zenGOT Services Inc. ("zenGOT", "we", "us", "our", etc.)
PLEASE READ THIS AGREEMENT CAREFULLY. BE SURE YOU HAVE READ AND UNDERSTAND ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT BEFORE CLICKING "I AGREE” OR USING OR CONTINUING TO USE THE SERVICES OR THE zenGOT PLATFORM. IF YOU DO NOT ACCEPT AND AGREE TO ALL THE TERMS AND CONDITIONS IN THIS AGREEMENT, DO NOT USE THE SERVICES OR THE zenGOT PLATFORM.
THIS AGREEMENT LIMITS YOUR LEGAL RIGHTS AND CREATES BINDING LEGAL OBLIGATIONS FOR YOU, INCLUDING YOUR WAIVER OF RIGHTS TO ANY CLASS ACTION, DISCLAIMERS AND LIMITATIONS OF YOUR RIGHTS, AND YOUR AGREEMENT TO INDEMNIFY zenGOT AND TO BE RESPONSIBLE TO zenGOT FOR ANY LOSSES OR DAMAGES YOUR ACTIONS, OR FAILURES TO ACT, MAY CAUSE TO zenGOT.
YOU AGREE THAT YOU USE THE SERVICES AND THE zenGOT PLATFORM SOLELY AT YOUR OWN RISK.
zenGOT owns and operates the website located at www.zenGOT.com (the “zenGOT Website”) and the zenGOT mobile application (the “zenGOT App”) and other proprietary software and applications (including software as a service). The zenGOT Website, the zenGOT App and such other proprietary software are collectively referred to in this Agreement as the “zenGOT Platform”). All products and services provided, delivered or made available via the zenGOT Platform are collectively referred to as the "Services".
YOU WARRANT AND REPRESENT THAT YOU ARE OF THE FULL AGE OF MAJORITY IN YOUR PROVINCE OR TERRITORY OF RESIDENCE. IF YOU ARE UNDER THE AGE OF 18, OR UNDER THE AGE OF MAJORITY IN YOUR PROVINCE, WHICHEVER IS HIGHER, YOUR LEGAL GUARDIAN OR PARENT MUST CONSENT TO YOUR USE OF THE SERVICES PROVIDED THROUGH THE ZENGOT PLATFORM AND MUST ACCEPT THIS AGREEMENT ON YOUR BEHALF.
THE SERVICES AND THE zenGOT PLATFORM ARE NOT AVAILABLE IN QUEBEC, OR OUTSIDE OF CANADA, OR WHERE PROHIBITED BY LAW, OR OTHERWISE IN LOCATIONS WHERE zenGOT HAS NOT MADE THE SERVICES AVAILABLE.
THE SERVICES AND THE zenGOT PLATFORM MERELY SERVE AS A PLATFORM ALLOWING USERS TO CONNECT AND INTERACT WITH EACH OTHER, INCLUDING BY ALLOWING USERS AS CONSUMERS TO CONNECT AND ENTER INTO SEPARATE AGREEMENTS WITH OTHER USERS ACTING AS PROVIDERS OF PRODUCTS AND SERVICES. zenGOT GIVES NO WARRANTIES, CONDITIONS OR GUARANTEES, AND zenGOT WILL HAVE NO LIABILITY OR RESPONSIBILITY TO YOU OR ANYONE ELSE FOR THE ACTIONS OR FAILURES TO ACT OF YOU OR ANY OTHER USER OF THE SERVICES, OR THE QUALITY OF PRODUCTS OR SERVICES PROVIDED OR RECEIVED BY YOU OR ANY OTHER USERS OF THE SERVICES FROM zenGIVERS (AS DEFINED BELOW) OR OTHER USERS.
"zenGOT" and "us", "our", "ours", etc. refers to zenGOT Services Inc., and our subsidiaries and affiliates where the context requires, and "you", "your", "yours", etc. refers to you as the person who enters into this Agreement with zenGOT, and to any person on whose behalf you enter into this Agreement, and to any other person you allow to use your account to access or use the Services, whether or not zenGOT has expressly agreed to that other person using the Services. You remain personally liable to zenGOT even where you contract on behalf of another person or allow others to use your account. Your rights to allow others to use your account are limited by this Agreement.
This Agreement applies to you as a user of the zenGOT Platform either as an independent service provider (“zenGiver”) or as a customer ("Customer") looking to order or receive services from zenGivers. zenGivers and Customers are collectively referred to as “Users”, and include Users who upload any content, information, data or materials to the Services, Users who use the Services or who receive any products or services from other Users, Users who download the zenGOT App and Users who simply view the content or materials on or available through the zenGOT Website.
This Agreement may be amended or updated by zenGOT from time to time without notice as per the terms set out in “Amendments to this Agreement” clause set out below. As the Agreement may change since your last use of the zenGOT Platform or the Services, it is your responsibility to review this Agreement for any changes. Your use of the zenGOT Platform or the Services after any amendments or updates of this Agreement shall signify your agreement to and acceptance of such revised Agreement. Any new features that may be added to the zenGOT Platfrom from time to time will be subject to this Agreement, unless stated otherwise.
Here are the defined terms used in this Agreement. These defined terms may be used in the singular or plural, where applicable:
“Account” is the account you set up when signing up on the zenGOT Platform.
“Customer” is a person, persons or company who uses the Services to connect with service providers known as zenGivers to obtain products or services for themselves or for another person or company through the zenGOT Platform, and refers to you where the context requires.
“Service” or “Services” are the Services offered, made available to you, or used or received by you, through or on the zenGOT Platform.
“User” is a user of the zenGOT Platform. A User may be either a Customer or a zenGiver, and refers to you where the context requires.
“zenGiver” is an independent contractor or service provider who provides products or services comprising zenGiver Services through the zenGOT Platform, and refers to you where the context requires.
“zenGiver Contract” is the agreed contractual arrangement between a zenGiver and Customer pursuant to which a zenGiver agrees to provide products or services to a Customer and the Customer agrees to pay a fee for such products or services through the zenGOT Platform.
"zenGiver Services" are products or services provided to a Customer by a zenGiver pursuant to a zenGiver Contract.
2. CONTRACTUAL RELATIONSHIP
Your Warranties and Representations:
As a User of the zenGOT Platform, you represent and warrant the following:
- You are at least 18 years of age AND of the full legal age of majority in the jurisdiction where you reside and where your Services are delivered.
- You have full legal capacity to enter into a binding contract, including full authority, right, and capacity to enter into this Agreement as well as to abide by the terms of this Agreement and you will so abide.
- When you enter into this Agreement on behalf of an organization or corporation you have full authority to act on behalf of the organization or corporation as well as binding the organization or corporation to this Agreement.
- You will honour and respect all aspects of the property rights and privacy of other Users, and you understand Users to include both Customers and zenGivers. You will comply with all applicable legislation, regulations, laws, by-laws and common law principles and court decisions applicable to your actions.
- You will not record (whether audio, video, or otherwise) or publish or display to the public any zenGiver Services provided nor any interaction by or with any User, and/or zenGOT in connection with the zenGOT Platform and the Services without the prior written consent of all relevant Users. However, you may take photos only for the purposes of demonstrating work performed or to show damaged items, which may only be shared through the chat function of the zenGOT Platform with the relevant Users and zenGOT. You shall not take photos for any other reasons and you shall not retain or use any photos for any other purposes or share them with anyone else without the prior written consent of all Users. Any photos uploaded to the zenGOT Platform will become the property of zenGOT.
