TERMS OF SERVICE
Last Revised November 4, 2023

  1. Zenagos Service

    Zenagos LLC (“Zenagos”) provides technology-enabled services through its website https://zenagos.com and https://www.programs.zenagos.com as well as any other URLs extending therefrom, the Company’s mobile apps, the Company’s social media business pages (including but not limited to OR including subject to periodic review LinkedIn, FaceBook, Instagram, TikTok, Twitter, Google My Business), the Company’s Slack channel, and other related content and software (collectively, the “Services”), including all versions and upgrades. Zenagos may update these Terms of Service (“Terms”) at any time without notice and post them on the Zenagos website (“Site”).

    These Terms govern your access to and use of the Services. Please read these Terms carefully and contact us https://zenagos.com/contact-us/if you have any questions.

    BY REGISTERING FOR AN ACCOUNT OR OTHERWISE ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS, the Zenagos PRIVACY POLICY  and the Zenagos COOKIE POLICY, INCLUDING ANY UPDATES POSTED HERE. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.

  1. Using the Services
  1. Eligibility

You may only use the Services if:

  1. You are of legal age to form a binding contract;
  2. You have the right, authority and capacity to enter into and abide by the terms of this agreement; and
  3. You are not a person barred from using the Services under the laws of any applicable jurisdiction
  4. You have provided your full legal name, current address, a valid email address, and any other information needed in order to complete the signup process.
  5. Your registration information is true, accurate and complete.
  6. You acknowledge that Zenagos will use the email address you provide as the primary method for communication.

THE SERVICES ARE NOT INTENDED FOR USERS UNDER THE AGE OF 18, AND SUCH USERS ARE EXPRESSLY PROHIBITED FROM SUBMITTING ANY PERSONAL DATA OR USING ANY ASPECT OF THE SERVICES, AND BY TAKING SUCH ACTIONS YOU AGREE, REPRESENT, AND WARRANT THAT YOU ARE 18 YEARS OF AGE OR OLDER.

  1. License

The Services provided to you hereunder or available to you through the Services are licensed, not sold, and Zenagos retains and reserves all rights not expressly granted in these Terms. You acknowledge and agree that, as between you and Zenagos, Zenagos and its licensors own all rights, title and interest (including all intellectual property rights) in the Services and all data, content, and other materials within the Services. The Services are protected by copyright all applicable state and federal intellectual property laws and treaties. Zenagos reserves all rights not expressly granted in these Terms.

You may not share your account or password with anyone. You are fully responsible for all activities that occur under your account. You agree to notify Zenagos immediately of any unauthorized use of your account or password or any other similar breach of security. If your account remains inactive for six months or longer, Zenagos reserves the right to suspend or terminate your account, with or without notice to you, and delete your content all without liability.

Subject to these Terms and our policies, Zenagos grants you a personal, limited, non-exclusive, non-transferable, and revocable license to use our Services for your personal, non-commercial use. You shall not:

  1. use, reproduce, modify, adapt, create derivative works from, sublicense, publicly perform, publicly display, distribute, sell, lease, rent, make, have made, assign, pledge, hypothecate, trade, transfer or otherwise grant rights to the Services, except as expressly permitted under these Terms;
  2. decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt trade secrets, algorithms, or source code, or data records within or associated with the Services
  3. violate any applicable laws, rules, or regulations in connection with your access or use of the Services;
  4. remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) posted by Zenagos or the licensors of the Services;
  5. use the application for any revenue generating endeavor, commercial enterprise, or other purpose for which it is not designed or intended;
  6. make the Site available over a network or other environment permitting access or use by multiple devices or users at the same time;
  7. use the Site or Services for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the Site or Services;
  8. use the Site or Services to send automated queries to any website or to send any unsolicited commercial e-mail;
  9. use any proprietary information or any of our interfaces or our other intellectual property in the design, development, manufacture, licensing, or distribution of any applications, accessories, or devices for use with the Site or Services;
  10. interfere with or disrupt the integrity or performance of the Services, including by disrupting the ability of any other person to use or enjoy the Services;
  11. provide use of the Services on a service bureau, rental or managed services basis, provide or permit other individuals or entities to create Internet “links” to the Services or “frame” or “mirror” the Services on any other server, or wireless or Internet-based device;
  12. access the Services for the purpose of developing, marketing, selling or distributing any product or service that competes with or includes features substantially similar to the Services;
  13. impersonate any person or entity, including Zenagos personnel, or falsely state or otherwise misrepresent your affiliation with Zenagos, or any other entity or person;
  14. forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Services;
  15. take any action that imposes an unreasonable or disproportionately heavy load on the Site or Services or its infrastructure; or
  16. use spiders, crawlers, robots, scrapers, automated tools or any other similar means to access the Services; or download, reproduce, or archive any substantial portion of the Services.
  1. Privacy

