Date of Last Revision: August 9, 2022
1.1 ZENTACLE PRODUCTS
1.2 ARBITRATION NOTICE AND className ACTION WAIVER
PLEASE NOTE THAT THESE TERMS CONTAIN AN ARBITRATION AGREEMENT. EXCEPT FOR CERTAIN TYPES OF DISPUTES AS LISTED IN THE ARBITRATION AGREEMENT, YOU AND ZENTACLE AGREE THAT DISPUTES RELATING TO THESE TERMS OR YOUR USE OF THE PRODUCTS WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION, AND YOU AND ZENTACLE WAIVE ANY RIGHT TO PARTICIPATE IN A className-ACTION LAWSUIT OR className-WIDE ARBITRATION.
1.3 CONSENT TO COMMUNICATION
PLEASE BE AWARE THAT SECTION 3.4 OF THESE TERMS CONTAINS YOUR OPT-IN CONSENT TO RECEIVE COMMUNICATIONS FROM US, INCLUDING VIA E-MAIL, PHONE CALL, TEXT MESSAGE, AND PUSH NOTIFICATION.
1.4 SUBSCRIPTION RENEWAL TERMS
IF YOU PURCHASE A SUBSCRIPTION (AS DEFINED BELOW) TO THE SERVICES FOR A TERM (THE “INITIAL TERM”), THEN YOUR SUBSCRIPTION WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT ZENTACLE THEN-CURRENT FEE FOR SUCH SERVICES UNLESS YOU OPT OUT OF THE AUTO-RENEWAL / DECLINE TO RENEW YOUR SUBSCRIPTION IN ACCORDANCE WITH SECTION 3.5(f) BELOW.
1.5 BASIS OF LICENSE
AS PART OF YOUR ACCESS TO AND USE OF THE PRODUCTS, YOU AFFIRMATIVELY CONSENT TO THE PROCESSING AND STORAGE OF YOUR PERSONAL INFORMATION IN THE UNITED STATES, INCLUDING THE PROCESSING AND STORING OF YOUR PERSONAL INFORMATION IN THE UNITED STATES FOR THE PURPOSES OF PROCESSING PAYMENTS AND TRACKING INDIVIDUAL USE OF THE PRODUCTS. BY VIEWING, ACCESSING, OR OTHERWISE USING THE PRODUCTS, YOU ACKNOWLEDGE THAT YOU UNDERSTAND AND AGREE THAT THE UNITED STATES MAY NOT HAVE THE SAME LEVEL OF PROTECTIONS FOR YOUR PERSONAL INFORMATION THAT EXIST IN YOUR COUNTRY OF RESIDENCE, AND YOU NONETHELESS CONSENT TO THE PROCESSING AND STORAGE OF YOUR PERSONAL INFORMATION IN THE UNITED STATES. WE WILL TAKE MEASURES AS REQUIRED TO COMPLY WITH APPLICABLE LAW REGARDING THE TRANSFER, STORAGE AND USE OF CERTAIN PERSONAL INFORMATION.
1.6 CHANGES TO TERMS
Zentacle reserves the right, in its sole discretion, to change or update these Terms, or any other of our policies or practices, at any time. If we make any material changes to these Terms, we will notify users by posting such changed or updated Terms on this page, and indicate the date these Terms were last revised. We may also provide notice of such changes through the Products’ user interface, in an email notification or through other reasonable means. Any changes or updates will be effective immediately for new users of the Products, and the sooner of (i) thirty (30) days after posting, or (ii) upon acceptance of such updated Terms for existing users of the Products. Your continued use of the Products after any changes are made constitutes your agreement to abide by the updated Terms.
2.1 Subject to your ongoing compliance with these Terms, and payment of all applicable fees, Zentacle grants you a limited, non-exclusive, non-transferable, revocable license to stream, download and make personal non-commercial use of the Products. 2.2 The Products contain or embody copyrighted material, proprietary material or other intellectual property of Zentacle or its licensors. All right, title and ownership in the Products remain with Zentacle or its licensors, as applicable. The rights to download and use the Products are licensed to you and are not being sold to you, and you have no rights in them other than to use them in accordance with this License Agreement and our other Terms. 2.3 A limited amount of Materials (as defined below) may be marked and authorized by Zentacle for users to share in their personal social channels (Facebook, Twitter, etc.), as part of your blog or other online commentary, analysis or review (“User Commentary”) in accordance with the functionality of the Products (such Materials, the “Distribution Content”). Zentacle grants you a limited right to download, reproduce and distribute Distribution Content over the internet solely as part of your User Commentary. You may modify such Distribution Content solely as required to technically enable the display and distribution of such Distribution Content (e.g., a change in video format or file size) provided such modification does not materially alter the substance or quality of such Distribution Content. Your display and distribution of Distribution Content may also be subject to other terms and conditions that are set forth in the description of such content in the Products, such as time-limited restrictions on display and distribution of Distribution Content. You agree not to publish the Distribution Content with other content that is false, inaccurate, or misleading or that is, or that encourages activity or conduct that is, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable. Distribution Content may contain trackers that enable us to collect information with respect to the distribution and consumption of such content. Zentacle reserves the right to discontinue providing any Distribution Content at any time, or to direct you to cease displaying, or otherwise using, any Distribution Content for any or no reason, without liability to you or any third party. 2.4 You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link from any website that is not owned by you. The Products must not be framed on any other website, nor may you create a link to any part of the Products unless you have written permission to do so from Zentacle. We reserve the right to withdraw such permission immediately upon written notice to you. The website from which you are linking must comply in all respects with the content standards set out in our acceptable use policy. If you wish to make any use of Materials (as defined below) on or in the Products other than that set out above, please address your request to email@example.com. 2.5 You agree that you will not and you will not assist or permit any third party to: (a) copy, store, reproduce, transmit, modify, alter, reverse-engineer, emulate, de-compile, or disassemble the Products in any way, or create derivative works of the Products; (b) use the Products or any part of them to create any tool or software product that can be used to create software applications of any nature whatsoever; (c) rent, lease, loan, make available to the public, sell or distribute the Products in whole or in part; (d) tamper with the Products or circumvent any technology used by Zentacle or its licensors to protect any content accessible through the Products; (e) circumvent any territorial restrictions applied to the Products; or (f) use the Products for any commercial purpose without the express written consent of Zentacle. Except as expressly set forth in these Terms, you may not otherwise download, display, copy, reproduce, distribute, modify, perform, transfer, create derivative works from, sell or otherwise exploit any content, code, data or Materials in the Products. If you make other use of the Products, or the content, code, data or Materials thereon, except as otherwise provided above, you may violate copyright and other laws of the United States, other countries, as well as applicable state laws and may be subject to liability for such unauthorized use. Zentacle will enforce its intellectual property rights to the fullest extent of the law, including without limitation seeking criminal prosecution. 