- You will uphold the commitments you make to any other User including being punctual for appointments at the agreed upon time with such Users, communicating in a clear, precise and prompt manner through the chat thread relating to the Services, and/or responding to requests for, or related to zenGiver Services promptly, and using the third-party payment processing system specified and approved by us for paying and/or receiving payment through the zenGOT Platform for any zenGiver Services provided.
- You will behave in a lawful, respectful and responsible manner in all of your interactions with Users of the zenGOT Platform whether you are a zenGiver or a Customer. Any User who does not act in a lawful or respectful manner towards other Users may be removed from the zenGOT Platform at the sole discretion of zenGOT.
- If you are a zenGiver, you will provide exceptional zenGiver Services in a safe, professional and punctual manner and you will only put yourself forward to perform zenGiver Services which you are qualified and/or have the requisite skills and expertise to perform.
- If you are a zenGiver who indicates on the zenGOT Platform that you are licensed or certified in a given field, you warrant and represent that you hold the necessary license and/or certification which you are claiming. In addition, you warrant and represent that you are and will remain active and in good standing with the appropriate licensing and/or certification board, that you hold and shall maintain the prescribed insurance; and that you acknowledge and agree that your insurance shall be primary for any zenGiver Services provided or performed.
3. ROLE AND RELATIONSHIP OF USERS AND USE OF THE ZENGOT PLATFORM
a) The zenGOT Platform:
zenGOT, through the zenGOT Platform, provides Services which allows zenGOT Customers to connect with zenGivers through its communications capabilities. zenGOT acts as an intermediary providing introductions between Customers and zenGivers, and is not directly involved in, or a party to, any zenGiver Contract, or the delivery or provision of zenGiver Services.
b) No Employment or Agency Relationship:
zenGOT is not the employer, contractor or supervisor in any way of any User, zenGiver, or zenGiver Services, or any other product or service provider. zenGOT does not control, direct, monitor, nor supervise any zenGiver Services or work performed in any manner. A zenGiver provides or delivers zenGiver Services as an independent contractor pursuant to a zenGiver Contract, which is a completely separate contract between the zenGiver providing zenGiver Services and the User receiving such zenGiver Services, and zenGOT is not a party to such separate contract. The Services do not make any User the legal representative or agent of any other User, and the Services do not give any User the power to require and/or obligate any other User for any purpose (including any right to demand, direct, or supervise the daily affairs of the other). No agency, joint venture, partnership, franchise agreement, fiduciary or employment relationship is either intended or created by reason of this Agreement for any purpose whatsoever.
zenGOT does not supervise and will not be responsible for the performance or non-performance of any User or any zenGiver Services, nor do we have control over the quality, timing, legality or any other aspect whatsoever of zenGiver Services, or with respect to zenGivers, Customers, nor of the responsibility, qualifications, actions, errors or omissions whatsoever of any User. zenGivers are solely responsible for the performance of the zenGiver Services they provide and you acknowledge and accept that zenGOT has no control over that nature or quality of zenGiver Services, or the manner in which zenGiver Services are performed or delivered. zenGOT will not be responsible nor liable for any breach of contract by a zenGiver, or any error, act or omission of a zenGiver. zenGOT does not verify nor validate the licenses, skills or qualifications of any zenGiver. You will therefore ask zenGivers with which you choose to contract for their credentials and/or abilities as required by you to satisfy yourself as to their capacity, skills and ability to perform the zenGiver Services you have requested, zenGOT does not directly provide any products or services to Customers other than the Services available through the zenGOT Platform, and zenGOT and the zenGOT Platform is only a means of enabling Users to connect with each other.
c) No Employment or Agency Relationship:
This Agreement does not create the relationship of employer and employee between zenGOT and you. You are an independent contractor and you are not, and will not be an employee of zenGOT. You confirm that you are not an employee of zenGOT and will not be eligible for any programs or benefits that are only available to employees of zenGOT. You will not represent yourself as an employee, agent, partner, or associate of zenGOT. You have no authority to enter into any agreements which bind zenGOT.
d) User Vetting:
zenGOT, at its sole discretion, shall always have the right, but no obligation, to require Users to be subject to a vetting process before they can register for and/or at any time, and from time to time, during their use of thezenGOT Platform and the Services including (but not limited to) verification of their identity. Without limitation, zenGivers may be required to undergo and a criminal background check using a third-party service as appropriate, and refusal to do so, or zenGOT learning that a zenGiver has a criminal record, shall be grounds to refuse to enter into this Agreement with such zenGiver, or to terminate this Agreement, without any liability whatsoever, with such zenGiver. zenGivers hereby consent to zenGOT conducting all background checks zenGOT feels are necessary, whether or not required by applicable laws.
Notwithstanding zenGOT's rights to verify and carry out background checks with respect to Users, zenGOT cannot confirm that each User is who they claim to be and therefore zenGOT cannot and does not assume any responsibility or liability of any kind with respect to the conduct or character of any other User or zenGiver.
You agree to exercise caution and use common sense to protect your personal safety and property when interacting with any other User, as you would when interacting with any other person you do not know.
You agree to become and remain familiar with all policies of zenGOT posted on the zenGOT Platform or otherwise brought to your attention, and to strictly comply with all such policies. Your use of the zenGOT Platform and the Services is conditional on your doing so. zenGOT reserves the right to amend any of its policies (including this Agreement) at any time and without notice. Your continued use of the Services following such amendment constitutes your acceptance of such amendment. Amendments may include both deletions and additions, as well as changes.
f) Changes to the zenGOT Platform:
We reserve the right in our sole discretion to review, change, modify, add to, supplement or delete (either temporarily or permanently) all or any portion or component of the Services, the zenGOT Platform or any content or information thereon with or without notice. We will not be liable to you, or any User, or any other party for any change, modification, addition to, or deletion of the zenGOT Platform or any part thereof.
The term "Confidential Information" shall mean any and all of zenGOT’s trade secrets, confidential and proprietary information, personal information of any third party in our custody or control, and all other information or data of zenGOT that is not generally known to the public or other third parties who could derive value, economic or otherwise, from its use or disclosure. The zenGOT Platform and the Services are only usable and accessible by authorized Users provided with a login name and password registered with zenGOT. Any other use or access is strictly prohibited. Information accessed within the secured login section of the zenGOT Platform and the Services is both confidential and proprietary.
Confidential Information includes, without limitation, confidential business methods and processes, research and development information, business plans and strategies, marketing plans and strategies, information pertaining to current and prospective Customers, information pertaining to distributors, pricing information, costing information, non-public financial information, personnel information, and information about current and prospective products or Services, whether or not reduced to in writing or other tangible medium of expression, including work product created by a zenGiver in rendering zenGiver Services to a User.
You accept and acknowledge that the Confidential Information is a highly-valuable, unique and special asset of zenGOT and you further agree that you will not use, transfer and/or disclose (nor seek to induce others to use, transfer and/or disclose) any of the Confidential Information for any purpose other than disclosure to your authorized agents or employees who are bound to maintain the confidentiality of the Confidential Information. You shall use best efforts to protect Confidential Information from unauthorized use, transfer and/or disclosure. You shall immediately notify zenGOT in writing of any circumstance which may constitute unauthorized use, transfer and/or disclosure of Confidential Information. You shall return all originals and copies of any and all materials containing Confidential Information to zenGOT upon termination of this Agreement for any reason whatsoever.