You acknowledge and agree that by accessing or using the Services, Zenagos may receive certain information about you, including personal data, as set forth in the Zenagos Privacy Policy, and Zenagos may collect, use, disclose, store, share, and process such personal data in accordance with such Privacy Policy.

  1. Mobile Apps

Zenagos may make available mobile software applications for access to and use of certain components of the Services (collectively, “Mobile Apps”). Your access to and use of Mobile Apps is subject to and governed by these Terms. If any Mobile App is downloaded by you from the iTunes App Store (each, an “iOS Mobile App”), your use of such iOS Mobile App is further subject to your compliance in all material respects with the terms and conditions of the Usage Rules set forth in the iTunes App Store Terms. If any Mobile App is downloaded by you from the Google Play Store (each, an “Android App”), your use of such Android App is further subject to your compliance in all material respects with terms and conditions of the Terms of Service set forth in the Google Play Terms. These Terms are between you and Zenagos only, and not with Apple Inc. (“Apple”), Google LLC (“Google”) or any other app store provider, and neither Apple nor Google is not responsible for iOS Mobile Apps or Android Apps, as applicable, and the contents thereof; however, Apple and Apple’s subsidiaries and Google and Google’s subsidiaries are third-party beneficiaries of these Terms with respect to iOS Mobile Apps or Android Apps, as applicable.

  1. Trademarks

You may not use the Zenagos name, brands, designs, slogans, trademarks, service marks and logos that Zenagos makes available on the Services, including but not limited to, “Zenagos,” “Zenagoats”, “Innovation Trek”, “Trek Spec” and “Innovation Sprint” (“Marks”). Zenagos claims trademark protection over all such Marks and you will not use the Marks except as expressly authorized herein. You will not remove or alter the Marks or any proprietary notices on the Services. The Marks may not be included in or as part of any registered corporate name, any other logo, or service or product name. You may not create any derivative works of the Marks or use the Marks in a manner that creates or reasonably implies an inaccurate sense of endorsement, sponsorship, or association with Zenagos. You will not otherwise use business names or logos in a manner that can mislead, confuse, or deceive any third party. All use of the Marks and all goodwill arising out of such use, will inure to Zenagos’ benefit.

3. Your Content

  1. Your Work Product
    You may submit “homework assignments” or “planning templates” for feedback and update your “Trek Spec” with your own ideas for the purposes of journaling (collectively, “Work Product”). Zenagos does not assert any ownership over your Work Product. You retain full ownership of all of your Work Product and any intellectual property rights or other proprietary rights associated with your Work Product. Zenagos will not share your Work Product outside of the Program setting without your permission.
    Zenagos is not liable for any statements or representations in your Work Product provided by you in any area on the Site. You are solely responsible for your Work Product to the Site and you expressly agree to exonerate Zenagos from any and all responsibility and to refrain from any legal action against Zenagos regarding your Work Product.
  1. Contributions

Zenagos allows you to post content using its Services and may invite you to chat, contribute to, or participate in blogs, message boards, and other forums, and may provide you with the opportunity to create, submit, post, display, publish, distribute or broadcast content to us, including but not limited to text, writings, video, audio, photographs, comments, suggestions or other material (collectively, “Contributions”). Contributions may be viewable by other users of the Services and through third-party websites. As such, any Contributions you transmit may be treated as non-confidential and non-proprietary.

