Terms & Conditions
Zenfulnote Terms of Service and End User License Agreement
Last Updated 12/2/23
ARBITRATION NOTICE: YOU AGREE THAT, AS SET FORTH IN SECTION 9 BELOW, DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS-ACTION LAWSUIT OR CLASS-WIDE ARBITRATION OR A TRIAL BY JURY. BELOW, WE EXPLAIN SOME EXCEPTIONS AND HOW YOU CAN OPT OUT OF ARBITRATION. PLEASE CAREFULLY REVIEW THESE TERMS.
These Terms of Service and End User License Agreement (the “Terms”) are a legal contract between you and Zenfulnote, LLC. We refer to ourselves in these Terms as “Company,” “we,” “us,” and ”our.” These Terms cover the terms and conditions by which we offer you access to use our apps, products, content, documentation, websites, and other services made available by us (the “Services”).
By accessing or using our Services, you are entering into a binding agreement with Company that includes: (i) these Terms; (ii) our Privacy Policy; and (iii) any other terms, conditions, or policies linked to in these Terms or our Privacy Policy. Therefore, please carefully review these documents. If you do not agree with the terms of these documents, you are not permitted to access, download, or otherwise use the Services. If there is a conflict between these Terms and any other applicable terms or conditions covering a specific area of the Services, the other applicable terms and conditions shall control unless they expressly state otherwise.
THE SERVICES DO NOT PROVIDE MEDICAL ADVICE OF ANY KIND. The Services are for informational purposes only and are not intended to be a substitute for professional advice, including medical and psychological advice, evaluation, diagnosis or treatment. You should always consult your healthcare provider for diagnosis and treatment of any suspected medical or mental health condition. We do not recommend or endorse any specific tests, physicians, psychologists, products, procedures, opinions, or other information provided by us or others appearing on the Services. Reliance on any of the aforementioned Services is solely at your own risk. Always seek the advice of your qualified healthcare provider with any questions you may have regarding your mental and physical health or conditions. Never disregard professional medical advice or delay in seeking such advice because of something you have read or seen on the Services. Developments in medical research may impact the topics discussed on the Services and no assurances can be given that the information contained on the Services include any or all such developments. The Services may contain health, medical, or other related materials that are sensitive or upsetting for some users. If you find these materials offensive, please discontinue your use of the Service.
If you think you may have a medical emergency, immediately call your doctor or contact your local emergency services.
YOUR USE OF THE SERVICES.
1.1 Age Restrictions. No parts of our Services are directed to persons under the age of 13. If you are under 18 (or under the legal age of adulthood in your state or country), ask your parent or guardian to review and explain these Terms to you and to agree to these Terms on your behalf; they should also supervise your use of the Services. If you are the parent or guardian of children under 18 (or under the legal age of adulthood in your state or country), you agree that you will be responsible for all uses of the Services by your child whether or not such uses were authorized by you. You are legally and financially responsible for all actions using or accessing the Services, including the transactions or other actions of anyone you allow to access the Services or your account.
1.2 About These Terms. We reserve the right to modify these Terms and to modify, suspend, or discontinue the Services, in whole or in part, at any time. By indicating your acceptance of these Terms you agree to be bound by these Terms (including its dispute resolution terms), as well as our Privacy Policy. If we determine we need to amend these Terms, we will endeavor to provide you advance notice of such changes to the Terms through the Services or through other measures that we determine are appropriate. If you indicate your acceptance to such changes to the Terms after being notified of them, you agree to be bound by the revised Terms. If you do not accept the changes, you are not permitted to use the Services.
1.3 Your Account. Some elements of the Services may require that you register an account. To create an account, you may be asked to provide certain information. For more information about what information we collect from you and how we use it, please see our Privacy Policy. You may be permitted to link your account to, and sign into your account using, an account you maintain with another Third Party Service (as defined below). You agree to provide only accurate, current, and complete information about you. You are entirely responsible for keeping your account username and password safe. You also agree not to sell, transfer, or share your account, username, or password, and you agree to notify us immediately if you suspect any unauthorized use of your account. We have the right to deny the creation of any account, for any reason, and we reserve the right to terminate any account that we determine violates these Terms.
1.4 COMPANY DOES NOT REPRESENT OR ENDORSE THE ACCURACY, CURRENTNESS, OR RELIABILITY OF ANY ADVICE, OPINION, STATEMENT OR OTHER INFORMATION DISPLAYED, UPLOADED, OR DISTRIBUTED THROUGH ZENFULNOTE, INCLUDING BUT NOT LIMITED TO, THE MATERIALS, THE SOFTWARE, THE CONTENT, THE SUPPORT, AND/OR THE DOCUMENTATION. USER ACKNOWLEDGES THAT ANY RELIANCE UPON ANY SUCH OPINION, ADVICE, STATEMENT, OR INFORMATION SHALL BE AT USER’S SOLE RISK. SOME JURISDICTIONS DO NOT ALLOW FOR SOME OF THE LIMITATIONS OR EXCLUSIONS AS SET FORTH HEREIN. USER MAY HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION.
