Last modified and effective as of: September 12, 2022

Acceptance of the Terms of Use

These terms and conditions ("Terms of Use") set out the terms between you and Zenapse Inc. (collectively with its subsidiaries, "Zenapse," "we," "us" and "our") under which you may access and use our website available at zenapse.com and our software platform available at zenapse.com, zenimpact.com, zenimpact.io (together, our "Services"), which are owned and operated by Zenapse.

These Terms of Use are a binding legal agreement. By clicking "join now," "register now,""sign-up," "login," or by otherwise accessing or using the Services, you accept and agree to use the Services in accordance with these Terms of Use and only for the purposes intended as permitted by applicable laws, regulations and generally accepted online practices or guidelines. By using the Services, you accept and agree to be bound by our Privacy Policy, incorporated herein by reference. If you do not agree with any element of these Terms of Use or our Privacy Policy, you must immediately refrain from using the Services.

License

Subject to your acceptance of and adherence to these Terms of Use, Zenapse hereby grants to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services only in a manner that complies with all legal requirements that apply to you or your use of the Services, including those relating to data security and data privacy, and any other agreements we have directly with you. We may revoke this license at any time, in our sole discretion. Upon any such revocation, you must promptly destroy all materials downloaded or otherwise obtained from the Services, as well as all copies of such materials, whether made in accordance with these Terms of Use or otherwise.

Accessing and Using the Services

By accessing or using the Services, you covenant, agree, represent and warrant as follows:

You are of legal age to form a binding contract with Zenapse.
You agree to use care in selecting your login information, and that you are responsible for selecting and protecting your password; you agree to change your password from time to time or whenever asked to do so by Zenapse.
You are responsible for ensuring that you are the only person who may access the Services through your account, and that your account login information is confidential and may not be shared with or provided to any third party.
You agree to notify Zenapse immediately of any unauthorized use of your username or password or any other breach of security.
You agree not to create, have or use more than one account in the Services.
Any and all User Materials that you post to or provide on or through the Services is true and correct, current and complete, and you have the right and authority to provide such User Materials.
You agree that Zenapse may change, remove or restrict any functions or data sources in the Services in its sole discretion at any time with or without notice.
You acknowledge and agree that, although data within the Services may be presented in a non-identifiable manner, information in the Services may be used to update profiles of individuals or companies, including their or your contact information.
You acknowledge and agree that once User Materials are posted to or provided on or through the Services, Zenapse may use such User Materials for any lawful purpose consistent with the business of Zenapse.
You acknowledge and agree that Zenapse is not responsible for the accuracy of any User Materials provided by any person or entity.
You acknowledge and agree that we may track and analyze your use of the Services, including but not limited to any User Materials submitted, for the purpose of improving the Services, and that we may disclose data about your use to third parties for the purpose of assisting us in such tracking or analysis.
You acknowledge and agree that we engage third-party service providers to help make available to you certain products or services and you authorize us to provide your personal data to such service providers, subject to our Privacy Policy, for the purpose of delivering to you such products or services.

Prohibited Uses

In accessing or using the Services, you agree not to, and will not permit any third party to:

Use the Services in any way that violates any law or regulation, or that promotes or advocates any illegal activity.
Use the Services in any way that violates these Terms of Use.
Use the Services in any way that violates any agreement that you may have with any other person or entity, including your employer.
Interfere with or violate any third party or other user's rights, including confidentiality, privacy or intellectual property rights.
Impersonate or misrepresent your identity or affiliation with any person, entity, company or organization.
Use the Services to transmit any personal information about others unless you are authorized to do so.
Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others.
Engage in any conduct that is characterized by, or encourages, bigotry or discrimination of any form, including on the basis of race, origin, ethnicity, nationality, religion, gender, occupation, sexual orientation, illness, physical or mental disability, faith, political view or socio-economic class.
Engage in scraping, data mining, harvesting, screen scraping, data aggregating or indexing, or allow or facilitate any third party in doing so.
Use any robot, spider or other automatic device, process or means to access the Services for any purpose, including to monitor or copy any of the material on the Services.
Introduce any viruses, trojan horses, worms, logic bomb, time bomb, web bug, spyware or other material that is invasive, malicious or technologically harmful.
Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Services, the server on which the Services is stored, or any server, computer or database connected to or accessible through the Services.
Attempt to reverse engineer or copy any aspect of the Services.
Use or access the Services for the purpose of competing with Zenapse, or assisting anyone else to do so, or dissuade others from participating in the Services.
Resell or attempt to resell our products or services or in any way represent that you are authorized to do so.
Create a browser or border environment around any part of the Services, or any form of framing or inline linking.
Link to or frame the Services from another website or service, except as permitted by us in writing.
Disparage the Services or Zenapse.
Engage in any inappropriate conduct with respect to the Services or your use thereof.
Otherwise attempt to interfere with the proper working of the Services.