You represent and warrant that you will not make a Contribution that:

  1. is illegal, harmful, threatening, abusive, harassing, tortious, defamatory, lewd, vulgar, obscene, lascivious, libelous, invasive of another’s privacy, hateful, or otherwise objectionable (as determined by Zenagos);
  2. promotes sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
  3. may not be made available under any law or under contractual or fiduciary relationships (such as confidential or proprietary information learned as part of an employment relationship or under a non-disclosure agreement);
  4. infringes any patent, trademark, trade secret, copyright, or other proprietary right of any party;
  5. violates the privacy rights of any third party;
  6. consists of unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, commercial electronic messages, or any other form of solicitation;
  7. contains software viruses or any other code, files or programs designed to interrupt, destroy or limit the functionality of any software or hardware;
  8. contains infringing, libelous, or otherwise unlawful or tortious material; or consists of information that you know or have reason to know is false or inaccurate.

Zenagos reserves the right to (i) remove or refuse to post any content for any or no reason in Zenagos’ sole discretion or (ii) terminate or suspend your access to all or part of the Services with not prior notice and for any or no reason, including without limitation, any violation of these Terms.

  c.   Contribution License

By posting your Contributions or making Contributions accessible, you automatically grant, and you represent and warrant that you have the right to grant, to Zenagos an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media formats and through any media channels.

This license will apply to any form, media, or technology now known or hereafter developed, and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions.

Zenagos does not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. Zenagos is not liable for any statements or representations in your Contributions provided by you in any area on the Site. You are solely responsible for your Contributions to the Site and you expressly agree to exonerate Zenagos from any and all responsibility and to refrain from any legal action against Zenagos regarding your Contributions.

Zenagos has the right, in its sole and absolute discretion, (1) to edit, redact, or otherwise change any Contributions; (2) to re-categorize any Contributions to place them in more appropriate locations on the Site; and (3) to pre-screen or delete any Contributions at any time and for any reason, without notice. Zenagos has no obligation to monitor your Contributions.

  d.  Guidelines for Reviews

Zenagos may provide you opportunities to leave reviews or ratings about the Services. When posting a review, you must comply with the following criteria: (1) you should have firsthand experience with the person/entity being reviewed; (2) your reviews should not contain offensive profanity, or abusive, racist, offensive, or hate language; (3) your reviews should not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability; (4) your reviews should not contain references to illegal activity; (5) you should not be affiliated with competitors if posting negative reviews; (6) you should not make any conclusions as to the legality of conduct; (7) you may not post any false or misleading statements; and (8) you may not organize a campaign encouraging others to post reviews, whether positive or negative.

Zenagos may accept, reject, or remove reviews at its sole discretion. Zenagos has no obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate. Reviews are not endorsed by Zenagos, and do not necessarily represent our opinions or the views of any of our affiliates or partners. Zenagos does not assume liability for any review or for any claims, liabilities, or losses resulting from any review. By posting a review, you hereby grant to Zenagos a perpetual, non-exclusive, worldwide, royalty-free, fully-paid, assignable, and sublicensable right and license to reproduce, modify, translate, transmit by any means, display, perform, and/or distribute all content relating to reviews.