2. LIMITED LICENSE.
2.1Your Personal, Non-Commercial Use. Subject to your continued compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to use the Services for your personal, non-commercial enjoyment on your devices for use by only one person at a time. The Services, including the Content (defined below), are licensed, not sold. This license is personal to you only and doesn’t give you ownership rights in any features or Content in the Services.
2.2 We Reserve All Rights to our Content. We, and our licensors, own and reserve all rights, title, and interest in and to the Services, including all information, text, data, files, code, scripts, designs, graphics, artwork, illustrations, photographs, sounds, music, titles, themes, objects, animation, concepts, audio-visual effects, virtual goods, interactive features, methods of operation, and the compilation, assembly, and arrangement of the materials of the Services and any and all copyrightable material; trademarks, logos, trade names, trade dress, service marks, and trade identities of various parties, including ours; and other forms of intellectual property (all of the foregoing, collectively “Content”). The Services may include third-party code. Any third-party scripts or code, linked to or referenced from the Services, are licensed to you by the third parties that own such code, not by us.
2.3 Restrictions. The limited license granted in these Terms does not give you any right to and you may not sell, copy, loan, transfer, assign, lease, disassemble, decompile, decrypt, hack, derive source code from, reverse engineer, modify, create derivative works of, or otherwise exploit the Services (including the Content). The Services may be suspended or terminated for any reason, in our sole discretion, and without advance notice or liability. If we terminate your account, any license from us to you to use the Services or any Content ends immediately. Your unauthorized use of the Services and/or Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability.
2.4 In-App Purchases. When you purchase products or features through the Services on our app, Company is not a party to the transaction and your purchase will be governed by the terms and conditions of the applicable Digital Storefront (defined below). Please review the applicable terms of service of the Digital Storefronts for additional information. You can also contact us for questions concerning refunds of purchases. For such transactions, your order will represent an offer to us to obtain a limited license and right to use the relevant Services that will be accepted by us when we accept payment. At that point, the limited license begins.
2.5 Subscription. As part of our Services, we may offer subscriptions to access certain Content, apps, or products. All associated subscription fees will be processed in accordance with these Terms. SUBSCRIPTIONS AUTOMATICALLY RENEW AND YOUR PAYMENT METHOD WILL BE CHARGED ON A MONTHLY BASIS UNTIL YOU CANCEL YOUR SUBSCRIPTION THROUGH YOUR ACCOUNT SETTINGS OR THIRD PARTY PAYMENT PROCESSING ACCOUNT. If your subscription includes a free trial, you understand and agree that you must cancel your subscription before your free trial ends. If you do not cancel your subscription before the end of the free trial, you will be automatically charged for the first time after the trial period ends and your subscription will automatically renew on a [monthly] basis until you cancel such subscription. ALL SUBSCRIPTION AMOUNTS PAID ARE NON-REFUNDABLE, WHICH MEANS THAT ALTHOUGH YOU CAN TURN OFF AUTO-RENEWAL OF YOUR SUBSCRIPTION AT ANY TIME, YOU WILL NOT RECEIVE A PRO-RATA RETURN OF ANY FEES THAT YOU HAVE ALREADY PAID. You will have access to any Content, apps, or products made available through your subscription until the end of your currently [monthly] period, and the cancellation will take effect on the day after your current monthly period. Failure to provide valid payment details will impact your next recurring monthly period and may result in the cancellation of your subscription. Company reserves the right to change its prices at any time. Any changes in pricing will only apply during the next renewal subscription period or thirty (30) days after notice, if on a month to month plan.
2.6 Taxes and Other Charges. You are solely responsible for paying any sales taxes or other charges added at the time you complete a transaction. You are responsible for all bank fees related to any transactions or failed transactions (e.g., chargebacks from your bank or credit card provider) initiated by you, including domestic and international transaction fees.
2.7 Refund Policy. YOU ACKNOWLEDGE THAT COMPANY IS NOT REQUIRED TO PROVIDE A REFUND FOR ANY REASON, AND THAT YOU WILL NOT RECEIVE MONEY OR OTHER COMPENSATION FOR UNUSED CONTENT, PRODUCTS, OR SERVICES WHEN AN ACCOUNT IS CLOSED, WHETHER SUCH CLOSURE WAS VOLUNTARY OR INVOLUNTARY, OR WHETHER YOU MADE A PAYMENT THROUGH THE SERVICES OR ANOTHER DIGITAL STOREFRONT OR ANY OTHER SITES OR PLATFORMS WHERE WE OFFER OUR SERVICES. If you request a refund within thirty (30) days from the date of your purchase, we may decide to refund your completed transaction amount. To request a refund, please contact us at support@zenfulnote.appIf we approve a refund request, the refund will be issued to the same form of payment used to make the purchase. Please understand that we cannot issue refunds for any transactions through any Digital Storefronts or any other third party marketplace, and you should carefully review their refund policies, if any.