4. DISPUTE RESOLUTION
In the event you are dissatisfied with any zenGOT Service you must report the issue to us in writing within ten (10) days. You waive any claims you may have against us if you do not report the issue within this time period. zenGOT wil not be liable nor responsible for reimbursing or refunding any fees or charges paid by you to any other User, including to any zenGiver. Any dispute between you and any zenGiver is to be resolved between you and such zenGiver although, if you notify us within the above-mentioned period of ten (10) days, we will have the right, but not the responsibility, to intervene in the dispute and attempt to mediate or otherwise resolve it by encouraging you and the other party to discuss the matter and attempt to resolve it on a reasonable basis. We have no legal authority to force any other User or zenGiver to resolve a dispute with you. As the zenGOT Platform is an online marketplace only, we request that, although you should notify us, Users first make attempts to resolve disputes between themselves. In the event you are unable or unwilling to resolve a dispute directly (without zenGOT’s assistance) then, for valid complaints (such as not showing up; or unprofessional behaviour), zenGOT may, at its sole discretion, attempt to mediate the dispute satisfactorily. However zenGOT gives no warranty or condition that we will become involved or that, if we do, that we will be able to resolve disputes between Users.
b) Exclusive Jurisdiction
You agree that this Agreement is made in the Province of British Columbia and will be governed by and construed pursuant to the laws of the Province of British Columbia, Canada, and the federal laws of Canada applicable in British Columbia, and further that any dispute between you and zenGOT will be settled by litigation before the courts of British Columbia, sitting at Vancouver. Notwithstanding your location, residence or domicile, you irrevocably attorn to the jurisdiction of the courts of the Province of British Columbia, sitting at Vancouver or, if applicable in the circumstances, the Federal Court of Canada, and all competent courts of appeal from the foregoing. You undertake and agree to bring no action in any other jurisdiction. You further undertake and agree to not commence or pursue any action against zenGOT by way of class proceedings or class action. Notwithstanding the foregoing, zenGOT will have the right to commence action against you in any court of competent jurisdiction to seek damages from you for breach by you of this Agreement, and to seek equitable remedies, including an injunction, to compel your performance of this Agreement, and to restrain you from any breach of this Agreement, or any infringement, violation or misappropriation of the proprietary rights, including intellectual property rights, of zenGOT.
5. ZENGOT APP, INTELLECTUAL PROPERTY AND PUBLIC AREAS
The zenGOT Platform, the zenGOT App, and the Services (including all materials and content contained therein, including but not limited to: text; graphics; images; icons; logos; slogans; and audio/video clips), is and will be the exclusive property of zenGOT, its subsidiaries and affiliates, and/or the suppliers of our content and as such are protected by Canadian, United States and international copyright laws.
All trade-marks, trade names, logos, designs, distinguishing guise, trade get-up and trade dress of zenGOT (collectively, the "zenGOT Marks") are trademarks of zenGOT and the exclusive property of zenGOT in Canada, the U.S. and internationally. We expressly prohibit the use of any or all of the zenGOT Marks in connection with any service and/or product other than the Services, including in any manner which is likely to cause confusion among the public, or in any manner which discredits and/or disparages zenGOT. Any trademarks not owned by zenGOT which appear on our Platform remain the intellectual property of their respective owners whether or not such owners are connected to, affiliated with, and/or sponsored by zenGOT.
c) Your Account:
As a zenGiver or Customer (in either case, as a User), you must have and maintain your own zenGOT Account, be logged into it, and have a valid payment method associated with it in order to order or provide Services through the zenGOT Platform. It is your responsibility to maintain the confidentiality of both your zenGOT Account and password as well as prohibiting others to access your zenGOT Account. You agree to accept full liability and responsibility for any activity that occurs under or using your zenGOT Account. zenGOT reserves the right to refuse the Services for any reason, or no reason; to terminate your zenGOT Account and license or rights to use the zenGOT Platform or the Services; to eliminate any User's account; to delete or edit content, or to delete or cancel any order at its sole discretion.
d) Reviews, Comments, Communications, and other Content:
Users of the zenGOT Platform may be permitted to post reviews, comments, and other content; send a “tell a friend” message or other communication; submit feedback, suggestions, questions, or other information, provided that, and conditional that, the content is not any of the following: illegal, tortious, defamatory, threatening, vulgar, objectionable, not consisting of "spam" or unsolicited commercial messages, constituting a pyramid scheme or unlawfully offering a franchise, nor promoting or marketing of any other business. You may not create a false account using a false e-mail address, or any other false or misleading information, nor impersonate any person, nor in any other manner mislead anyone as to the origin of any other content. zenGOT reserves the right, but is not obligated, to delete and/or edit any such content.
Should you choose to post content then you acknowledge and agree that you are granting, and are deemed to have granted to zenGOT a fully-paid, world-wide, nonexclusive, irrevocable, perpetual, royalty-free, and entirely sublicensable right for us to use, copy, publish, translate, edit, modify, shorten, distribute, and publicly display such content throughout the world in any media. Further you acknowledge and grant zenGOT and its sublicensees the right to use your name (as submitted in connection with said content) if we choose. You represent and warrant that you exclusively own and control all rights to the content which you post. You will indemnify zenGOT against any and all claims which result from the content you post. zenGOT retains the right (but is not obligated) to monitor, remove, and/or edit all such content. zenGOT has no responsibility nor do we assume any liability for the content posted by you or any other party.
The zenGOT Platform may also contain blogs, community forums, chat rooms or message boards, job postings, applications, news groups, or other communication facilities that allow you to communicate with other Users and/or with zenGOT. Some of these will be public and zenGOT cannot and will not be responsible for any materials posted in such public areas including your name and login identification, nor for the actions of any User with respect to any information or materials posted in such public areas. In our sole discretion we may publicly post any communication you submit to a non-public area of the zenGOT Platform.
The rules for using the zenGOT Platform include the following restrictions. You will not:
- Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as, but not limited to, rights of privacy and publicity) of others, including other Users, zenGOT staff and zenGivers, nor use information learned from the Services, the zenGOT Platform or from other Users, zenGOT staff or zenGivers for any purpose not expressly permitted in this Agreement.
- Publish, post, upload, distribute or disseminate any profane, defamatory, infringing, obscene, illegal, offensive or unlawful topic, name, material or information.
- Use the zenGOT Platform for any purpose which is in violation of local, state, provincial, national, or international law.
- Upload files that contain software or other material that violates the intellectual property rights (or rights of privacy or publicity) of any third party.
- Upload files that contain viruses, Trojan horses, worms, malware, spyware, corrupted files, or any other similar software that may damage the operation of another's computer.
- Post or upload any content to which you have not obtained any necessary rights or permissions to use accordingly.
- Advertise or offer to sell any products or services for any commercial purpose through the zenGOT Platform which are not relevant to the zenGOT Platform.
- Conduct or forward surveys, contests, pyramid schemes, or chain letters.
- Impersonate another person or a User or allow any other person or entity to use your identification or your zenGOT Account to post or view comments.
- Post the same note repeatedly or otherwise upload, transmit or send bulk unsolicited commercial messages (also known as “Spamming”). Spamming is strictly prohibited.