  e.  Guidelines for Social Media

As part of the functionality of the Site, you may link your account with online accounts you have with third-party service providers (each such account, a “Third-Party Account”) by either: (1) providing your Third-Party Account login information through the Site; or (2) allowing Zenagos to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent and warrant that you are entitled to disclose your Third-Party Account login information to Zenagos and/or grant Zenagos access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating Zenagos to pay any fees or making Zenagos subject to any usage limitations imposed by the third-party service provider of the Third-Party Account. By granting Zenagos access to any Third-Party Accounts, you understand that (1) Zenagos may access, make available, and store (if applicable) any content that you have provided to and stored in your Third-Party Account (the “Social Network Content”) so that it is available on and through the Site via your account, including without limitation any friend lists and (2) Zenagos may submit to and receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third-Party Account. Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the Site. Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third-Party Account is terminated by the third-party service provider, then Social Network Content may no longer be available on and through the Site. You will have the ability to disable the connection between your account on the Site and your Third-Party Accounts at any time. PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS. Zenagos makes no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and Zenagos is not responsible for any Social Network Content.

REFUND POLICY REGARDING ZENAGOS — MONEY-BACK GUARANTEE
In order to be eligible to enact Zenagos’ money-back guarantee, you must make a refund request through the Zenagos customer service team (info@zenagos.com) within ten (10) calendar days from the start date of your Innovation Trek. You shall receive payment within sixty (60) days after Zenagos’ review and agreement that you have met the notice period requirement.

INDEMNIFICATION
You shall indemnify and hold Zenagos and its affiliates, and each of their officers, directors, employees, agents, partners and licensors (collectively, “Zenagos Collaborators”) harmless from and against all losses, damages, costs, liabilities, and expenses, including reasonable attorneys’ fees, to extent resulting from or arising out of any third-party claim, demand, or action due to (a) content you provide to Zenagos; (b) your violation of these Terms, any law or regulation, or any rights (including intellectual property rights) of another party; or (c) your use of the Services, except as expressly permitted in these Terms.

DISCLAIMER OF WARRANTIES

  1. YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZENAGOS COLLABORATORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR ARISING FROM STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
  2. ZENAGOS COLLABORATORS MAKE NO WARRANTY OR REPRESENTATION THAT: (i) THE SERVICES WILL MEET YOUR REQUIREMENTS; (ii) ACCESS TO THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, VIRUS-FREE, OR ERROR-FREE; OR (iii) THE INFORMATION AND ANY RESULTS THAT MAY BE OBTAINED FROM ACCESS TO OR USE OF THE SERVICES WILL BE ACCURATE, RELIABLE, CURRENT, OR COMPLETE.
  3. ALL CONTENT MADE AVAILABLE THROUGH THE SERVICES IS MADE AVAILABLE FOR INFORMATIONAL PURPOSES ONLY. YOU ARE SOLELY RESPONSIBLE FOR CONFIRMING THE ACCURACY OF ALL CONTENT BEFORE TAKING OR OMITTING ANY ACTION. ZENAGOS COLLABORATORS DO NOT MAKE ANY CLAIM, GUARANTY OR WARRANTY THAT ANY INFORMATION, PROGRAM OR CONTENT ON THE SERVICES IS EFFECTIVE FOR OR APPROPRIATE FOR YOUR CIRCUMSTANCES AND NEEDS.
  4. THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS AND YOU MAY HAVE WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED. ANY SUCH WARRANTY EXTENDS ONLY FOR THIRTY (30) DAYS FROM THE EFFECTIVE DATE OF THIS AGREEMENT (UNLESS SUCH LAW PROVIDES OTHERWISE).

FURTHER DISCLAIMER REGARDING EARNINGS POTENTIAL AND INTENDED USE

  1. THE SERVICES ARE INTENDED FOR USE ONLY BY PERSONS IN THE UNITED STATES.
  2. NOTHING IN THE SERVICES IS INTENDED TO BE FINANCIAL OR LEGAL ADVICE AND ZENAGOS IS NOT A LEGAL ADVISOR, BANK, LENDER, VENTURE CAPITAL FIRM, INVESTMENT ADVISORY SERVICE, ACCOUNTING SERVICE, OR TAX ADVISOR.
  3. THE SERVICES ARE NOT TO BE INTERPRETED AS A PROMISE OR GUARANTEE OF NEW BUSINESS SUCCESS OR ANY SPECIFIC RESULT. ZENAGOS CANNOT GUARANTEE YOUR SUCCESS OR INCOME LEVEL AS A RESULT OF USE OF THE SERVICES. ZENAGOS IS NOT RESPONSIBLE FOR ANY ACTIONS YOU TAKE OR DECISIONS YOU MAKE REGARDING ANY INFORMATION OR CONTENT PRESENT ON THE SERVICES.