2.6 If you purchase a Subscription, such Subscription may include the right to create and reproduce an unlimited number of hard copy reproductions of certain Materials (as defined below) contained in the Products for your personal, in-house business, or intra-institutional use, subject to the property rights notice and credit requirements set forth below. Any included Zentacle or third party copyright notices must appear in legible form on or adjacent to each reproduction. You may distribute hard copy reproductions on paper in accordance with this section, as long as the reproductions are distributed without charge, in a non-commercial manner and for non-commercial purposes. We ask that you obtain a supplemental license in writing from Zentacle before you reproduce any reproductions in a publication that is for sale or resale or that contains paid advertisements.
MEMBERSHIPS AND SUBSCRIPTIONS
3.1 BECOMING A MEMBER
- You may sign up as a registered user of the Products (a “Member”) free of charge. To sign up as a Member, you must create an account (“Member Account”) by submitting your email address to us through the relevant section of the Product, and creating a password to be used in conjunction with that email address. You are responsible for maintaining the confidentiality of your Member Account and password and for restricting access to your Device.
- By placing an Order through the Products, becoming a Member, or otherwise using the Products, you warrant that:
- You are legally capable of entering into binding contracts.
- All registration information you submit is truthful and accurate.
- You will maintain the accuracy of such User Information.
- Your use of the Products does not violate any applicable law or regulation.
3.2 USER INFORMATION
You are responsible for maintaining the confidentiality of your Member Account, password and other User Information and for restricting access to your Device to further help protect such information. You are responsible for keeping your User Information up-to-date. Zentacle will not be liable for any loss or damage arising from your failure to comply with this Section.
3.3 USE OF ZENTACLE BY MINORS
You must be 18 years of age, or the age of majority in your province, territory or country, to become a Member. Individuals under the age of 18, or the applicable age of majority in such individual’s jurisdiction, may utilize the Products only with the supervision and consent of a parent or legal guardian, under such parent or guardian’s Member Account and otherwise subject to these Terms. Individuals under the age of 13 may not access or use the Products.
3.4 COMMUNICATIONS FROM ZENTACLE
As a Zentacle Member, you will receive access to certain features and functions of the Products that are not available to non-Members. By agreeing to become a Member you opt-in to receiving occasional special offers, marketing materials, surveys and Product-based communication emails. You can unsubscribe from Zentacle commercial emails by following the opt-out instruction in these emails. Zentacle memberships and Subscriptions (as defined below) are not transferable and therefore cannot be sold or exchanged or transferred in any way whatsoever. By using the Mobile Services (as defined below), you agree that we may communicate with you regarding Zentacle and other entities by SMS, MMS, text message or other electronic means to your Device, including push notifications and calls, and that certain information about your usage of the Mobile Services may be communicated to us. In the event you change or deactivate your mobile telephone number, you agree to promptly update your User Information to ensure that your messages are not sent to the person that acquires your old number.
- Payment processing for the Products will be performed by one of Zentacle third-party payment processors (such processors collectively, “Payment Processor”). Your use of the payment processing provided by the Payment Processor may be subject to additional terms, as provided by the Payment Processor processing your respective transaction and as may be modified by such Payment Processor from time to time (collectively, the “Payment Processor Agreement”). As a condition of using the Payment Processor’s payment processing, you must provide accurate and complete information in connection with such payment processing, and you authorize us to share this information with the Payment Processor and to charge your Payment Method for all amounts that may become due under this Agreement. All bank, credit card, or other payment information is sent directly to and stored with the Payment Processor using its security protocols. Zentacle does not store your payment information on its systems and shall not have any responsibility for the safety or security of that information. Your use of the Payment Processor’s payment processing is conditioned upon your compliance with the Payment Processor Agreement, and if the Payment Processor Agreement is terminated by the Payment Processor, you may not be able to purchase a Subscription (as defined below), or you may have your use of the Products suspended or terminated. We may change or add other payment processing services at any time upon notice to you, which may be subject to additional terms or conditions.
- Zentacle users may access the Products in three ways:
- Browsing the Website or using the Apps without creating a Member Account. We make certain features and information available to users without creating a Member Account. Such users are still subject to these Terms and any applicable Supplemental Terms.
- Free Zentacle Member Account. Certain additional information and many Product features are available to holders of free Member Accounts. All Members are subject to these Terms and any applicable Supplemental Terms.