- Download any file posted by another User that you know, or reasonably should know, cannot be legally distributed through the zenGOT Platform.
- Restrict or inhibit any other User from using and enjoying the zenGOT Platform.
- Imply or state that zenGOT endorses any statements you make, without prior written consent of zenGOT. zenGOT has no obligation to make any such endorsement.
- Use a robot, spider, manual and/or automatic process or device to data-mine, data-crawl, scrape or index the zenGOT Platform in any manner.
- Hack or interfere with the zenGOT Platform, its servers or any connected networks.
- Adapt, alter, license, sublicense or translate the zenGOT Platform for your own personal or commercial use.
- Remove or alter, visually or otherwise, any copyrights, trademarks or proprietary marks and rights owned by zenGOT or its suppliers or providers, or any other User.
- Upload content that is offensive and/or harmful, including, but not limited to, content that advocates, endorses, condones or promotes racism, bigotry, hatred or physical harm of any kind against any individual or group of individuals.
- Upload content that provides materials or access to materials that exploit people in an abusive, violent or sexual manner.
- Use the zenGOT Platform to solicit for any other business, website, product or service, or otherwise contact Users for employment, contracting or any purpose not related to use of the zenGOT Platform as permitted herein.
- Use the zenGOT Platform to collect Users names, personal information and or/email addresses of Users by electronic or other means.
- Use the zenGOT Platform in a manner which is false or misleading (directly or by omission or failure to update information) or for the purpose of accessing or otherwise obtaining trade secret information of zenGOT or any other User for public disclosure or other purposes.
- Attempt to circumvent the payments system or Service fees in anyway including, but not limited to, processing payments outside of the zenGOT Platform, including inaccurate information on invoices, or otherwise invoicing or acting in a fraudulent manner.
- Register under different User names or identities, after your zenGOT Account has been suspended or terminated or register under multiple Users names or identities, or have more than one zenGOT Account.
- Mirror or archive any part of the zenGOT Platform or any content or material contained on the zenGOT Platform without our express prior written permission.
- Cause any third party to engage in the restricted activities above.
e) App Permission:
When you use the zenGOT App you may be granting permissions to us for the device you are using to access the zenGOT App. Most devices provide the user with information regarding these permissions under the settings and/or details section. Please refer to your specific device to determine which features the zenGOT App has been permitted to be used. Your use of the zenGOT App with your device constitutes your confirmation that you accept the means by which your device accesses the zenGOT App and interacts with and uses the zenGOT App.
6. ACCESS AND USE OF SERVICES
a) Registration (and your Personal Information):
i) Collection of your Personal Information
In order to use the zenGOT Platform you may be required to complete a registration form and become an authorized “User”. We may refuse to grant you (and therefore you may not use) a User name, email address or screen name that is already being used by another individual if it is construed as impersonating another person, or if it belongs to another person, or that violates intellectual property or any other rights of any person, or that is offensive, or that we decide to reject for any other reason at our sole discretion.
ii) Access to your Account (password and security)
Accessing the zenGOT Platform may require registration as a User (an "Authorized User") in which case you will use both a User name and password (collectively “Password”). You will be the sole Authorized User of your Password and are responsible for maintaining the confidentiality of your Password, whether provided by you or us, for accessing the zenGOT Platform. As you are solely and completely responsible for any and all activities that occur in your zenGOT Account under your Password (excepting that zenGOT may make changes that you have requested such as rescheduling an appointment with a zenGiver) it is incumbent on you, and your exclusive responsibility, to protect yourself against unauthorized access to your zenGOT Account Password and your computer. You will ensure that you logout of your zenGOT Account and close your browser after you have completed your use of the zenGOT Platform and/or the Services. zenGOT has no control over the use of your zenGOT Account or Password whether by you or any third parties and we expressly disclaim any and all liability related thereto.
You are required to notify us in writing immediately if you suspect and/or become aware of any unauthorized payments, access and/or use of your Password (and/or of the zenGOT Platform or Services), if your Password is lost and/or stolen, and any other breach of security. Such notice will not release you from responsibility and liability for such theft, loss, security breach, unauthorized use and/or access of your Password (and/or of the zenGOT Platform or the Services) prior to the receipt of your notification to zenGOT. From time to time zenGOT may login to or access your zenGOT Account for the purpose of maintaining and/or improving the Services offered including assisting with technical issues. You hereby acknowledge and agree to such access. We shall be entitled (but not obligated), in our sole discretion, to assess your Password. If we determine that you are using a Password we consider to be unsecure then we may, at our sole discretion, require you to change the Password and/or terminate your access to the zenGOT Platform. Nothing in this section shall affect our rights to limit or terminate the zenGOT Platform.
From time to time we may reasonably request that you provide us with proof of identify which you agree to provide.
b. Communications from us:
You accept and acknowledge that you are under no obligation to consent to receive promotional messages as a condition of using the zenGOT Platform or the Services. Further you may opt-out of receiving promotional or marketing emails, texts or calls from zenGOT at any time. You may also opt-out of receiving all emails, texts or phone calls from zenGOT (including informational or transactional messages), however you acknowledge that opting out of receiving all emails, texts or phone calls will impact your use of the zenGOT Platform or the Services and may result in your zenGOT Account being unusable. You agree to zenGOT using a third-party service which will mask your telephone number when you communicate with a zenGiver or Customer. zenGOT will receive, in real time, call data (and also store the call data) including the precise date and time of the telephone call or text message, both parties phone numbers, and the content of any text messages. You agree to the masking process as outlined above in addition to zenGOT’s use and/or disclosure of the call data for its legitimate business purposes and/or as required by law.
b) How the zenGOT Platform Works:
i) Posting a Service Request
You must sign into your Account to post a request for products and/or services from zenGivers (a "Service Request"). Your Service Request is considered legally to be an offer open to acceptance and, if made unconditionally, and then unconditionally accepted by a zenGiver, you will have entered into a contract with that zenGiver. If you post a Service Request on the zenGOT Platform you will be asked to provide certain information pertaining to that Service Request such as the location where the products or services contained or described in the Service Request are to be delivered or performed, the date and time of the requested delivery or performance, the time required for the requested delivery or performance, any additional information relating to the requested delivery or performance, as well as your payment information (for first time requested delivery or performance). For requested delivery or performance that are not same day or urgent next day requests, you will have the opportunity to view available zenGivers and select the zenGiver you wish to fulfill or carry out the requested delivery or performance. For requested delivery or performance that are same day, the posting will go out to all available zenGivers who provide same day products or services for the requested delivery or performance in your area and beyond.
ii) Acceptance of a Service Request resulting in a Service Contract
Once a Service Request has been posted on the zenGOT Platform, a zenGiver can accept the Service Request based on their availability, qualifications and geographic proximity. Once a Service Request is accepted by a zenGiver this constitutes an enforceable legal contract ("Service Contract") between the zenGiver and you as Customer. After a zenGiver has accepted a Service Request, the zenGiver shall contact the Customer through the chat function on the zenGOT Platform to confirm the details for the Service Request and find out if the Customer has any special requests regarding the Service Request.
a. Cancelling or Rescheduling a Service Contract. If you wish to cancel or reschedule a Service Contract, you may do so, without penalty, as long as the Service Contract is cancelled or rescheduled at least 24 hours before the start time of the Service Contract either on the zenGOT Website or through the zenGOT App (in the appropriate place for such cancellation).