The foregoing examples of prohibited activity are made solely for illustrative purposes and do not constitute an exhaustive list.

Restricted Data

By accessing or using the Services, you acknowledge that use of the Services does not require and is not intended for the collection, storage, or other processing of Restricted Data (as defined below). You agree not to provide to Zenapse, or permit any third-party to provide to Zenapse on your behalf, or deploy the Services in a manner that results in the collection, storage or processing of, any Restricted Data. Without limitation of any of Zenapse's rights or remedies, your failure to comply with this requirement shall be deemed cause for termination in Zenapse's sole discretion. If Restricted Data is inadvertently provided, you shall promptly notify Zenapse in writing and provide all information necessary to identify such Restricted Data. "Restricted Data" means any confidential or personal information that is protected by law and that requires the highest level of access control and security protection, whether in storage or in transit, including, but not limited to: (a) government-issued identification numbers, including social security numbers or other tax identification numbers, driver's license numbers, passport numbers or other state-issued identification numbers; (b) unencrypted passwords or other authentication credentials or the combination of a username or email address along with a password or security question that would permit access to an online account; (c) protected health information, or any electronic protected health information (or other information subject to the HIPAA and HITECH Acts); (d) credit, debit or payment card information, financial or bank account information, or other information subject to PCI security standards; (e) data relating to a person under the age of sixteen (16) years old or subject to the Children's Online Privacy Protection Act of 1998, 15 U.S.C. 6501-6505; (f) data that is subject to regulatory or contractual handling requirements under the Gramm-Leach-Bliley Act; and (g) data classified as "special category data" (or similar term) under applicable privacy laws, including racial or ethnic origin, political opinions, religious beliefs, trade union membership, physical or mental health or condition, sexual orientation, genetic data, biometric data, or the commission or alleged commission any crime or offense about residents of Switzerland or any member country of the European Union.

Intellectual Property Rights

Zenapse's name, the marks "ZENAPSE" and "ZENIMPACT," Zenapse's logos, and all related names, logos, product and service names, designs and slogans are trademarks of Zenapse or its affiliates or licensors. All other names, brands and marks are used for identification purposes only and are the trademarks of their respective owners.

The Services and their entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by Zenapse, its licensors or other providers of such material, and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. No right, title or interest in or to the Services or any content on the site is transferred to you, and all rights not expressly granted are reserved by Zenapse.

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information relevant to the Services ("Feedback") provided by you to us is non-confidential and we will be entitled to the unrestricted use and dissemination of this Feedback for any purpose, commercial or otherwise, without compensation to you. Zenapse may, from time to time, in its sole discretion, develop new products or services, based in whole or in part on user Feedback or the use of the Services by users, including you. You waive any rights relating to any such products or services, including any intellectual property rights, and agree not to assert any claim against Zenapse or anyone else related to the development, offering or use of such products or services, which are the sole property of Zenapse. Zenapse has no fiduciary or other obligations to you, and it is free to disclose any ideas or insights derived from the Services, or your use thereof, to anyone on a non-confidential basis without compensation.