- Paid Zentacle Pro Subscription. We offer a subscription fee-based program, which gives you access to certain premium Products for which access and use is purchased on a time-limited basis (each, a “Subscription”).
- You can purchase a Subscription through the Website or within the Apps in accordance with the functionality of such Products. If you purchase a Subscription through the Website, we offer a 30-day money-back guarantee. If you are not satisfied with the Zentacle Pro service, email firstname.lastname@example.org within 30 days of your initial Order and provide all details requested related to your Order and we will cause our Payment Processor to initiate a refund to your payment to the credit card or other approved payment method (“Payment Method”) with which you placed the Order. PLEASE NOTE THAT ALL SUBSCRIPTIONS PURCHASED THROUGH THE APPLE APP STORE, GOOGLE PLAY STORE, OR OTHERWISE THROUGH THE FUNCTIONALITY OF OUR APPS (EACH, A “DISTRIBUTION CHANNEL”) ARE GOVERNED BY THE TERMS OF SUCH DISTRIBUTION CHANNEL AND MAY BE FINAL, AND WE WILL NOT PROVIDE ANY REFUND FOR SUCH SUBSCRIPTIONS. Your Order through the Apple App Store will be subject to Apple’s then-current payment policy, which may not provide for refunds. Your Order through the Google Play Store will be subject to Google’s applicable payment policy, which also may not provide for refunds. You agree to immediately notify us and/or the applicable Distribution Channel of any change in your billing address or other payment information. Your Payment Method agreement governs your use of the designated Payment Method, and you must refer to that agreement to determine your rights and liabilities thereunder. These Terms are between you and Zentacle only, and not with the applicable Distribution Channel or any other third parties. To the extent that you utilize any other third party products and services in connection with your use of the Products, you agree to comply with all applicable terms of any agreement for such third party products and services. In no event will Zentacle be responsible for the actions or inactions of any third party, including any Distribution Channel, Payment Processor, or Payment Method, including but not limited to system downtime or payment service outages, and any billing or fee disputes related thereto are between you and such Distribution Channel, Payment Processor, or Payment Method.
- The fee for a Subscription is billed at the start of the Initial Term and subject to automatic renewal. By providing our Payment Processor or the App Store or other marketplace from which you purchase a Subscription with your Payment Method, you acknowledge and agree that our Payment Processor and/or such App Store or marketplace, as applicable are authorized to charge your Payment Method for all charges due and payable under your Member Account, including:
- Fees for the Initial Term at the rate secured at the time of purchase;
- Fees for any Subscription term after the Initial Term (each, a “Renewal Term”). After your Initial Term, and again after any subsequent Renewal Term, your Subscription will automatically renew on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period at Zentacle’s then-current price for such Subscription. You acknowledge and agree that you may be subject to this automatic renewal feature (even if you otherwise terminate your Member Account) unless you cancel your Subscription prior to the Renewal Commencement Date as set forth in Section 3.5(f) or in accordance with any agreement between you and the Distribution Channel through which you purchased the Subscription, if applicable. If you do not cancel your Subscription before the Renewal Commencement Date, your Payment Method will be charged for a Subscription for the Renewal Term. If your Subscription was purchased through the Website, and you mistakenly renewed your Subscription, email email@example.com within 30 days of your Renewal Commencement Date and we may refund your renewal payment. Refunds cannot be claimed for any partial subscription period after the first 30 days from any such renewal. Please note that if your Subscription is renewed through the Apple App Store or our iPhone application, the sale is final, and we will not provide a refund. Your purchase will be subject to Apple’s applicable payment policy, which also may not provide for refunds. If your Subscription is renewed through the Google Play Store, the sale is final and we will not provide a refund. Your purchase will be subject to Google’s applicable payment policy, which also may not provide for refunds.
- Free Trials and Other Promotions. Certain Subscription offerings may be available on a free trial or other promotional basis (a “Promotional Offer”), the period of which will be communicated to you via the Products. Unless otherwise expressly set forth, your use of any such Subscription will expire at the end of the Promotional Offer period, and any further use of such Products is prohibited unless you purchase a Subscription to such Products. To the extent expressly indicated at the time of signing up for a Promotional Offer, your Promotional Offer may automatically convert to a paid Subscription and your Payment Method will be charged for the applicable Subscription at the expiration of your Promotional Offer unless you cancel the Subscription in accordance with Section 3.5(f) before the Promotional Offer ends. If you fail to cancel the Subscription before the Promotional Offer ends, you will be responsible for payment for the full term of the Subscription period. Unless otherwise expressly stated, any Promotional Offer must be used within the specified time of such promotion. Any promotion code or offer provided by us may not be used in conjunction with any other promotion code or offer, past or present. Introductory offers are only available to new users of the Products, except where expressly stated otherwise. Unless otherwise set forth in the terms of any promotion, all pricing promotions or discounts will apply to the Initial Term, and any renewals will be charged at the rate in effect at the time of renewal for the type of Subscription purchased.
- Our multi-year Subscriptions are paid for by an upfront one-time payment and the Subscription term will end after the period indicated when you purchased such Subscription. Multi-year Subscriptions are not subject to automatic renewal terms.
- If you have purchased a Subscription designated a “Lifetime Subscription,” such Subscription and your access to the Products will terminate the sooner of (i) one hundred (100) years from the date of purchase of such Subscription or (ii) Zentacle ceasing to commercially offer the Products to which you have subscribed.
