for lawful purposes. You will comply with all applicable laws and regulations when using the Service including, without limitation, compliance with applicable privacy laws. You represent that you are not collecting any data that subjects Zenput or you to heightened data storage or protection standards (for example, the Health Insurance Portability and Accountability Act) and you will inform Zenput if you collect data subject to such standards.
2.3 Responsibility for App Users.
You are solely responsible for the following with respect to App Users (App Users are defined as all persons or entities that use the Mobile App to collect data under your subscription or account):
a. Ensuring App Users download the Mobile App to their Mobile Devices;
b. Ensuring that, after App Users receive notification on their Mobile Devices of the availability of Mobile App updates, App Users download those updates;
c. All content created by App Users; and,
d. Ensuring App Users comply with Paragraph 2.2.
3. ABOUT THE LICENSE WE GRANT YOU TO USE ZENPUT
3.1 Limited License.
Zenput grants you a revocable, non-exclusive, non-sublicensable, non-assignable, non-transferable, non-resellable license to access and use the Zenput Site, solely with supported browsers through the Internet for your own internal purposes, subject to the Terms of Service. You may not permit the Zenput Site to be used by or for the benefit of unauthorized third parties. Nothing in the Terms of Service shall be construed to grant you any right to transfer or assign rights to access or use the Zenput Site. All rights not expressly granted to you are reserved by Zenput and its licensors. You shall not (i) modify or make derivative works based upon the Zenput Site; (ii) reverse engineer or access the Zenput Site in order to (a) build a competitive product or service, (b) build a product using similar features, functions or graphics of the Zenput Site, or (c) copy any features, functions or graphics of the Zenput Site. You further acknowledge and agree that, as between the parties, Zenput owns all right, title, and interest in and to the Zenput Site, including all intellectual property rights therein.
4. PAYMENT TERMS (IT COSTS MONEY TO ACHIEVE ZEN)
4.1 Fees for the Service.
Zenput publishes on its website the fees its charges for its services. Zenput may change its subscription (or other) fees from time to time at its sole discretion. Zenput will notify you of any changes to the amount of your subscription fee at least 30 days prior to the change.
4.2 Payment Method.
You are solely responsible for ensuring Zenput has your up-to-date credit card details.
4.3 Delinquent Payment and Termination of Service.
Zenput may suspend or terminate any or all services provided for accounts that are delinquent by sixty (60) calendar days or more from the date payment is due for the Services. Zenput will provide written notice of delinquent payments after fifteen (15) and thirty (30) days, and will provide written notice of intent to suspend or terminate services (15) days before doing so. You acknowledge that suspension or termination of service will directly affect your access to Zenput Services. Zenput's handling of your Data upon termination is described in Paragraph 3.2.
5. WHEN YOU USE THE ZENPUT MOBILE APP (SOME GOOD THINGS TO KNOW)
Zenput offers some of its Services through native mobile device applications that enable you to collect data (the "Mobile App"). You understand that not all smartphones and tablets - and not all device operating systems versions - are supported. Please contact Zenput for more details.
5.2 App Users.
By using the Mobile App, you understand and agree that certain information about the App Users (defined in Paragraph 2.3), including, but not limited to, the App Users' device, mobile carrier, internet access provider and physical location may be communicated to Zenput. You also acknowledge that App Users may incur data charges by transmitting data from their mobile devices, depending on App Users' wireless data/Internet usage plans. Zenput is not responsible for any such charges. You are responsible for removing an App User's access to the Services when that App User no longer is entitled to use the Service (for example, when an employee leaves your employment). Zenput will provide online tools to enable removal/replacement/addition of users.
Zenput grants you, and your App Users, a limited, nonexclusive, nontransferable, revocable license to use the Mobile App, solely to access the Service. The terms of this license are contained in the End User License Agreement associated with the Mobile App provided at the time of download or installation. The license to use the Mobile App is automatically revoked when your account is terminated or deactivated, or if you otherwise cancel use of the Service. You shall not (and shall not allow its personnel or any third party to): (1) modify or create derivative works of any aspect of the Mobile App without the express written consent of Zenput; (2) reverse engineer, decompile, decrypt or attempt to discover any source code or underlying ideas or algorithms of the Mobile App (except to the extent that applicable law prohibits reverse engineering restrictions, in which case advance notice to Zenput of such action shall be given); or, (3) otherwise use or allow the use of the Mobile App for the benefit of any third party (including by way of multiplexing or pooling) other than as permitted by Zenput in writing. You shall be solely responsible for the compliance of each of your employees, contractors, agents and all other App Users with these terms and all applicable laws.