3. CODE OF CONDUCT.
You agree that you will only use the Services or any Third Party Services (defined below) for lawful purposes, in compliance with these Terms and applicable laws, for your own personal, non-commercial use. You further agree that you will NOT:
restrict or inhibit any other user from using or enjoying the Services (for example, by means of harassment, stalking, threatening, hacking, interfering, adversely affecting, or defacement);
use the Services or any Third Party Services to create, upload, or post any material that is knowingly false, defamatory, or inaccurate, or that we reasonably believe to be offensive to players, including language that is abusive, vulgar, obscene, profane, hateful, harassing, sexually explicit, threatening, or otherwise objectionable, or any material that is invasive of one’s privacy, in violation of any law, or is inconsistent with community standards or these Terms;
post, upload, or transmit any information or software that modifies or alters the Services in any way or that contains a virus, worm, timebomb, cancelbot, trojan horse or other harmful, disruptive, damaging, or corrupted component;
make available or use any scripts, bots, unauthorized mods, or other methods designed to interact with the Services in any way for any purpose, including to collect, mine, or scrape information, exploit any bugs, or intercept, redirect, or otherwise interfere with the operation of the Services; and
help or encourage others in connection with any of the above or to violate these Terms.
3.2 Consequences. If you do not follow the acceptable use and policies (including the above rules) that we may post and update from time to time on our websites and apps, we may, in our sole discretion, stop providing the Services to you, close your account, or take appropriate measures to enforce these Terms. We may also notify law enforcement (or another appropriate government agency) if the breach involves a threat to the life or safety of yourself or others, or any other activity that we believe to be unlawful. We are not liable for any violation of these Terms by you or by any other user.
3.3 Monitoring. We may (but are not obligated to) actively monitor use of the Services, both on our own servers and on your computer or device, for a wide variety of different purposes, including preventing harm to our users and improving the Services. We monitor and collect data regarding use of the Services as explained in our Privacy Policy.
4. USER GENERATED CONTENT & COPYRIGHT INFRINGEMENT.
4.1 User Generated Content. The Services or Third Party Services (defined below) may enable you or others to create, upload, store, access, or share content, including your communications and interactions with others, your postings submitted to us or through the Services, the files, photos, documents, audio, digital works, art, graphics, livestreams, videos, account statistics, feedback, suggestions, comments, text, and other materials created by you and/or others and uploaded, stored, broadcasted, or shared through the Services or other services (“UGC”). We do not claim ownership of any UGC, and you are solely responsible for your UGC. In exchange for your use of the Services, and to the extent that your UGC gives rise to any copyright interest, you hereby grant Company and the Licensed Parties (defined below) the worldwide, perpetual, royalty-free, irrevocable, sublicensable, non-exclusive right to use, reproduce, modify, create derivative works based upon, distribute, transmit, publicly display, publicly perform, and otherwise use and exploit your UGC for any purpose whatsoever without compensation, notice, or credit to you. You hereby waive and agree never to assert any moral rights of paternity, publication, reputation, or attribution with respect to use of your UGC as licensed herein under applicable law. You represent and warrant that you own the sole unencumbered right in your UGC and to grant this license and that use of your UGC as granted herein will not violate or infringe the rights of any third parties or cause the Licensed Parties to incur any additional fees. We reserve the right, but we are not obligated, to suppress, block, hide, remove, or delete any or all UGC at our sole discretion, and to report any illegal UGC and related user information to the appropriate authorities. You agree to hold the Licensed Parties harmless for any loss or damages arising from your UGC.
Copyright Infringement. We respond to claims of copyright infringement under the Digital Millennium Copyright Act, 17 U.S.C. § 512 by submitting notice to support@zenfulnote.app
4.2 Takedown Notice. To submit a notice of claimed copyright infringement under U.S. law, provide our designated agent listed above with the following written information:
A physical or electronic signature of the copyright owner or a person authorized to act on his or her behalf;
Identification of the copyrighted work claimed to have been infringed;
Identification of the infringing material and information reasonably sufficient to permit us to locate that material;
Your contact information, including your address, telephone number, and an e-mail address;
A statement that you have a good faith belief that the use of the material in the manner asserted is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
4.3 Counter-Notice. If you believe that your material has been removed in error in response to a copyright notification, you may submit a counter notification to our designated agent with the following written information:
A physical or electronic signature;
Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
Your name, address, and telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if your address is outside of the U.S., for any judicial district in which Channel may be found, and that you will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.