- You may cancel automatic renewals of a Subscription purchased through the Website at any time prior to the Renewal Commencement Date in your Member Account at Zentacle.com, or by emailing firstname.lastname@example.org. Please note that if you purchase a Subscription through the Apple App Store or our iPhone App, you may cancel automatic renewals by selecting Manage App Subscriptions in your Apple Account settings and selecting the Subscription you want to modify, or otherwise in accordance with the current functionality of that platform. If you purchase an Annual Subscription through the Google Play store you may cancel automatic renewals in account settings under Subscriptions in the Google Play app, or according to the then-current process outlined by Google Play, or otherwise in accordance with the current functionality of that platform.
- You are responsible for all applicable fees and charges incurred by your Member Account, including applicable taxes and all Subscriptions purchased by you.
- The Payment Processor may receive and implement updated credit card information from your credit card issuer in order to prevent your Subscription from being interrupted by an outdated or invalid card. This disbursement of the updated credit card information is provided to the Payment Processor at the sole election of your credit card issuer. Your credit card issuer may give you the right to opt-out of the update service. Should you desire to do so, please contact your credit card issuer.
- Our obligation to provide any Products that you have ordered through the Website pursuant to a Subscription only comes into being when we confirm your purchase to you by email. We shall confirm your Order and send you an email to confirm your access to the Subscription purchased. Please quote the Order number in all subsequent correspondence with us related to such Order. Prices in US Dollars and Euros include local taxes. All prices in Pound Sterling include VAT unless otherwise stated. You agree not to hold us responsible for any banking charges or other fees incurred due to payments on your Member Account. If payment is not received by us from the Payment Method you provided pursuant to an Order, you agree to pay all amounts due upon demand by us. You agree that you are not permitted to resell any Products purchased through Zentacle.
3.6 DEVICE REQUIREMENTS
The Products include certain services that are available via a mobile device, including (i) the ability to browse the Website from a mobile device and (ii) the ability to access certain features through an App downloaded and installed on a Device (collectively, the “Mobile Services”). To the extent you access the Products through a Device, your wireless service carrier’s standard charges, data rates and other fees may apply. In addition, downloading, installing, or using certain Mobile Services may be prohibited or restricted by your carrier, and not all Mobile Services may work with all carriers or devices.
3.7 CHANGING FEES AND CHARGES
We may at any time and from time to time, in our sole discretion, change the fees and charges, or add new fees and charges, in relation to any of the Products. We will notify you at least 30 calendar days in advance of any such change. Your continued use of the Products after the price change becomes effective constitutes your agreement to pay the changed amount. If you do not agree to the change, you may cancel your membership or Subscription in your account settings or by emailing email@example.com.
PROHIBITED USE OF THE PRODUCTS
4.1 Prohibited Activities
You agree not to: (i) upload, post, email or otherwise send or transmit or introduce any material that contains software viruses or any other computer code, files or programs designed to interrupt, harm, damage, destroy or limit the functionality of any computer software or hardware or equipment linked directly or indirectly with the Products or the Products themselves; (ii) interfere with the servers or networks underlying or connected to the Products or to violate any of the procedures, policies or regulations of networks connected to the Products; (iii) access the Products in an unauthorized manner; (iv) interfere with any other user’s use and enjoyment of the Products; (v) request or offer to perform a request that is illegal or violates any of the terms set forth herein; (vi) impersonate any person or entity, including any employee or representative of Zentacle; or (vii) use software or automated agents or scripts to produce multiple Member Accounts, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Products (provided, however, that we may conditionally grant to the operators of public search engines revocable permission to use spiders to copy Materials from the Zentacle Products for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the Materials, but not caches or archives of such Materials, subject to the parameters set forth in our robots.txt file).
You agree that in connection with your use of the Products, you will not trespass on, or in any manner attempt to gain or gain access to any property or location where you do not have a right or permission to be (“Private Property”). You acknowledge that Zentacle does not have and affirmatively disclaims any obligation or ability to provide you with complete and accurate information regarding the whereabouts of Private Property you may encounter when using or in connection with your use of the Products. Regardless of whether Zentacle designates any content with a warning regarding its proximity to Private Property, you are solely responsible for obtaining all required permissions to approach or enter Private Property in connection with your use of the Products.
4.3 Disruptive and Disrespectful Use
You agree to be mindful and respectful of places you visit in connection with your use of the Products. You agree that your use of the Products will be appropriate to the environment around you and that you will not create excessive noise or other disturbances in connection with your use of the Products. You agree to act in a manner that is respectful and appropriate to the areas where you use the Products, including while interacting with other people, disposing of trash, using restroom facilities, using the Product in large groups, parking your vehicle, and otherwise.
4.4 Other Illegal Use
You agree not to impersonate any other person while using the Products, conduct yourself in an offensive manner while using the Products, or use the Products for any illegal, immoral or harmful purpose.
4.5 Reporting for and Release of Liability for Product Misuse:
By breaching the provisions of this Section 4, you may commit a criminal offense under applicable laws. We reserve the right to report any such breach to the relevant law enforcement authorities and we may cooperate with those authorities in any investigation related to your use of the Products, including by disclosing your identity to them. In the event of such a breach, your right to use the Products will cease immediately. If you have a dispute with any third party relating to your use or misuse of the Products, you hereby release the Zentacle Parties (as defined below) from all claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. If you are a California resident, you also waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
MATERIALS OFFERED THROUGH THE PRODUCTS
- The Products and all materials, including software, text, files, photographs, trail maps, widgets, and other content, whether downloaded or not (“Materials”) contained in the Products are owned by Zentacle (or our affiliates and/or licensors, where applicable), unless indicated otherwise. You agree and acknowledge that the Products are valuable property and that other than any specific and limited license expressly granted for use of such Products or any Materials contained therein, you shall not acquire any ownership rights in or to such Products or any such Materials. The Products and Materials may not be used except as provided for in these Terms, and any other relevant terms and conditions provided to you, without our prior written consent.