Materials Submitted to the Services

The Services may enable you to submit, post, upload, or otherwise make available content such as reviews, questions, comments, public messages, audio, visual and video content, ideas, information, designs, features, business plans, inventions, product feedback, comments and other content (collectively, "User Materials"). By submitting such User Materials to or using the Services, you represent that you have the full legal right to provide the User Materials and that use of the User Materials by Zenapse and all other persons and entities will not: (a) infringe any intellectual property rights of any person or entity or any rights of publicity, personality, or privacy of any person or entity, including as a result of your failure to obtain consent to post personally identifying or otherwise private information about a person; (b) violate a law, statute, ordinance, or regulation of any country; (c) be defamatory, libelous or trade libelous, unlawfully threatening, or unlawfully harassing; (d) be obscene, child pornographic, or indecent; (e) violate any community or Internet standard; (f) contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data or personal information, or that facilitate or enable such or that are intended to do any of the foregoing; (g) result in product liability, tort, breach of contract, personal injury, death, or property damage; (h) constitute misappropriation of any trade secret or know-how or (i) constitute disclosure of any confidential information owned by any third party.

Upon your submission of User Materials or other material or information to Zenapse, you grant Zenapse, and Zenapse accepts, a worldwide, perpetual, non-terminable, irrevocable, freely transferable, license to access, use, distribute, perform, reproduce, display, modify, create derivative works based upon, and sublicense, and to permit others to access, use, distribute, perform, reproduce, display, modify, create derivative works based upon, and sublicense, the User Materials and any other material or information that you submit to the Services for the purpose of providing the Services, products and services and for all other business purposes of Zenapse. Zenapse may remove User Materials from the Services in Zenapse's sole discretion.

You acknowledge and agree that User Materials may be transferred by Zenapse and its agents, representatives, contractors, and licensees outside of any country, state or territory in which you may be located, including outside the United States. In addition, you acknowledge and agree that it is your obligation to inform third parties of the processing of their personal information in connection with the User Materials and to ensure that any required third parties have given their consent to such processing as required by all applicable law, including data protection legislation. You shall have sole responsibility for all User Materials, including the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all User Materials. You acknowledge and agree that when you share User Materials with third parties or make available User Materials to third parties, you allow the recipients to share, distribute, reproduce, display, and copy such User Materials. Zenapse is not obligated to maintain back-up copies of any User Materials.

Third Party Materials, Products and Services

Zenapse does not claim ownership of or responsibility for any User Materials, information, materials, comments, statements, content, services, products, or other posts by you or any other third parties on the Services (collectively, "Third Party Content"). Zenapse makes no representations, warranties, or covenants with respect to the accuracy, quality, timeliness, confidentiality, or security of any such Third Party Content. Zenapse has no obligation to review, correct, or update any Third Party Content and Zenapse is not liable for any inaccuracies or errors therein. Zenapse cannot and does not grant you any authorizations, licenses or other permissions with respect to any Third Party Content. If you would like to use any Third Party Content, we strongly recommend that you first contact the owner of that Third Party Content.

Third Party Links

If the Services contain links to other sites and resources provided by third parties, such links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources and accept no responsibility for them or for any loss or damage that may arise from your access to or use of them. If you decide to access any third party site via any link in the Services, you do so entirely at your own risk and subject to the terms and conditions of use for such site.

Location of the Services

Zenapse is based in the State of Delaware in the United States, and the Services is operated from and offers its products and services within the United States. We make no claims that the Services or any of its content is accessible, lawful or appropriate outside of the United States. If you access or use the Services from outside the United States, or allow or facilitate such access or use, you do so on your own initiative and are responsible for compliance with local laws.

Monitoring and Enforcement; Termination

We do not generally pre-screen, verify, edit, monitor or moderate User Materials in the Services, but we may do so from time to time in our sole discretion, including if a potential violation of these Terms of Use or any law or regulation is brought to our attention. Without limitation, we have the right to, at any time, in our discretion:

Take any action with respect to any user or User Materials that we deem necessary or appropriate if we believe that they or it violates these Terms of Use, infringes any intellectual property right or other right, threatens the personal safety of any user or users of the Services, or of the public, or could create liability for Zenapse.
Disclose your identity to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.
Disable any user identification code, username or password, whether chosen by you or provided by us, at any time, in our sole discretion, for any reason or for no reason, including, if in our opinion, you have failed to comply with any provision of these Terms of Use.
Terminate or suspend your use of or access to the Services.