We will respond to notifications and counter notifications of claimed copyright infringement in accordance with applicable law.
5. THIRD PARTY SERVICES.
5.1 Third Party Services. Our Services may allow you to access (paid or unpaid), use, or otherwise interact with content, software, features, products, platforms, and services operated or provided by companies or entities other than us (“Third Party Services”). If you choose to access, use, transact with, or otherwise interact with any Third Party Services, you do so at your own risk, and you understand that by using our Services, you are directing the applicable company or entity to make Third Party Services available to you. You are solely responsible for your dealings with third parties. You acknowledge and agree that when you access, use, or interact with Third Party Services using our Services, the applicable terms of these Terms and any applicable usage terms associated with the Third Party Services will govern your use of that Third Party Service. We do not endorse any Third Party Services that are compatible with, or made available or marketed on or through, the Services. You represent and warrant that you will not use any Third Party Services in any manner that infringes upon the intellectual property rights of Company or any third party or otherwise use or appropriate any third party’s intellectual property without the express written authorization of the owner. We do not license any intellectual property to you as part of any Third Party Services, and we are not responsible or liable to you or others for any information, content, materials, or services provided by any Third Party Services or for the results obtained from using them.
5.2 Digital Storefronts. The Services may be made available through a platform, participating third-party online store, application store, or other store authorized by us (“Digital Storefronts”). These Terms and the availability of the Services through any Digital Storefront is subject to the additional terms and conditions set forth on or required by the applicable Digital Storefront and all such applicable terms and conditions are incorporated herein by this reference. We are not a party to any transactions through the Digital Storefronts as those are administered by the Digital Storefronts. We have no responsibility or liability to you for your transactions with the Digital Storefronts. You acknowledge that the Digital Storefront has no obligation to provide any maintenance or support services to you in connection with the Services. If an app fails to conform to any applicable warranty, you may notify the Digital Storefront, and the Digital Storefront may refund the purchase price, if any, for the app to you, but, to the fullest extent permitted by applicable law, the Digital Storefront will have no other warranty obligation whatsoever with respect to the Services. Any claim in connection with the Services including, without limitation, those related to product liability, a failure to conform to applicable legal or regulatory requirements, claims under consumer protection or similar legislation, or intellectual property infringement are governed by these Terms, and the Digital Storefront is not responsible for such claims. You must comply with the Digital Storefront terms of service and any other Digital Storefront applicable rules or policies. The Digital Storefront is a third-party beneficiary to these Terms, and may enforce these Terms against you.
5.3 Zenfulnote Marks: Zenfulnote marks, or logos are the trademarks or service marks of Zenfulnote. You may not use Zenfulnote Marks, including in metatags or any hidden text, without Zenfulnote's prior permission. You may not use Zenfulnotes Marks in any manner that disparages Zenfulnote or its products or services or portrays Zenfulnote in a false, competitively adverse or poor light. You agree not to contents the ownership of Zenfulnote Marks or to register or attempt to register any confusingly similar mark in any jurisdiction for any reason.
6. UPDATES AND FEATURES.
6.1 Updates. We may provide updates or upgrades to the Services that may be required to continue using the Services, including automatically and in the background without notice to you. Such updates are subject to these Terms unless other terms are presented with the updates, in which case, those other terms apply. We aren’t obligated to make any updates or upgrades available. It is your responsibility to ensure your equipment and device(s) meets all the necessary technical specifications to enable you to access and use the Services. We don’t guarantee that we will support the version of the system or device for which you licensed, obtained, or purchased any part of the Services.
6.2 Availability. The Services and Content may be unavailable from time to time, may be offered for a limited time, or may vary depending on your region or device. If you change locations, you may need to re-acquire the Services or Content that were available to you and paid for in your previous region, if applicable. We are not liable for any disruption or loss you may suffer as a result of any occasional disruptions and outages in availability of the Services.
6.3 Internet-Based Services. The Services may connect to the internet or a wireless network. Using the Services operates as your consent to the transmission of standard device information (including but not limited to technical information about your device, system, software, and peripherals) for internet-based or wireless services. You are solely responsible for the maintenance and reliability of your internet connection and wireless access at your own cost.
6.4 Promotions. “Promotions” means all giveaways, sweepstakes, contests, and other promotions sponsored by us or companies that we may partner with. We reserve the right, in our sole discretion, to interpret the rules of any Promotion, and such interpretation and all decisions by us shall be final and binding upon all participants in the Promotion. We reserve the right to disqualify any participant that we determine, in our sole discretion, violates the rules of the Promotion. We reserve the right, in our sole discretion, to modify, extend, suspend, cancel, and/or terminate any Promotion, or any part of it, at any time.