- We welcome any and all feedback to help us build better Products. If you provide Zentacle with any feedback or suggestions regarding the Products (“Feedback”), you acknowledge that we can freely use such Feedback in any manner. Feedback you provide is not confidential or proprietary to you. So, please do not provide Zentacle any information or ideas that you consider to be confidential or proprietary.
- The Products are not intended for your commercial use. You must not use any part of the Materials for commercial purposes without obtaining a written license to do so from us. Materials from the Products may not be copied or distributed, or republished, or transmitted in any way, without our prior written consent. Any unauthorized use or violation of these Terms immediately and automatically terminates your right to use the Products and may subject you to legal liability. You agree not to use the Products for illegal purposes or purposes otherwise deemed objectionable in our sole discretion (including, without limitation, unlawful, harassing, libelous, invasion of another’s privacy, abusive, threatening or obscene purposes) and you agree that you will comply with all laws, rules and regulations related to your use of the Products. Appropriate legal action may be taken for any illegal or unauthorized use of the Products.
Zentacle®, the Zentacle logo and all other Zentacle product or service marks (the “Zentacle Marks”) are trademarks of Zentacle. All intellectual property, other trademarks, logos, images, product and company names (“Third-Party IP”) displayed or referred to on or in the Products are the property of their respective owners. Except as expressly set forth herein, nothing grants you any license or right to use, alter or remove or copy the Zentacle Marks or any Third-Party IP. All use of the Zentacle marks shall inure to the benefit of Zentacle. Your unauthorized use or misuse of the Zentacle Marks or any Third-Party IP displayed on the Products is strictly prohibited. Zentacle reserves all rights to enforce its trademark rights to the fullest extent of the law.
6.1 The Products may let you submit Material, including text, files, images, photos, and recorded activity information, to us (for example, in various parts of the Products you may be able to upload a photo to your profile, write reviews of trails, upload photos of your outdoor activities, or upload files that record your activities) (all such Material uploaded or made available by a user, “User Material”). User Material does not include the User Information, information related to your Order, or information which you provide in registering for and using Products. By transmitting, uploading, posting, e-mailing, or otherwise submitting User Material, you grant, and you represent and warrant that you have the right to grant, to Zentacle an irrevocable, perpetual, non-exclusive, fully-paid, royalty free, worldwide license to use, telecast, copy, modify, perform, display, edit, distribute and otherwise exploit the User Material, or any portion thereof and any ideas, concepts, or know how contained therein, with or without attribution, in any manner (including, without limitation, for commercial, publicity, trade, promotional, or advertising purposes) and in any and all media now known or hereafter devised, and to prepare derivative works of, or incorporate into other works, such User Material, and to grant and authorize sublicenses of the foregoing. You also acknowledge that your User Material will not be returned to you and that Zentacle has no obligation to acknowledge receipt of or respond to any User Material. If you submit User Material, you represent and warrant that you own or otherwise control the rights to your User Material. You agree to indemnify Zentacle and its affiliates for all claims arising from or in connection with any claims to any rights in any User Material or any damages arising from any User Material. 6.2 Zentacle reserves the right, but has no obligation, to review User Material submitted by you or other users. We are not responsible for the content of User Material provided by you or any other user. We do not endorse any User Material. We make no warranties or representations, express or implied, about User Material, including as to its legality or accuracy. You, and not Zentacle, are entirely responsible for all User Material that you make available through the Products. We reserve the right, in our sole discretion, to refuse to post or to remove or edit any of your User Material, or to restrict, suspend, or terminate your access to all or any part of the Products, including without limitation where User Material does not comply with the requirements of this Section 6, with or without prior notice to you. 6.3 We may link User Material or parts of User Material to other Material, including Material submitted by other users or created by Zentacle or other third parties. We may use User Material for our internal business purposes, for example, to examine trends or categories or to promote, market or advertise Zentacle. You acknowledge that we may commercially benefit from use of your User Material, and have no obligation to credit you in such use. 6.4 Each time you submit User Material to us, you represent and warrant to us as follows:
- You have all necessary right, title, interest, authorizations, and permissions to: (i) make available all of your User Material; and (ii) grant the rights, licenses, and permissions granted hereunder with respect to any data, content, information, or feedback, including your User Material;
- Your User Material is not illegal, obscene, defamatory, threatening, pornographic, harassing, hateful, racially or ethnically offensive, and does not encourage conduct that would be considered a criminal offense, and does not give rise to civil liability, violate any law, or is otherwise deemed inappropriate;
- Your User Material does not advertise any product or service or solicit any business;
- Your User Material does not identify any individual (including by way or name, address or inclusion of a still picture or video of such individual) under the age of 18 and if User Material identifies any individual over the age of 18, you have the consent of such individual to so identify them;
- You will not collect usernames and/or email addresses of users;
- You will not engage in criminal or tortious activity, including fraud, spamming, spimming, sending of viruses or other harmful files, misappropriation, infringement, or theft of trade secrets;
- You will not engage in any automated use of the system, such as using scripts to alter our content;
- You will not access, tamper with, or otherwise use any non-public areas of the Products, Zentacle’s computer systems, or the technical delivery systems of Zentacle’s providers; and
- Except as necessary to maintain your own computer security by use of commercial-off-the-shelf anti-virus or anti-malware products, you will not attempt to probe, scan, or test the vulnerability of the Products or any other Zentacle system or network or breach any security or authentication measures.