Deliberate attempts by you or anyone on your behalf to evade or circumvent the suspension or termination of your use of or access to the Services constitutes an unlawful trespass to our equipment and systems, and may result in legal action.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files or data available for downloading from the internet or the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data.

WE ARE NOT AND WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR ANY ITEMS OBTAINED ON OR THROUGH THE SERVICES, OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY SERVICES LINKED TO IT.

YOUR USE OF THE SERVICES AND ITS CONTENT IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. ZENAPSE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. ZENAPSE MAKES NO WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES OR ANY INFORMATION CONTAINED IN OR DERIVED FROM THE SERVICES. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation of Liability

IN NO EVENT WILL ZENAPSE, ITS AFFILIATES OR ITS OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR SPECIAL DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SERVICES, INCLUDING ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR DAMAGES FOR PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. ADDITIONALLY, IN NO EVENT WILL ZENAPSE'S, ITS AFFILIATES' OR ITS OR THEIR LICENSORS', SERVICE PROVIDERS', EMPLOYEES', AGENTS', OFFICERS' OR DIRECTORS' TOTAL CUMULATIVE LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THESE TERMS OF USE EXCEED $500. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Indemnity

You agree to: (i) defend Zenapse, any corporate parent, subsidiary or affiliated company, and the directors, officers, employees, agents, shareholders and contractors thereof (collectively, "Zenapse Indemnitees") against any and all claims, actions, suits, and other proceedings of third parties ("Claims") arising out of or incurred in connection with the Services and your use of the Services, your fraud, violation of law, or willful misconduct, or any breach by you of these Terms of Use, and (ii) indemnify and hold harmless each and every Zenapse Indemnitee from and against all judgments, losses, liabilities, damages, costs, and expenses (including reasonable fees and disbursements incurred by attorneys, investigators, and expert acting for or on behalf of Zenapse) arising out of or incurred in connection with such Claims. You shall not settle any Claim without the prior written consent of Zenapse. Zenapse may additionally obtain counsel of its choice, provided that Zenapse will be responsible for all such counsel's fees, costs and disbursements.

Changes to the Terms of Use

We may revise and update these Terms of Use from time to time in our sole discretion. If we make major revisions, we will provide notice to you, in our discretion. Regardless of any notice provided, your continued use of the Services following the posting of any revised Terms of Use means that you accept and agree to the changes and to the revised Terms of Use.

Governing Law and Jurisdiction

These Terms of Use, and any dispute or claim arising out of or related thereto, or to Zenapse or the Services (in each case, including contractual and non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or of any other jurisdiction). Any claim, lawsuit, action or proceeding arising out of or related to these Terms of Use, or to Zenapse or the Services, shall be instituted exclusively in the federal or state courts located within the City of New York and County of New York. You agree to the exclusive jurisdiction and venue of any claims in such courts.

Limitation on Time to File Claims

ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OR SUCH CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver of these Terms of Use, or any portion hereof, by Zenapse shall be deemed a further or continuing waiver of such term or condition, or of any other term or condition, and any failure of Zenapse to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is held by a court of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

The Terms of Use and our Privacy Policy (and our Master Subscription Agreement, to the extent applicable) constitute the sole and entire agreement between you and Zenapse with respect to the Services and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Services.

Assignment and Delegation

We may assign our rights under these Terms of Use for any reason, including a change of control or merger as a result of the transfer of assets. You may not assign any of your rights under these Terms of Use, except with our prior written consent. All assignments of your rights are prohibited under this section, whether they are voluntary or involuntary, by merger, consolidation, dissolution, operation of law, or any other manner. For purposes of this section, a "change of control" is deemed an assignment of rights, and "merger" refers to any merger in which you participate, regardless of whether you are a surviving or disappearing entity. We may delegate our performance under these Terms of Use freely. You may not delegate any performance under these Terms of Use. Any purported assignment of rights or delegation of performance in violation of this section is void.