b. Fees for Customer Cancelling with less than 24 hours' notice. If you (as the Customer) are a no show for a Service Contract or if you cancel a Service Contract less than 24 hours before the start time of a Service Contract, you will be charged a cancellation fee in the amount set out below due to the impact such cancellation will have on the zenGiver and their ability or inability to book another Service Contract on such short notice:
1) For cancellations by the Customer within four (4) to twenty-four (24) hours before the start time of the Service Contract, the Customer will be charged the equivalent amount of one hour of the Service Contract;
2) For no-shows or cancellations by the Customer within zero (0) to four (4) hours before the start time of the Service Contract, the Customer will be charged the full amount of the Service Contract.
c. Fees for zenGiver Cancelling with less than 24 hours' notice. If you (as the zenGiver) are a no show for a Service Contract, or if you cancel a Service Contract less than 24 hours before the start time of a Service Contract, you will be charged a cancellation fee in the amount set out in the zenGOT Service Provider Agreement due to the impact such cancellation will have on the Customer and their ability or inability to book another Service Contract on such short notice.
d. Rearranging a Service Contract or waiving cancellation fees. zenGOT may choose to rearrange a Service Contract for a Customer with another zenGiver. zenGOT may compensate a zenGiver with part or all of any cancellation fees paid by a Customer. zenGOT may waive the cancellation fees under circumstances which we deem, at our sole discretion, to be suitable. A decision by us to waive a cancellation fee shall be deemed final.
e. Amendments to cancellation fees. At its sole discretion, zenGOT may choose to amend the cancellation fees from time to time. Further information regarding cancellation fees and/or any amendments to cancellation fees will be set out on the zenGOT website.
c) Electronic Communications:
While using the zenGOT Platform to send e-mails, text messages, and other communications from either your desktop or mobile device to us, you may be communicating with us electronically. By using the zenGOT Platform, you are granting express consent and agreement to accept and receive communications from us (including but not limited to: e-mails, text messages, phone calls, and push notifications) and you are invited to retain copies of such communications for your records. Furthermore you acknowledge and agree that all communications including but not limited to: agreements, disclosures, notices and any other communication which we provide electronically will satisfy any and all legal requirements that such communications be in writing.
d) Prohibited Acts:
Users of the zenGOT Platform are not permitted to exchange contact information such as telephone numbers, email addresses, or full names, nor may they post contact information on the zenGOT Platform. Once a Service Request has been posted, a zenGiver will receive location information and will be able to contact the Customer through the chat function on the zenGOT Platform to facilitate completion of the Service. At such time, Customers will also be able to communicate with the zenGiver via the chat function on the zenGOT Platform to provide any additional information regarding the Service Contract. You agree to respect the privacy of other Users of the zenGOT Platform and only use personal information to the extent necessary for the Service Contract to be completed.
Additionally, zenGOT invests time, money and resources in marketing and attracting Customers and zenGivers to sign up and use the zenGOT Platform and in providing the Services. You therefore agree that any Customers or zenGivers you meet or obtain through the zenGOT Platform are Customers or zenGivers of the zenGOT Platform and, as such, any arrangement of a Service Contract between the Customer and zenGiver must be made exclusively through the zenGOT Platform. You agree to not engage with or arrange Service Contracts, or any other contract or arrangement, with zenGivers or provide Services to zenGOT Customers outside of the zenGOT Platform as this reduces the value to all Users of the zenGOT Platform and jeopardizes its integrity. If it is determined that you are arranging Service Contracts with zenGivers or providing products or services to zenGOT Customers outside of the zenGOT Platform, without the express and written consent of zenGOT, zenGOT will have the right (but not the obligation) to take legal action against you and/or charge you, and collect from you, a Finders Fee in the sum of $2,000 in Canadian currency for each zenGOT Customer you are providing products or services to or for each zenGiver you arrange to provide products or services to you outside of the zenGOT Platform. Additionally, zenGOT has the right to permanently remove you and your zenGOT Account from the zenGOT Platform.
During the term of this Agreement and for a period of 12 months following the termination of this Agreement, regardless of the circumstances of such termination, you will not, either directly or indirectly, on your own behalf or in the service or on behalf of others, solicit, divert, appropriate or misappropriate, or attempt to solicit, divert, appropriate or misappropriate for any purpose competitive with the interests of zenGOT or any Customer or any zenGiver, any User (including Customers and zenGivers) you have been introduced to or with which you have interacted through the zenGOT Platform.
f) Prohibited Services:
The following is a non-exhaustive list of the types of Service Requests and Service Contracts which are prohibited from being requested, offered, negotiated, or completed with the zenGOT Platform:
- Any Service Request or Service Contract that would violate the law, rules, regulations, orders and/or legal rights of any person or entity in the jurisdiction of either zenGOT or any User or in any other applicable jurisdiction, including without limitation, criminal laws and labour and employment laws;
- Any Service Request or Service Contract which encourages and/or facilitates illegal activities, or constitutes one or more illegal activities (including not only criminal law, but activities giving rise to civil liability or tort liability);
- Pornographic or obscene products, content or services including sexual and/or escort services, offers and solicitations of prostitution and/or pornography;
- Any Service Request or Service Contract that the Customer has no legal right to request or that the zenGiver has no legal right to perform;
- Lottery, raffles, games of chance and/or sweepstakes entries;
- Any Service Request or Service Contract that would harm or violate children, minors and other vulnerable people or animals;
- Affiliate marketing, multilevel marketing and/or pyramid schemes; and
- Any Service Request or Service Contract related to spam, or unsolicited Services or products, or false, misleading and/or fraudulent Services.
g) Mobile Access to the zenGOT Platform and Mobile Devices:
i) Mobile Access:
The zenGOT Platform may include the zenGOT App, which is a mobile application permitting access to the Services as offered by zenGOT. The zenGOT App may allow you to upload content to the zenGOT Platform as well as send and/or receive messages on your mobile device. Your mobile device service provider may restrict and/or prohibit certain mobile access or certain aspects of the zenGOT Platform may be incompatible with your mobile device and/or your mobile device service provider. Additionally your mobile device service provider may charge you fees for messaging, data transmission and/or other activities you perform on your mobile device within the zenGOT Platform. zenGOT will have no responsibility or liability for any fees and/or charges which you incur while using the zenGOT Platform (including mobile access on the zenGOT App). You should check with your mobile device service provider to find out whether you will be charged any fees and/or other charges to use and/or access the zenGOT Platform (including mobile access on the zenGOT App) and with any related questions.
ii) App Terms:
iii) Devices Incompatible with the zenGOT Platform (including mobile access on the zenGOT App):
zenGOT is not responsible nor liable if you have a mobile device that is not compatible or if you download the wrong version of an app, including the zenGOT App, for your mobile device. zenGOT reserves the right to terminate the use of the zenGOT App or any other aspect of the zenGOT Platform should you be using the zenGOT Platform (including mobile access on the zenGOT App) with an incompatible or unauthorized device.
iv) Application License:
a. zenGOT grants you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install a copy of the zenGOT App, when available, on a mobile device or computer that you own or control and to run such copy of the zenGOT App solely for your own personal use. Furthermore, with respect to any zenGOT App access through or downloaded from the Apple App Store (“App Store Sourced Application”), you will use the App Store Sourced Application only: (i) on an Apple-branded product that runs i)S (Apple’s proprietary operating system software); and (ii) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. zenGOT reserves all rights, titles and interests in and to the zenGOT App not expressly granted to you under this Agreement.