6.5 User Material is not considered to be confidential. You agree not to submit any content as User Material in which you have any expectation of absolute privacy. You may be able to control the visibility of certain categories of User Material in accordance with the functionality of the Products, either through the settings in your Member Account or at the time you upload, share, or otherwise make available such User Material. Zentacle may include your User Material in Zentacle’s Distribution Content that is made available to others through the Products. Zentacle has no control over User Material once it leaves the Products, and it is possible that others may duplicate Material found on the Products, including, but not limited to, on other sites on the Internet. You represent and warrant that you own or otherwise control the rights to your User Material. Notwithstanding anything else set forth herein, you agree to indemnify Zentacle and its affiliates for all claims arising from or in connection with any claims to any rights in your User Material or any damages arising from your User Material.
THIRD-PARTY SITES AND SERVICES
7.1 We may provide links to other websites or services. You acknowledge that any interaction with such links is taken at your sole discretion and such links are provided for your convenience only. We do not review or endorse any of those websites or services. We are not responsible in any way for the availability of, the privacy practices of, the content, advertising, products, goods or other materials or resources on or available from, or the use that others make of these other websites or services. We are not responsible for any damage, loss or offense caused or alleged to be caused by, or in connection with, the use of or reliance on such websites or services. 7.2 We reserve the right to display third-party advertising and other content before, after, or in conjunction with User Materials posted on the Products, and you acknowledge and agree that Zentacle has no obligation to you in connection therewith (including, without limitation, any obligation to share any revenue received by Zentacle in connection with such content). 7.3 The Products contain information from an OpenStreetMap derivative database. More information is available here.
The information contained in the Products is for general information purposes only. While we endeavor to keep the information up-to-date and correct, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability, accessibility (including rights of entry and/or use), security or availability with respect to the Products or the information contained on the Products for any purpose. In some cases, the Products are designed to reduce, but not eliminate, certain risks, but you hereby acknowledge and agree that the Products are not sufficient to warrant or guarantee that either no loss, no damage, or no physical harm will occur. YOU UNDERSTAND THAT ZENTACLE CANNOT AND DOES NOT ASSUME RESPONSIBILITY FOR ANY PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE RESULTING FROM YOUR USE OF THE PRODUCTS. ZENTACLE is not responsible for the misuse or misrepresentation of the information and/or data provided through the Products. Any reliance you place on such information is therefore strictly at your own risk.
AVAILABILITY OF PRODUCTS
9.1 Although we aim to offer you the best service possible, we make no promise that the Products will meet your requirements and we cannot guarantee that the Products will be fault free. If a fault occurs in the Products, please report it to us at firstname.lastname@example.org and we will review your complaint and, where we determine it is appropriate to do so, correct the fault. If the need arises, we may suspend access to the Products while we address the fault. We will not be liable to you if the Products are unavailable for a commercially reasonable period of time. Your access to the Products may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or Products. We will restore the Products as soon as we reasonably can. 9.2 Our Order and cancellation deadlines apply regardless of whether certain Products are unavailable. In the event that you cannot cancel or modify an Order or Subscription through the Products, please notify us in advance of any cancellation deadline by emailing email@example.com.
LIMITATION OF LIABILITY
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, OR OTHERWISE) WILL ZENTACLE PARTIES BE LIABLE TO YOU OR TO ANY THIRD PARTIES FOR ANY LOSS OF PROFITS, REVENUE, OR DATA, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR PUNITIVE DAMAGES, INCLUDING COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR ANY OTHER LOSS INCURRED BY YOU OR ANY OTHER THIRD PARTY IN CONNECTION WITH YOUR USE OF THE PRODUCTS, YOUR ORDERS, OR OTHERWISE, IN EACH CASE WHETHER OR NOT ZENTACLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PROVIDED BY LAW, ZENTACLE PARTIES WILL NOT BE LIABLE TO YOU OR ANY OTHER THIRD PARTY FOR ANY CLAIM ARISING OUT OF OR RELATING TO YOUR USE OF THE PRODUCTS FOR ANY AMOUNT THAT EXCEEDS THE GREATER OF (i) THE AMOUNT PAID BY YOU TO ZENTACLE FOR ANY ZENTACLE PRODUCTS THAT GIVE RISE TO THE CLAIM OR (ii) ONE HUNDRED DOLLARS ($100). ANY CLAIM ARISING OUT OF OR RELATING TO YOUR USE OF THE PRODUCTS MUST BE BROUGHT WITHIN EIGHTEEN (18) MONTHS OF THE EVENTS GIVING RISE TO THE CLAIM. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ZENTACLE AND YOU. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE JURISDICTIONS, ZENTACLE’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT ALLOWED BY LAW. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE PRODUCTS OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE PRODUCTS. The limitations set forth herein will survive termination or expiration of these Terms and apply even if any limited remedy specified in these Terms is found to have failed its essential purpose.
You agree to indemnify and hold harmless Zentacle and its directors, officers, members, investors, managers, employees and agents (the “Zentacle Parties”) from any and all claims, liabilities, costs and expenses, including reasonable attorneys’ fees, arising in any way from your use of the Products, your placement or transmission of any message, content, information, software, or other submissions through the Products, or your breach or violation of the law or of these Terms. Zentacle reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and in such case, you agree to cooperate fully with Zentacle’s defense of such claim. If you are a California resident, you waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.” If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.