6.5 GOVERNING LAW AND JURISDICTION. These Terms are entered into in the State of Texas and shall be governed by, and construed under, the laws of the State of Texas without regard to conflict of law rules. Except as otherwise expressly set out in Section 9 “Dispute Resolution,” the exclusive jurisdiction for all disputes that you and Company are not required to arbitrate will be the state and federal courts located in Travis County, Texas, and you and Company each waive any objection to jurisdiction and venue in such courts. You and we further acknowledge and agree that the agreement to arbitrate below affects interstate commerce and that the U.S. Federal Arbitration Act and federal arbitration law apply to arbitrations under these Terms (despite any other choice of law provision).
7. DISPUTE RESOLUTION.
PLEASE READ THIS SECTION CAREFULLY – IT SIGNIFICANTLY AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS. IT CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
If you have an issue that cannot be resolved quickly and amicably by contacting our customer support at , this Dispute Resolution section explains how you and Company agree to resolve any Dispute (defined below), including (where applicable) by binding, individual arbitration.
1.1 Background on Arbitration. Arbitration is an alternative dispute-resolution process that allows you and us to try to resolve Disputes (defined below) without the formality or expense of litigating in court. Arbitration is often faster and less expensive than formal litigation. Disputes that are subject to arbitration are submitted to a neutral arbitrator, who has the power to award the same damages and relief that a court can, instead of being presented in court to a judge or jury. If you wish to opt-out of this binding individual arbitration requirement, you must comply with the opt-out process set forth in the “Opt-Out Right” paragraph below. This binding individual arbitration requirement will not apply to the extent prohibited by the laws of your country of residence.
1.2 Informal Negotiation Process. In an effort to help us get to a resolution faster and reduce the costs for both parties, you and Company agree to first attempt to informally negotiate any Dispute for at least 30 days (except as set out in the “Exclusions from Arbitration” section below). Those informal negotiations will start on the day you or Company receive a written Notice of a Dispute as set out below. For the avoidance of doubt, Company’s decision to suspend or terminate these Terms and/or your access to any part of the Services or Content if Company determines you violate any term of these Terms is not subject to any informal negotiation process.
If you have a Dispute with us, you will send written notice to Zenfulnote, LLC at support@zenfulnote.app, in order to give us the opportunity to resolve the Dispute through informal negotiation (“Notice of Dispute”). Include your name, account name, or registered email address you use to access the Services, your address, how to contact you, what the problem is, and what you would like us to do in response. If we have a Dispute with you, we will send our Notice of Dispute to your registered email address and any billing address you have provided us.
Instead of informal negotiations, you and Company agree that either party may bring an individual action in small-claims court for claims that meet the requirements of small-claims court. If the Dispute isn’t resolved through informal negotiation or small-claims court, you or Company may start an arbitration as set forth in these Terms.
1.3 Disputes We Both Agree to Arbitrate. You and Company agree that any Dispute that cannot be resolved through the informal negotiation procedures set forth above or in small-claims court will be submitted to and resolved through binding arbitration on an individual basis. “Dispute” means any dispute, claim, or controversy (except those listed in the “Exclusions from Arbitration” paragraph below) between you and Company, under any legal or equitable theory, including any that relates to your use or attempted use of the Services (including any Content), any software related to the Services, and Company’s products and services generally, all matters under these Terms, the Privacy Policy, or any other agreement between you and Company including the validity, enforceability, and scope of this binding individual arbitration requirement. You understand that there is no judge or jury in arbitration and that court review of an arbitration award is limited. You and Company agree that whether a dispute is subject to arbitration under these Terms will be determined by the arbitrator rather than a court.
1.4 Exclusions from Arbitration. To the fullest extent permitted by applicable law, the informal negotiation and individual binding arbitration requirements shall not apply to (i) individual actions duly filed in small claims court of competent jurisdiction on an individual basis; (ii) claims relating to or arising from enforcement or validity of intellectual property rights, theft, piracy, or unauthorized use, including any circumvention of technological measures or the creation of cheats or other methods that may interfere with the Services; (iii) pursuit of enforcement actions through a government agency if the law allows; (iv) a complaint or remedy under the EU General Data Protection Regulation; (v) an action to compel or uphold any prior arbitration decision; and (vi) the enforceability of the “No Class Actions” paragraph below. Such claims excluded from informal negotiation and arbitration under this section are subject to the “Governing Law and Jurisdiction” section in these Terms.