b. Further you acknowledge and agree that this Agreement is valid between you and zenGOT only and that Apple is not a party to this Agreement other than as a third-party beneficiary as contemplated below; and you further agree that zenGOT, and not Apple, is solely responsible for the App Store Sourced Application as well as the zenGOT Platform content.
c. You also acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance or support services to you with respect to the App Store Sourced Application.
d. To the maximum extent permitted by applicable law, Apple will have no warranty or obligation whatsoever with respect to the App Store Sourced Application.
e. Notwithstanding anything to the contrary herein, and subject to the terms in this Agreement, you acknowledge and agree that zenGOT, and not Apple, is solely responsible for addressing any claims you may have related to the App Store Sourced Application, or your possession and/or use thereof, including but not limited, to: (i) product liability claims, (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement, and (iii) claims arising under customer protection or similar legislation.
f. Further, you agree that if the App Store Sourced Application, or your possession and use of the App Store Sourced Application, infringes on a third party’s intellectual property rights, you will not hold Apple responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claims.
g. You acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this agreement for App Store Sourced Applications, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted this right) to enforce this agreement for App Store Sourced Application against you as a third-party beneficiary thereof.
h. Without limiting any provision of this Agreement, you must comply with all applicable third party terms of agreement when using the App Store Sourced Application.
g) Access to Other Media or Web Sites (including Links and Plug-Ins):
You agree and acknowledge that the zenGOT Platform may contain advertisements. Should you decide to conduct any business dealings with anyone whose services and/or products may be advertised on the zenGOT Platform you hereby acknowledge and agree that any such dealings are solely between you and the advertiser. Furthermore you acknowledge and agree that zenGOT will have no responsibility or liability for any damages and/or losses that you may incur arising from or as a result of such dealings.
7. PAYMENT INFORMATION
ALL PAYMENTS FOR zenGiver SERVICES MUST BE MADE ON A CASHLESS BASIS THROUGH THE zenGOT PLATFORM.
i) Methodology. Users of the zenGOT Platform contract for zenGiver Services directly with other Users acting as zenGivers. zenGOT is not (and will not be) a party to any Service Contract. Payments for zenGiver Services through the zenGOT Platform are made on a cashless basis by a Customer directly through the zenGOT Platform; such payments are facilitated through the zenGOT Platform via a secure third party Payment Processing Company (the “Payment Processing Company”).
ii) Payment Information by Customers. Customers will be required to provide their payment information (credit card information) securely through the zenGOT Platform to the Payment Processing Company.
iii) Hold on Credit Card for booked Service Contract. When a Customer enters into a Service Contract, a hold is placed on their credit card for one and a half times the estimated total amount of the zenGiver Services. If it is determined that a Customer will require a zenGiver for additional time, products or services, and the zenGiver and Customer agree to the extension of time of the original Service Contract then an additional hold may be placed on the Customer’s credit card for the additional estimated time of the zenGiver Service. Upon completion of the zenGiver Service, Customers will be responsible for the actual total amount of the zenGiver Service and the Customer’s credit card will be charged by zenGOT for the total amount of the zenGiver Service.
iv) Customer Invoices. Customer invoices will include the following information: (1) the pricing terms for the zenGiver Service (as agreed between Customer and zenGiver); (2) any gratuity or tip, if applicable; and (3) any taxes payable in relation to the provision of the zenGiver Service.
v) No payments via cash. At no time shall zenGivers receive payment for any Services directly from any Customer including any cash payments or otherwise.
vi) Payment Information by zenGivers. zenGivers will be required to provide their payment information (bank account details and related information) to zenGOT so that zenGOT can pay the zenGiver for the zenGiver Services performed by the zenGiver on the zenGOT Platform minus the service fee zenGOT charges for the utilization of the zenGOT Platform as set out in the zenGiver Service Provider Agreement.
vii) Refunds. zenGOT reserves the right (but not the obligation), at its sole discretion, upon request from any User or upon notice of any unauthorized charge, potential fraud, or misuse of the zenGOT Platform to: (1) place on hold any zenGiver Service payment; or (2) refund or credit the payment for same.
viii) Trust and Safety Fee. A 7.5% Trust and Safety Fee is applied to all zenGOT bookings. This fee is applied to the final service charge you incur, appears on your invoice and is charged via the payment method you provide at checkout. This fee does not affect zenGivers' earnings.
b) Additional payment card information:
c) Gift Card Information:
i) Gift Cards. zenGOT gift cards (“Gift Cards”) may be available to make payments (in full or in part) for zenGiver Services rendered by a zenGiver (including the Service fee zenGOT charges for the utilization of the zenGOT Platform) but may not be used to pay for incidental (out of pocket) expenses.
ii) Gift card procedure. Customers are required to enter each Gift Card into their Account on the zenGOT Platform in order for it to be applied toward any zenGiver Service of their choice.
iii) Gift Card Terms. Gift Cards are non-refundable unless stated otherwise, and not replaceable if lost or stolen. A Gift Card cannot be combined with any other Gift Card and cannot be used as a credit or debit card. zenGOT reserves the right to limit quantities of Gift Cards purchased or used by any person, organization or company and further to cancel a Gift Card if we believe that the Gift Card was obtained through unauthorized or fraudulent means.
iv) Gift Card Expiry. Gift Cards have no set expiration date (except as required by law in a particular jurisdiction). However, zenGOT reserves the right at any time to refuse to honour a Gift Card where any product, service or zenGiver associated with such Gift Card is no longer available, whether at the price stated in association with the Gift Card, or at all.
v) Gift Card Use. In the event that a purchase exceeds the value of the Gift Card’s balance the Gift Card holder must pay the difference by another method acceptable to zenGOT. Unused Gift Card balances are non transferable.
8. DISCLAIMERS, LIMITATION OF LIABILITY AND INDEMNITY
a) Disclaimer of Warranties and Conditions:
You expressly acknowledge, agree with and consent to the fact that your use of the zenGOT Platform is at your sole risk.
zenGOT AND THE zenGOT PLATFORM, THE SERVICES AND THE zenGOT APP, AND ANY AND ALL OTHER PRODUCTS, SERVICES, MATERIALS, INFORMATION OR CONTENT MADE AVAILABLE TO YOU THROUGH THE zenGOT PLATFORM ARE PROVIDED BY zenGOT STRICTLY ON AN "AS IS", "WHERE IS", AND "AS AVAILABLE" BASIS UNLESS OTHERWISE STATED IN WRITING BY zenGOT.