DIGITAL MILLENIUM COPYRIGHT ACT
13.1 We are committed to complying with copyright and related laws, and we require all users of the Products to comply with these laws. Accordingly, you may not store any material or content on, or disseminate any material or content over, the Products in any manner that constitutes an infringement of third party intellectual property rights, including rights granted by copyright law. Owners of copyrighted works in the United States who believe that their rights under copyright law have been infringed may take advantage of certain provisions of the US Digital Millennium Copyright Act of 1998 (the “DMCA”) to report alleged infringements. You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. It is our policy to terminate privileges of any user who repeatedly infringes the copyright rights of others upon receipt of proper notification to us by the copyright owner or the copyright owner’s legal agent. 13.2 If you feel that any Materials are infringing your copyright rights, we encourage you to contact us immediately. Upon our receipt of a proper notice of claimed infringement under the DMCA, we will respond expeditiously to remove, or disable access to, the material claimed to be infringing and will follow the procedures specified in the DMCA to resolve the claim between the notifying party and the alleged infringer who provided the content in issue. Our designated agent (i.e., the proper party) to whom you should address such notice is listed below. 13.3 If you believe that your work has been copied and posted on the Products in a way that constitutes copyright infringement, please provide our designated agent with the following information:
- An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
- A description of the copyrighted work or other intellectual property that you claim has been infringed;
- A description of where the material that you claim is infringing is located on the Products;
- Your address, telephone number, and email address;
- A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law; and
- A statement by you, made under penalty of perjury, that the information contained in your report is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
- Our designated agent for notice of claims of copyright infringement can be reached as follows: By Mail: Zentacle, Inc, 30 W 18th St, New York, NY 10011 By E-Mail: firstname.lastname@example.org Subject line: DMCA
GENERAL TERMS AND CONDITIONS
14.1 TERM AND TERMINATION
- You and Zentacle agree that, subject to any eligibility requirements for accessing and using the Products or entering into the Terms, the Terms commenced on the earlier to occur of: (i) the date you first used the Products or (ii) the date you accepted the Terms, and the Terms will remain in full force and effect while you use the Products, unless earlier terminated in accordance with these Terms.
- We may terminate these Terms or your ability to access or use any or all Products at any time for any reason, with or without notice, including if timely payment cannot be charged to your Payment Method for any reason, if you have breached any provision of the Terms, or if Zentacle is required to do so by law (e.g., where the provision of the Products is, or becomes, unlawful). If you have a Subscription and your Member Account is terminated by us, you must promptly cancel your Subscription in accordance with Section 3.5(f). Otherwise, your Subscription will remain in effect until the cancellation of your Subscription in accordance with Section 3.5(f) (independent of any termination of your Member Account or termination of these Terms by us).
- If you want to terminate these Terms, you must do so by (i) notifying Zentacle at any time; (ii) cancelling all of your Subscriptions in accordance with Section 3.5(f); and (iii) closing your Member Account. These Terms will remain in effect until the end of the then-current term of any and all or your Subscriptions. UPON ANY APPLICABLE TERMINATION, YOUR SUBSCRIPTIONS WILL CONTINUE UNTIL THE END OF THE SUBSCRIPTION PERIOD UNLESS YOU CANCEL YOUR SUBSCRIPTION IN ACCORDANCE WITH THE PROCEDURE SET FORTH IN SECTION 3.5(f).
14.2 NO WAIVER If we delay exercising or fail to exercise or enforce any right available to us under these Terms, such delay or failure does not constitute a waiver of that right or any other rights under these Terms. 14.3 FORCE MAJEURE Zentacle shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, pandemics, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials. 14.4 INTERPRETATION In these Terms, unless the context requires otherwise: i) any phrase introduced by the words “including,” “include,” “in particular,” “for example,” or any similar expression shall be construed as illustrative only and shall not be construed as limiting the generality of any preceding words; and ii) references to the singular include the plural and vice versa. 14.5 ELECTRONIC COMMUNICATIONS The communications between you and Zentacle use electronic means, whether you use the Products or send us emails, or whether Zentacle posts notices on the Products or communicates with you via email. For contractual purposes, you: (a) consent to receive communications from Zentacle in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Zentacle provides to you electronically satisfy any legal requirement that such communications would satisfy if it were provided in a hardcopy writing. The foregoing does not affect your non-waivable rights. 14.6 NOTICES Unless otherwise specifically indicated, all notices given by you to us must be given to Zentacle at email@example.com. We may give notice to you at the e-mail address you provide to us when you register, or in any of the ways specified in Section 14.5 above. Notice to you will be deemed received and properly served immediately when posted on the Products or when an e-mail or other electronic communication is sent to the e-mail address you have given to us. In proving the service of any notice via email, it will be sufficient to prove that such e-mail was sent to the specified e-mail address of the addressee. 14.7 INTERNATIONAL USERS The Products can be accessed from countries around the world and may contain references to services and content that are not available in your country. These references do not imply that Zentacle intends to announce such services or content in your country. The Products are controlled and offered by Zentacle from its facilities in the United States of America. Zentacle makes no representations that the Products are appropriate or available for use in other locations. Those who access or use the Products from other countries do so at their own volition and are responsible for compliance with local law. 14.8 ARBITRATION PLEASE READ THE FOLLOWING PARAGRAPHS (THE “ARBITRATION AGREEMENT”) CAREFULLY, AS THEY REQUIRE YOU TO ARBITRATE DISPUTES WITH ZENTACLE, AND LIMIT THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM ZENTACLE.
- Applicability of Arbitration Agreement. All disputes arising out of, relating to, or in connection with these Terms or your use of the Products that cannot be resolved informally or in small claims court will be resolved through binding arbitration on an individual basis, except that you and Zentacle are not required to arbitrate any dispute in which either party seeks equitable relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents.
- Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this dispute-resolution provision. Arbitration will be initiated through the American Arbitration Association (“AAA”). If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. The rules of the arbitral forum will govern all aspects of this arbitration, except to the extent those rules conflict with these Terms. The AAA Consumer Arbitration Rules (“AAA Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration will be conducted by a single neutral arbitrator. If the claim is for $10,000 or less, the party initiating the arbitration may choose whether the arbitration will be conducted (1) solely on the basis of documents submitted to the arbitrator; (2) through a non-appearance based telephonic hearing; or (3) by an in-person hearing as established by the AAA Rules in the county of your billing address. In the case of an in-person hearing, the proceedings will be conducted at a location which is reasonably convenient for both parties with due consideration of the ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by the arbitration institution. Your arbitration fees and your share of arbitrator compensation will be limited to those fees set forth in the AAA Rules with the remainder paid by Zentacle. If the arbitrator finds that either the substance of your claim or the relief sought in the arbitration is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In such case, you agree to reimburse Zentacle for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
- Authority of Arbitrator. The arbitrator will decide the jurisdiction of the arbitrator and the rights and liabilities, if any, of you and Zentacle. The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award all remedies available under applicable law, the arbitral forum’s rules, and the Terms. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Zentacle.
- Jury Trial Waiver. You and Zentacle waive any constitutional and statutory rights to go to court and have a trial in front of a judge or a jury. Rather, you and Zentacle elect to have claims and disputes resolved by arbitration. In any litigation between you and Zentacle over whether to vacate or enforce an arbitration award, you and Zentacle waive all rights to a jury trial, and elect instead to have the dispute be resolved by a judge.
- className Action Waiver. WHERE PERMITTED UNDER THE APPLICABLE LAW, YOU AND ZENTACLE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR className MEMBER IN ANY PURPORTED className OR CONSOLIDATED ACTION. If, however, this waiver of className or consolidated actions is deemed invalid or unenforceable, neither you nor Zentacle are entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in Section 14.9 below.
- Opt-out. YOU MAY OPT-OUT OF THIS ARBITRATION AGREEMENT. To opt-out, you must notify Zentacle in writing no later than 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your Member Account (if you have one), and an unequivocal statement that you want to opt-out of this Arbitration Agreement. You must send your opt-out notice to one of the following physical or email addresses: Zentacle, Inc, ATTN: Arbitration Opt-out, 30 W 18th St, New York, NY 10011; firstname.lastname@example.org.
- Small Claims Court. Notwithstanding the foregoing, either you or Zentacle may bring an individual action in small claims court.
- Arbitration Agreement Survival. This Arbitration Agreement will survive the termination of your relationship with Zentacle.
14.9 EXCLUSIVE VENUE To the extent the parties are permitted under these Terms to initiate litigation in a court, both you and Zentacle agree that all claims and disputes arising out of or relating to the Terms or the use of the Products will be litigated exclusively in the United States District Court for the Northern District of California. If, however, that court would lack original jurisdiction over the litigation, then all claims and disputes arising out of or relating to the Terms or the use of the Products will be litigated exclusively in the Superior Court of California, County of San Francisco. You and Zentacle consent to the personal jurisdiction of both courts. 14.10 CHOICE OF LAW Except to the extent they are preempted by U.S. federal law, the laws of California, other than its conflict-of-laws principles, govern these Terms and any disputes arising out of or relating to these Terms or their subject matter, including tort claims. 14.11 CONSUMER COMPLAINTS In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210. 14.12 GOVERNMENT RIGHTS Zentacle provides the Products, including any related software, data, and technology, for ultimate government end use solely in accordance with the following: The Products shall constitute “commercial” computer software. Government technical data and software rights related to the Products include only those rights customarily provided to the public as defined in these Terms. These customary commercial licenses are provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Customer-Side Application) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data – Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Customer-Side Application or Computer Customer-Side Application Documentation). If a government agency has a need for rights not granted under these Terms, it must negotiate with Zentacle to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement. If any law, rule or regulation requires these Terms to include a specific provision or clause in order to render these Terms enforceable against any ultimate government end user, such provision or clause will be deemed to be a part of these Terms. 14.13 ENTIRE AGREEMENT These Terms constitute the whole agreement between us and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us relating to their subject matter. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Neither of you or Zentacle is an agent, employee, or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Zentacle’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Zentacle may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees. 14.14 CONTACT Zentacle, Inc is located at 30 W 18th St, New York, NY 10011.
15.1 APP TERMS
- Application License. Subject to your compliance with these Terms, Zentacle grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of each App on any mobile device or computer that you own or control and to run such copy of each App solely for your own personal or internal business purposes. Furthermore, with respect to any App accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (a) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (b) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Notwithstanding the first sentence in this section, with respect to any Application accessed through or downloaded from the Google Play store (a “Google Play Sourced Application”), you may have additional license rights with respect to use of the Apps on a shared basis within your designated family group. You understand that the Products are evolving. As a result, we may require you to accept updates to any of the Products that you have installed on your computer or mobile device. You acknowledge and agree that we may update the Products with or without notifying you. You may need to update third-party software from time to time in order to use the Products.
- Accessing and Downloading the Application from iTunes. The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:
- You acknowledge and agree that (i) these Terms are concluded between you and Zentacle only, and not Apple, and (ii) Zentacle, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
- You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
- In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Zentacle and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Zentacle.
- You and Zentacle acknowledge that, as between Zentacle and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
- You and Zentacle acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Zentacle and Apple, Zentacle, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.
- You and Zentacle acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of these Terms as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
- Without limiting any other terms of the Terms, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.