1.5 No Class Actions. THE ARBITRATION PROCEEDINGS IN THIS SECTION WILL BE CONDUCTED ON AN INDIVIDUAL BASIS ONLY. Class actions and class arbitrations are not allowed. You may bring a claim only on behalf of yourself and cannot seek relief that would affect other users of our Services. Unless both you and Company agree otherwise, the arbitrator may not consolidate or join more than one person’s or party’s claims, and may not otherwise preside over any form of a consolidated, representative, or class proceeding. The arbitrator may award any relief permitted by applicable law only with respect the individual party seeking relief, but to the maximum extent permitted by applicable law, may not award relief against either party respecting any person other than that individual party seeking relief.
1.6 Arbitration Rules. Except as expressly provided herein, all Disputes between us shall be resolved by arbitration conducted by the American Arbitration Association (“AAA”), in accordance with the then-current AAA Consumer Arbitration Rules, before a single retired judge or professional arbitrator with relevant subject-matter experience. In all cases, there shall be one (1) arbitrator, who will be agreed to by the parties within thirty (30) days of receipt by respondent of a copy of the demand for arbitration. If no single arbitrator can be agreed upon by the parties, the arbitrator shall be selected in accordance with the rules of AAA. The arbitration shall allow for the discovery or exchange of non-privileged information relevant to the Dispute. If there is a conflict between AAA rules and the rules set forth in these Terms to arbitrate, the rules set forth in these Terms to arbitrate will govern. You and Company both agree that the arbitration will be conducted in the English language and that the arbitrator will be bound by these Terms.
1.7 Arbitration Procedures. The party starting an arbitration must take the following steps:
(1) Write a Demand for Arbitration. The demand must include, among other things, a description of the claim and the amount of damages sought to be recovered. You can find a copy of a Demand for Arbitration at www.adr.org.
(2) Send one copy of the Demand for Arbitration, one copy of these Terms, plus the appropriate filing fee to: American Arbitration Association, Case Filing Services, 1101 Laurel Oak Road, Suite 100 Voorhees, NJ 08043.
(3) Send one copy of the Demand for Arbitration to the other party. You send us a copy to support@zenfulnote.app. We will send our copy to your registered email address and any billing address you have provided us.
1.8 Notice and Filing. IF A DISPUTE MUST BE ARBITRATED, YOU OR COMPANY MUST START ARBITRATION OF THE DISPUTE WITHIN TWO (2) YEARS OF THE EVENTS GIVING RISE TO THE DISPUTE. If applicable law requires you to bring a claim for a Dispute sooner than two (2) years after the Dispute first arose, you must start arbitration in that earlier time period. We encourage you to tell us about a Dispute as soon as possible so we can work to resolve it. FAILURE TO PROVIDE TIMELY NOTICE WILL PERMANENTLY BAR ALL CLAIMS.
1.9 Arbitration Fees. Payment of all filing, administration and arbitrator fees will be governed by the AAA’s rules. If, however, you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Company will pay as much of the filing, administration, and arbitrator fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive for you. If the arbitrator determines the claim(s) you assert in the arbitration are frivolous, you agree to reimburse Company for all fees associated with the arbitration that Company paid on your behalf, which you otherwise would be obligated to pay under the AAA’s rules.
1.10 Decision of the Arbitrator. The arbitrator (not a judge or jury) will resolve the Dispute. Any decision or award by the arbitrator shall be final and binding on the parties. Unless otherwise agreed, any arbitral award shall consist of a written statement stating the disposition of each claim or Dispute and provide a concise written statement of the essential findings and conclusions on which the award is based. The arbitrator shall be permitted to award only those remedies in law or equity which are requested by the parties and which the arbitrator determines are supported by credible relevant evidence. Unless otherwise expressly consented by Company, the arbitrator may not award relief against Company respecting any person other than you. Any decision or award may be enforced as a final judgment by any court of competent jurisdiction or, if applicable, application may be made to such court for judicial acceptance of any award and an order of enforcement
1.11 Location of Arbitration. The arbitration shall be conducted in Austin, Travis County Texas.
1.12 Arbitration proceedings are confidential. Except as may be required by law, the parties shall preserve the confidentiality of all aspects of the arbitration, and shall not disclose to a third party (other than disclosure to the affiliates of a party on a need-to-know basis and such affiliates are informed of the confidential nature of such information and are instructed to keep such information confidential), any or all information made known and documents produced in the arbitration not otherwise in the public domain, all evidence and materials created for the purpose of the arbitration, and all awards arising from the arbitration, except, and to the extent that disclosure is required by law or regulation, is required to protect or pursue a legal right or is required to enforce or challenge an award in legal proceedings before a court or other competent judicial authority.