LIMITATION OF LIABILITY

  1. ZENAGOS COLLABORATORS SHALL NOT BE LIABLE FOR ANY LOST PROFITS, LOSS OF DATA OR GOODWILL, OR COST OF COVER, OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS, OR FINANCIAL LOSS, EVEN IF ZENAGOS COLLABORATORS HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. IN NO EVENT SHALL ZENAGOS COLLABORATORS’ TOTAL LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING FROM OR RELATING TO THESE TERMS OR YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICES OR CONTENT EXCEED THE AMOUNT PAID BY YOU TO ZENAGOS FOR ACCESS TO THE SERVICES WITHIN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE APPLICABLE CLAIM(S) AROSE.
  2. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

SUSPENSION AND TERMINATION

  1. Either party may terminate these Terms at any time. If you are involved in a membership program on the Services, either you or Zenagos can cancel your participation at any time and for any reason. Except for refunds specified and posted by Zenagos on these Terms or the Services in connection with any particular membership program, Zenagos does not offer refunds for payments made.
  2. If you violate these Terms, Zenagos may, with or without notice to you, immediately suspend or terminate your access and use of the Services.
  3. Zenagos reserves the right at any time to modify, suspend, or discontinue the Services (or any portion thereof) with or without notice, and Zenagos shall not be liable to you or any third party for any such modification or discontinuance; Upon termination of these Terms for any reason: (i) Zenagos, in its sole discretion, may remove and discard your content and information; (ii) you will immediately cease your use of the Services; and (iii) any provision that, by its terms, is intended to survive the expiration or termination of these Terms shall survive such expiration or termination. Further, you agree that Zenagos shall not be liable to you or any third party for any termination of your account or access to the Services.

GOVERNING LAW
These Terms shall be governed by and construed and enforced in accordance with the United States Federal Arbitration Act, other applicable federal laws and the laws of the State of Massachusetts, without regard to conflict of laws principles. The parties agree that neither the United Nations Convention on Contracts for the International Sale of Goods, nor the Uniform Computer Information Transaction Act (UCITA) shall apply to these Terms, regardless of the states in which the parties do business or are incorporated.

BINDING ARBITRATION AND CLASS ACTION WAIVER

  1. ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION RATHER THAN IN COURT, EXCEPT THAT YOU MAY ASSERT CLAIMS IN SMALL CLAIMS COURT (DEFINED FOR THE PURPOSES OF THESE TERMS AS A COURT OF LIMITED JURISDICTION THAT MAY ONLY HEAR CLAIMS NOT EXCEEDING $5,000) IF YOUR CLAIMS ARE WITHIN THE COURT’S JURISDICTION. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED.
  2. The arbitration shall be conducted by the American Arbitration Association (AAA) under its then-applicable Commercial Arbitration Rules or, as appropriate, its Consumer Arbitration Rules. The AAA’s rules are available at http://www.adr.org/. Payment of all filing, administration and arbitrator fees shall be governed by the AAA’s rules. The arbitration shall be conducted in the English language by a single independent and neutral arbitrator. For any hearing conducted in person as part of the arbitration, you agree that such hearing shall be conducted in Boston, Massachusetts, or, if the Consumer Arbitration Rules apply, another location reasonably convenient to both parties with due consideration of their ability to travel and other pertinent circumstances, as determined by the arbitrator. The decision of the arbitrator shall be final and binding. Judgment on the arbitral award may be entered in any court of competent jurisdiction.
  3. WE EACH AGREE THAT ALL CLAIMS SHALL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION OR OTHER SIMILAR PROCESS (INCLUDING ARBITRATION). IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, WE EACH WAIVE ANY RIGHT TO A JURY TRIAL AND AGREE THAT SUCH CLAIM SHALL BE BROUGHT ONLY IN A COURT OF COMPETENT JURISDICTION IN BOSTON, MASSACHUSETTS. YOU HEREBY SUBMIT TO THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS AND WAIVE ANY OBJECTION ON THE GROUNDS OF VENUE, FORUM NON-CONVENIENS OR ANY SIMILAR GROUNDS WITH RESPECT TO ANY SUCH CLAIM.
  4. Notwithstanding anything to the contrary, you and Zenagos may seek injunctive relief and any other equitable remedies from any court of competent jurisdiction to protect its intellectual property rights, whether in aid of, pending, or independently of the resolution of any dispute pursuant to the arbitration procedures set forth in this Section 13.
  5. If Zenagos implements any material change to this Section 13, such change shall not apply to any Claim for which you provided written notice to Zenagos before the implementation of the change.