YOU WARRANT AND REPRESENT THAT YOU HAVE INDEPENDENTLY DETERMINED THAT THE zenGOT PLATFORM, THE zenGOT APP, THE SERVICES AND ALL OTHER PRODUCTS, SERVICES, MATERIALS, INFORMATION OR CONTENT MADE AVAILABLE TO YOU THROUGH THE zenGOT PLATFORM MEET YOUR PERSONAL, TECHNICAL AND BUSINESS REQUIREMENTS AND THAT YOU HAVE NOT, AND DO NOT, RELY ON ANY REPRESENTATION MADE BY zenGOT AS TO THE SUITABILITY OF THE THE zenGOT PLATFORM, THE zenGOT APP, THE SERVICES AND ALL OTHER PRODUCTS, SERVICES, MATERIALS, INFORMATION OR CONTENT MADE AVAILABLE TO YOU THROUGH THE zenGOT PLATFORM FOR ANY PARTICULAR PURPOSE.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THERE ARE AND SHALL BE NO REPRESENTATIONS, WARRANTIES, TERMS, CONDITIONS, GUARANTEES, OR COVENANTS, (WHETHER EXPRESS OR IMPLIED, OR ARISING FROM STATUTE, OPERATION OF LAW, COURSE OF DEALING OR CUSTOM OF TRADE OR OTHERWISE), GIVEN BY zenGOT OR AFFECTING ANYTHING TO BE DELIVERED BY zenGOT UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE zenGOT PLATFORM, THE zenGOT APP, THE SERVICES AND ALL OTHER PRODUCTS, SERVICES, MATERIALS, INFORMATION OR CONTENT MADE AVAILABLE TO YOU THROUGH THE zenGOT PLATFORM.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU HEREBY IRREVOCABLY WAIVE, AND zenGOT HEREBY DISCLAIMS ANY WARRANTY OR CONDITION AS TO THE OPERATION OR AVAILABILITY OF THE zenGOT PLATFORM, THE SERVICES, THE zenGOT APP, AND ANY AND ALL OTHER PRODUCTS, SERVICES, MATERIALS, INFORMATION OR CONTENT MADE AVAILABLE TO YOU THROUGH THE zenGOT PLATFORM, THE zenGOT APP OR THE SERVICES OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OR CONDITION OF MERCHANTABLE QUALITY, OR ANY LEVEL OF QUALITY, FITNESS FOR ANY PURPOSE, COMPLIANCE WITH ANY DESCRIPTION, SUITABILITY, WORKMANLIKE QUALITY, UNINTERRUPTED OPERATION, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ACCURACY, TIMELINESS, COMPLETENESS, OR ERROR-FREE OPERATION.
YOU WILL BE SOLELY RESPONSIBLE FOR OBTAINING AND DEALING WITH YOUR OWN ISP, FOR YOUR OWN CONNECTIONS TO THE zenGOT PLATFORM, THE zenGOT APP, AND THE SERVICES, AS WELL AS ANY DATA CONNECTION SERVICE, THE INTERNET AND THE WORLD WIDE WEB. zenGOT SHALL HAVE NO LIABILITY TO YOU WHATSOEVER FOR FAILURE OF ANY ISP, CELLULAR SERVICES PROVIDER, TELECOMMUNICATION SERVICES PROVIDER, OR OTHER THIRD PARTY OF ANY KIND TO PROVIDE THEIR SERVICES, INCLUDING THOSE PROVIDING SERVICES TO zenGOT.
YOU ACKNOWLEDGE AND AGREE THAT EMAIL, ELECTRONIC COMMUNICATIONS, MOBILE, CELLULAR AND OTHER DATA CONNECTIONS, THE INTERNET AND THE WORLD WIDE WEB ARE NOT FULLY DEPENDABLE MEDIA OR MEANS OF COMMUNICATION AND YOU USE THE FOREGOING SOLELY AT YOUR OWN RISK. zenGOT SHALL HAVE NO LIABILITY FOR LOSS OF, DAMAGE TO, OR ALTERATION OF DATA OR INFORMATION IN TRANSIT OVER THE INTERNET, THE WORLD WIDE WEB, VIA TELECOMMUNICATION OR ELECTRONIC MEANS OR VIA EMAIL.
WITHOUT RESTRICTION AND/OR LIMITATION TO THE FOREGOING zenGOT (INCLUDING ITS SUBSIDIARIES AND AFFILIATES, OR LICENSORS) GIVES, AND YOU RECEIVE, NO CONDITION OR WARRANTY THAT ACCESS TO THE zenGOT PLATFORM WILL BE FREE OF ERRORS, NOR DO WE GIVE ANY WARRANTY OR CONDITION AS TO THE RESULTS WHICH MAY BE OBTAINED FROM THE USE OF THE zenGOT PLATFORM, NOR TO THE RELIABILITY, ACCURACY, TIMELINESS, COMPLETENESS OR CONTENT OF ANY SERVICES, INFORMATION, OR MATERIALS PROVIDED THROUGH OR IN CONJUNCTION WITH THE zenGOT PLATFORM. zenGOT DOES NOT GIVE ANY WARRANTY OR CONDITION THAT THE zenGOT PLATFORM IS FREE FROM VIRUSES, TROJAN HORSES, WORMS, CORRUPTED FILES, MALWARE OR ANY OTHER HARMFUL COMPONENT.
WHETHER OR NOT zenGOT EXERCISES ANY RIGHTS TO VERIFY INFORMATION OR ENGAGE IN VETTING OF ANY OTHER USER OR zenGIVER, YOU USE THE zenGOT PLATFORM AND OBTAIN zenGIVER SERVICES FROM ANY AND ALL zenGIVERS ENTIRELY AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR YOUR SELECTION OF ANY AND ALL zenGIVERS AND THEIR zenGIVER SERVICES, AND zenGOT GIVES NO REPRESENTATIONS, CONDITIONS, WARRANTIES OR GUARANTEES AS TO ANY zenGIVER SERVICES, OR OTHER GOODS OR SERVICES PURCHASED BY YOU, NOR DO WE RECOMMEND ANY SPECIFIC zenGIVER.
zenGOT DOES NOT PROVIDE ANY GUARANTEES OR WARRANTIES REGARDING THE LICENSE, REGISTRATION OR PROFESSIONAL ACCREDITATION OF ANY zenGIVER, OR AS TO THE QUALITY OR WORKMANSHIP OF ANY SERVICE PROVIDED BY ANY zenGIVER, OR AS TO THE MERCHANTABILITY, FITNESS FOR PURPOSE, COMPLIANCE WITH ANY DESCRIPTION OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS WITH RESPECT TO ANY zenGIVER SERVICES. zenGOT WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE TO YOU FOR ANY DAMAGES OF ANY KIND RELATED TO, OR ARISING OUT OF, THE CONDUCT, ACTIONS OR FAILURES TO ACT OF ANY USER OR zenGIVER, WHETHER ONLINE OR OFFLINE.
zenGOT CANNOT AND DOES NOT GIVE ANY WARRANTY, GUARANTEE OR CONDITION THAT ANY INFORMATION (PERSONAL OR OTHERWISE) SUPPLIED BY YOU WILL NOT BE INTERCEPTED, DESTROYED, DELETED, MISAPPROPRIATED OR USED BY OTHERS.