1.13 You and we expressly waive the right to a trial by judge or jury. YOU AND WE AGREE AND UNDERSTAND THAT, BY USING ARBITRATION TO RESOLVE DISPUTES, YOU AND WE ARE GIVING UP ANY RIGHT THAT YOU OR WE MAY HAVE TO A JUDGE OR JURY TRIAL WITH REGARD TO ALL CLAIMS SUBJECT TO THESE TERMS TO ARBITRATE. YOU AND WE FURTHER AGREE THAT ANY CLAIM HEARD IN A COURT OF COMPETENT JURISDICTION WILL BE HEARD BY A JUDGE INSTEAD OF A JURY, EXCEPT WHERE A JURY TRIAL WAIVER IS NOT PERMISSIBLE UNDER APPLICABLE LAW.
1.14 Continuation. This Dispute Resolution section survives any termination of these Terms or the provision of the Services to you by Company.
1.15 Future Changes to Agreement to Arbitrate. Although Company may revise these Terms, the Privacy Policy, or other agreements or policies at its discretion, Company does not have the right to alter these Terms to arbitrate or the rules specified herein with respect to any Dispute once that Dispute has accrued.
1.16 Opt-Out Right. YOU HAVE THE RIGHT TO OPT OUT OF THIS BINDING INDIVIDUAL ARBITRATION REQUIREMENT AND CLASS ACTION WAIVER. If you do not wish to be bound by the binding individual arbitration and class action waiver in these Terms, you must notify us in writing of your decision to opt-out within 30 days of the date that you first accept these Terms or, if we make any changes to these Terms to arbitrate which alter your rights, within thirty (30) days after the effective date of such revision to these Terms to arbitrate, unless a longer period is required by applicable law. Your written notification must be sent, support@zenfulnote.app Your notice must include (1) your full name; (2) your mailing address; (3) your user account name, if you have one; and (4) a clear statement that you do not wish to resolve disputes with Company through arbitration. You are responsible for ensuring our receipt of your opt-out notice, and you therefore may wish to send a notice by means that provide a written receipt of delivery. Any opt-out notification received after the applicable deadline or lacking any of the required information will be ineffective and these Terms to arbitrate will remain in full force and effect, except as expressly provided above. If you opt-out of these Terms to arbitrate, we also will not be bound by the terms of these Terms to arbitrate.
1.17 Severability. If any clause within this Dispute Resolution section is found to be invalid, unenforceable, or illegal, that clause will be severed and the remainder of this Dispute Resolution section will be given full force and effect. The only exception to this is the “No Class Actions” paragraph. If the “No Class Actions” paragraph is found to be invalid, illegal or unenforceable in its entirety, this entire Dispute Resolution section will be void and unenforceable, and the Dispute will proceed in court. Under no circumstances shall arbitration be conducted on a class basis without Company’s express consent. If, for any reason, a claim proceeds in court rather than in arbitration, the dispute shall be exclusively brought in state or federal court in Travis County, Texas. Suits brought in state court may be removed to federal court by either party if permissible by law.
2. WARRANTY DISCLAIMER. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED TO YOU "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS." NEITHER THE COMPANY APP, THE DIGITAL STOREFRONTS, NOR ANY OF OUR OR ITS RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS, OR LICENSORS (COLLECTIVELY, THE "LICENSED PARTIES") MAKE ANY REPRESENTATIONS, WARRANTIES, PROMISES, OR GUARANTEES OF ANY KIND WHATSOEVER AS TO THE SOFTWARE, CONTENT, THIRD PARTY SERVICES, OR OTHER SERVICES, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE. THE LICENSED PARTIES DO NOT WARRANT THAT THE SERVICES OR THIRD PARTY SERVICES WILL BE ACCURATE OR RELIABLE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR FREE OF VIRUSES. TO THE FULLEST EXTENT PERMITTED BY YOUR LOCAL LAW, THE LICENSED PARTIES DISCLAIM ANY IMPLIED WARRANTIES INCLUDING FOR NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND SATISFACTORY QUALITY.
3. LIMITATIONS OF OUR LIABILITY.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE LICENSED PARTIES BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSSES OR DAMAGES, OR DAMAGES FOR SYSTEM FAILURE OR MALFUNCTION OR LOSS OF PROFITS, DATA, USE, BUSINESS OR GOOD-WILL, ARISING OUT OF OR IN CONNECTION WITH THE SERVICES OR THESE TERMS, WHETHER ARISING IN CONTRACT, TORT, STRICT LIABILITY, STATUTE OR ANY OTHER LEGAL OR EQUITABLE THEORY.
IN THE EVENT YOU HAVE ANY BASIS FOR RECOVERING DAMAGES ARISING FROM THE SERVICES OR A BREACH OF THESE TERMS, YOU AGREE THAT YOUR EXCLUSIVE REMEDY IS TO RECOVER FROM THE LICENSED PARTIES DIRECT DAMAGES AND THE MAXIMUM LIABILITY IS LIMITED TO THE LESSER OF (A) THE AMOUNTS YOU HAVE PAID TO COMPANY TO ACCESS AND USE THE SERVICE IN THE 12 MONTHS PRIOR TO THE CLAIM OR (B) ONE HUNDRED U.S. DOLLARS ($100 USD).