6. HOW WE PROTECT OUR INTELLECTUAL PROPERTY AND YOURS
All right, title, and interest, including all intellectual property rights in the Services and any associated software of Zenput or its licensors, and any updates, upgrades or modifications thereof, or in any ideas, know-how, and programs developed during the course of performance of this Agreement will remain the property of Zenput or its licensors.
6.2 Trademarks and Logos.
If you become a paying Zenput subscriber, Zenput may use your logos for Zenput's marketing purposes. You may revoke this authorization at any time.
7. TERMINATION (WHAT HAPPENS IF WE NO LONGER LOVE EACH OTHER)
Either Zenput or you may cancel your subscription at any time. If you cancel your subscription, your access to this Service will continue until the end of the month (or other period) for which you have already paid. If Zenput notifies you of its intent to cancel your subscription (other than for violation of these Terms of Service or for delinquent payment), your access to this Service will continue until the end of the month (or other period) for which you have already paid. If you have violated any of the Terms of Service, Zenput may cancel your access immediately. Delinquent payments are discussed in Paragraph 4.3.
7.2 Handling of Your Data In the Event of Termination.
In all termination situations (other than violation of the Terms of Service), for a limited time you may continue to have access to your data for the purposes of migrating it from the Service, as discussed in Paragraph 1.2. If you violate these Terms of Service, we may, at our sole discretion, arrange alternative means to provide you with your data.
8. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY (STUFF OUR LAWYER MADE US SAY)
8.1 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 Zenput Site and Service 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 SITE AND SERVICE ARE 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 SITE OR SERVICE WILL MEET YOUR REQUIREMENTS OR WILL BE ERROR FREE OR THAT ANY ERRORS WILL BE CORRECTED; (II) THE OPERATION OF THE ZENPUT SERVICE WILL BE UNINTERRUPTED; OR (III) THE ACCURACY, TIMELINESS, COMPLETENESS, OR ADEQUACY OF THE ZENPUT SITE OR SERVICE AND ANY DATA ACCESSED THEREFROM. INFORMATION PROVIDED THROUGH THE ZENPUT SITE OR SERVICE 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 SITE OR SERVICE OR THE USE OF ALL OR ANY FEATURES OR TECHNOLOGY IN THE ZENPUT SITE OR SERVICE AT ANY TIME WITHOUT PRIOR NOTICE TO YOU. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
8.2 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 AGREEMENT OR THE USE OF OR INABILITY TO USE THE ZENPUT SITE OR SERVICE 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 AGREEMENT OR THE SERVICE, TO THE FULLEST EXTENT POSSIBLE UNDER APPLICABLE LAW, EXCEED THE AMOUNT PAID, IF ANY, BY YOU FOR THE ZENPUT SERVICE. 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.
9. INDEMNITY (WHAT HAPPENS IF YOU DO SOMETHING BAD THAT HURTS MORE THAN OUR FEELINGS)
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 Zenput Site or Service, or your violation of these Terms of Service.
10. ARBITRATION (WHAT TO DO IF YOU REALLY REALLY DON'T LIKE US)
10.1 Arbitration Requirement.
YOU AND ZENPUT AGREE THAT ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING IN ANY WAY TO THESE TERMS OR ZENPUT'S SITE OR SERVICE, 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..
10.2 Choice of Law and Venue.
These Terms of Service 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 brought and resolved in San Francisco, California.
11. OTHER STUFF OUR LAWYER MADE US SAY (AND WANTED TO CALL "MISCELLANEOUS")
11.2 Force Majeure.
Neither party will be liable for, or be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any cause or condition beyond such party's reasonable control (including, but not limited to: fire, explosion, earthquake, storm, flood, wind, drought and act of God or the elements; court order; act, delay or failure to act by civil, military or other governmental authority; strike, lockout, labor dispute, riot, insurrection, sabotage, acts of terrorism, declared or undeclared war; unavailability of required parts, materials or other items; and act, delay or failure to act by the other party or any third party); provided that such party uses its best efforts to promptly overcome or mitigate the delay or failure to perform. This Section will not apply to any monetary obligation of either party
The section and sub-section titles in these Terms of Service are provided solely for convenience and have no legal or contractual significance.
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 these Terms of Service or portion thereof, to be unenforceable, that provision of these Terms of Service shall be enforced to the fullest extent permissible, and the remainder of these Terms of Service shall continue in full force and effect.
You may not assign your rights under these Terms of Service to any party without Zenput's consent, and any such assignment is void.
Nothing in these Terms of Service 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.
11.8 Entire Agreement.
These Terms of Service 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.
11.9 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, 12 Gough Street, First Floor, San Francisco, CA 94103. E-mail: support@Zenput.com