LEGAL COMPLIANCE
You represent and warrant that you will comply with all applicable foreign, federal, state, and local laws, rules and regulations, including without limitation, U.S. export laws and import and use laws of the country where Licensed Material is delivered or used and you are not: (a) located in a country that is subject to a U.S. Government embargo, or designated by the U.S. Government as a “terrorist supporting” country; and (b) listed on any U.S. Government list of prohibited or restricted parties, including the Specially Designated Nationals List.

U.S. GOVERNMENT ENTITIES
This section applies to access to or use of the Services by a branch or agency of the United States Government. The Services includes “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 and qualifies as “commercial items” as defined in 48 C.F.R. 2.101. Such items are provided to the United States Government: (a) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (b) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202-1 and 227.7202-3. The United States Government shall acquire only those rights set forth in these Terms with respect to the such items, and any access to or use of the Services by the United States Government constitutes: (i) agreement by the United States Government that that such items are “commercial computer software” and “commercial computer software documentation” as defined in this section; and (ii) acceptance of the rights and obligations herein.

PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
If you believe that your work has been made available through the Services in a way that constitutes copyright infringement, please provide Zenagos’ Agent for Notice of Copyright Claims the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) a description of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) a description of the material that you claim is infringing and where that material may be accessed within the Services; (d) your address, telephone number and email address; (e) a statement by you that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement from you that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, please contact Zenagos’ Agent for Notice of Copyright Claims. Zenagos’ Agent for Notice of Copyright Claims can be reached at:

Mavis Chin
P.O. Box 254
Quincy, MA 02171
Email: info@zenagos.com

CALIFORNIA USERS & RESIDENTS
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 such unit in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

GENERAL PROVISIONS
These Terms constitute the entire agreement between you and Zenagos concerning your access to and use of the Services. It supersedes all prior and contemporaneous oral or written negotiations and agreements between you and Zenagos with respect to such subject matter. In the event of any conflict between or among these Terms and any end user license agreement, privacy policy or usage guidelines to which these Terms refer, the terms and conditions of these Terms shall take precedence and govern. These Terms may not be amended by you except in a writing executed by you and an authorized representative of Zenagos. Except as otherwise expressly provided in these Terms, there shall be no third-party beneficiaries to these Terms. For the purposes of these Terms, the words “such as,” “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation.” You may not assign or delegate any right or obligation under these Terms without the prior written consent of Zenagos. The failure of Zenagos to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held to be invalid or unenforceable under applicable law, then such provision shall be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, without in any way affecting the remaining parts of these Terms. Any prevention of or delay in performance by Zenagos hereunder due to labor disputes, acts of god, failure of the Internet, governmental restrictions, enemy or hostile governmental action, pandemic, fire or other casualty or other causes beyond its reasonable control shall excuse the performance of its obligations for a period equal to the duration of any such prevention or delay and two business days.