4. INDEMNIFICATION.
To the fullest extent permitted by applicable law, you agree to defend, indemnify and hold harmless the Licensed Parties from and against any and all claims, liabilities, damages, losses, costs and expenses (including, reasonable attorneys’ fees and costs) arising out of or in connection with: (i) your breach or alleged breach of these Terms; (ii) any information or content provided by you to us; and/or (iii) your acts or omissions. The Licensed Parties reserve the right to assume, at their own expense, the exclusive defense and control of any matter subject to indemnification by you, and in such case you agree to cooperate with our defense of any claim.
You are solely responsible for any third party costs you incur to use the Services, and you bear all risk of loss for accessing or using the Services.
5. TERMINATION.
5.1 You may stop using the Services and related services at any time and terminate these Terms by destroying and/or deleting all copies of any materials or software in your possession. We may modify, suspend, discontinue, substitute, remove, replace or limit your access to any aspect of the Services or Content at any time to the fullest extent under applicable law. We may suspend or terminate these Terms and/or your access to any aspects of the Services or Content immediately if we, in our sole discretion, determine you violate these Terms. You understand, acknowledge, and agree that our decision to suspend or terminate these Terms and/or your access to any part of the Services or Content, in our sole and absolute discretion, shall be final, binding, and conclusive upon you and that we shall have no responsibility or liability to you whatsoever at any time in connection therewith.
5.2 If your use of the Services is terminated, whether by you or us, the rights granted to you under these Terms will stop immediately, you must stop using the Services and Content, and your information associated with your use of the Services will be deleted or otherwise disassociated from you (unless otherwise required by law to retain, return, or transfer it to a third party designated by you). You will not be able to access any app history, Content, or other information stored on the Services.
5.3 If you terminate these Terms before the end of any subscription period, you will not be entitled to a refund of your prepaid fees, except as expressly provided above. If we terminate your account or these Terms before the end of any subscription period for any reason other than your breach of these Terms and you are then unable to access the Services, we will refund you any fees you have prepaid for the remaining subscription period on a pro-rata basis.
6. MISCELLANEOUS.
6.1 General. These Terms is the entire agreement between you and us for your use of the Services. It supersedes any prior agreements between you and us regarding your use of the Services. We may assign these Terms, in whole or in part, at any time without notice to you. You may not assign your rights or obligations under these Terms or transfer any rights to use the Services. All parts of these Terms apply to the fullest extent permitted by applicable law. Section 9 of these Terms prevails over this section in the event of any inconsistency with it. All Sections that by their nature apply after these Terms ends will survive any termination or cancellation of these Terms. We reserve the right to investigate and prosecute any suspected breaches of these Terms or use of the Services. We may disclose any information as necessary to satisfy any law, regulation, legal process, or governmental request.
6.2 Severability. If any clause within these Terms section is found to be invalid, unenforceable, or illegal, that clause will be limited or eliminated to the minimum extent necessary and the remainder of these Terms will be given full force and effect.
6.3 Remedies. In the event that you breach these Terms, you hereby agree that we would be irreparably damaged if these Terms were not specifically enforced, and therefore you agree that we shall be entitled, without bond, other security, or proof of damages, to obtain equitable remedies with respect to breaches of these Terms, in addition to such other remedies as we may otherwise have available to us under applicable laws.
6.4 Export Laws. You acknowledge and understand that the Services may be subject to U.S. and other export control and sanctions laws and regulations, including, without limitation, the Export Administration Regulations and other regulations, rules, and executive orders administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”) or other relevant sanctions authority, as applicable (collectively, the “Export Controls and Sanctions Laws”). You represent that you are not a Sanctioned Person (as defined below) and agree not to take any action that will cause anyone, including, without limitation, any of the Licensed Parties, to be in violation of any applicable Export Controls and Sanctions Laws. For purposes of these Terms, “Sanctioned Person” means any government, country, corporation, or other entity, group, or individual with whom or which Export Controls and Sanctions Laws prohibit or restrict a person or entity in the U.S. or your jurisdiction of residence from engaging in transactions, and includes, without limitation, any individual, corporation, or other entity that (1) appears on OFAC’s Specially Designated Nationals and Blocked Persons List or other lists maintained by OFAC or other relevant sanctions authority or the U.S. Department of Commerce or similar entity, as each such list may be amended from time to time, or (2) is currently the subject or the target of any comprehensive sanctions laws and regulations.
CONTACT US. If you have any questions, claims, complaints, or concerns about the Services or these Terms, please contact us at: support@zenfulnote.app