b) Limitation of Liability and Monetary Cap:
WITHOUT DEROGATING FROM ANY OTHER DISCLAIMER OR LIMITATION OF LIABILITY CONTAINED IN THIS AGREEMENT, YOU AGREE THAT THE AGGREGATE OF ALL LIABILITY ON THE PART OF zenGOT FOR BREACH OF ANY WARRANTY, REPRESENTATION OR CONDITION CONTAINED IN THIS AGREEMENT, OR OF ANY OTHER PROVISION OF THIS AGREEMENT, OR OF ANY AGREEMENT CONTEMPLATED BY THIS AGREEMENT OR FOR ANY OTHER BREACH GIVING RISE TO LIABILITY, INCLUDING A BREACH OF A CONDITION OR FUNDAMENTAL TERM OR FUNDAMENTAL BREACH OR BREACHES OR IN ANY OTHER WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY AGREEMENT CONTEMPLATED BY THIS AGREEMENT, FOR ANY AND ALL CAUSES OF ACTION WHATSOEVER AND, REGARDLESS OF THE FORM OF ACTION (INCLUDING BREACH OF CONTRACT, STRICT LIABILITY, PRODUCT LIABILITY, OR TORT, INCLUDING NEGLIGENCE, BREACH OF ANY DUTY, OR ANY OTHER LEGAL OR EQUITABLE THEORY), SHALL BE LIMITED TO YOUR ACTUAL DIRECT PROVABLE DAMAGES IN AN AMOUNT NOT TO EXCEED THE CHARGES AND PERCENTAGE AMOUNTS RECEIVED BY zenGOT FROM OR RELATED TO ALL COMPENSATION, REMUNERATION, COSTS OR FEES PAID BY YOU TO zenGIVERS THROUGH THE zenGOT PLATFORM FOR THE FIRST YEAR OF THE TERM OF THIS AGREEMENT.
YOU AGREE THAT, EVEN IF zenGOT HAS BEEN ADVISED BY YOU OR ANY THIRD PARTY OF THE POSSIBILITY OF SUCH DAMAGES, IN NO EVENT WILL zenGOT BE LIABLE FOR ANY DAMAGES IN THE NATURE OF PUNITIVE, EXEMPLARY, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST BUSINESS REVENUE, LOST PROFITS, FAILURE TO REALIZE EXPECTED SAVINGS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, ECONOMIC LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR ANY CLAIM AGAINST YOU BY ANY THIRD PARTY. YOU FURTHER COVENANT AND AGREE THAT IN NO EVENT WILL THE DIRECTORS, OFFICERS, SERVANTS, AGENTS, EMPLOYEES, OR SHAREHOLDERS OF zenGOT, OR ITS AFFILIATES OR SUBSIDIARIES, BE LIABLE TO YOU, OR ANYONE CLAIMING THROUGH YOU, FOR ANY DAMAGES.
THE LIMITATIONS HEREIN PROVIDED WILL INURE TO THE BENEFIT OF zenGOT AND ITS SERVANTS, AGENTS, EMPLOYEES, SUB-CONTRACTORS AND THEIR RESPECTIVE OFFICERS, AGENTS AND EMPLOYEES. THESE LIMITATIONS APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
YOU AGREE AND ACKNOWLEDGE THAT THE FOREGOING DISCLAIMERS ARE VALID AND REASONABLE, ARE REFLECTED IN THE PRICING FOR THE zenGOT PLATFORM, THE zenGOT APP AND THE SERVICES, AND ARE KNOWN TO YOU AND ARE ACCEPTED BY YOU. YOU FURTHER AGREE AND ACKNOWLEDGE THAT CERTAIN ASPECTS, COMPONENTS OR PORTIONS OF THE SERVICES MAY BE PROVIDED TO zenGOT BY THIRD PARTIES, AND IN NO EVENT WILL YOUR RIGHTS TO PURSUE ANY CLAIM AGAINST zenGOT EXCEED THE OBLIGATIONS OF ANY APPLICABLE THIRD PARTY TO INDEMNIFY zenGOT FOR ANY SUCH CLAIM BY YOU.
YOU HEREBY ACCEPT AND AGREE TO HOLD HARMLESS, DEFEND AND INDEMNIFY zenGOT (INCLUDING ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, SUBSIDIARIES AND AFFILIATES, AND LICENSORS) AS WELL AS EACH SUCH PARTY’S OFFICERS AND DIRECTORS, PARENT ORGANIZATIONS, AGENTS, INVESTORS, ATTORNEYS, MEMBERS, EMPLOYEES, INDEPENDENT CONTRACTORS, AND VENDORS, FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS, SUITS, LIABILITIES, EXPENSES, DAMAGES, COSTS, AND/OR DEMANDS (INCLUDING LEGAL FEES AND COSTS INCURRED ON A SOLICITOR AND OWN CLIENT BASIS), IN CONNECTION WITH OR RESULTING FROM (WHETHER DIRECTLY OR INDIRECTLY):
- YOUR USE, MISUSE OR INABILITY TO USE THE zenGOT PLATFORM, THE zenGOT APP, THE SERVICES, AND ANY zenGIVER SERVICES, AND/OR ANY OTHER PRODUCTS OR SERVICES;
- YOUR VIOLATION OF THIS AGREEMENT;
- YOUR VIOLATION OF ANY APPLICABLE REGULATION AND/OR LAW;
- YOUR VIOLATION OF THE RIGHTS OF ANY OTHER USER, zenGIVER, OR OTHER THIRD PARTY; AND
- YOUR INFORMATION AND CONTENT WHICH YOU SUBMIT AND/OR TRANSMIT THROUGH THE zenGOT PLATFORM.
zenGOT RESERVES ITS RIGHT, AT ITS OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO YOUR INDEMNIFICATION. YOU WILL NOT, IN ANY EVENT, SETTLE ANY SUCH MATTER OR CLAIM WITHOUT THE PRIOR WRITTEN CONSENT OF zenGOT.
THE zenGOT PLATFORM MERELY PROVIDES A VENUE FOR CONNECTING USERS. zenGOT IS NOT INVOLVED IN THE ACTUAL CONTACT OR CONTRACT BETWEEN USERS (zenGIVERS AND CUSTOMERS) NOR IN THE COMPLETION OF ANY PARTICULAR zenGIVER SERVICE. IN THE EVENT YOU HAVE A DISPUTE WITH ONE OR MORE USERS, YOU RELEASE zenGOT (INCLUDING ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, SUBSIDIARIES AND AFFILIATES, AND LICENSORS) AS WELL AS EACH SUCH PARTY’S OFFICERS AND DIRECTORS, PARENT ORGANIZATIONS, AGENTS, INVESTORS, ATTORNEYS, MEMBERS, EMPLOYEES, INDEPENDENT CONTRACTORS, AND VENDORS, FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, OR DAMAGES (ACTUAL OR CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED OR UNDISCLOSED, ARISING, WHETHER NOW OR AT ANY TIME IN THE FUTURE, OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
e) Internet Security:
WHILE REASONABLE SAFEGUARDS ARE TAKEN BY zenGOT TO MINIMIZE SECURITY RISKS, YOU ACKNOWLEDGE THAT THE INTERNET IS GENERALLY AN UNSECURE COMMUNICATION MEDIUM. AS SUCH, zenGOT CANNOT AND DOES NOT WARRANT NOR GIVE ANY CONDITION OR REPRESENTATION REGARDING THE SECURITY OF THE INFORMATION SENT AND/OR RECEIVED FOR OR FROM THE zenGOT PLATFORM. NOR DO WE WARRANT OR GIVE ANY CONDITION OR REPRESENTATION CONCERNING THE INTERCEPTION BY ANY THIRD PARTY OF PERSONAL AND/OR OTHER INFORMATION. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THE CONFIDENTIALITY AND SAFEGUARDING OF THE PASSWORD YOU USE TO ACCESS THE zenGOT PLATFORM AND FURTHER YOU ARE RESPONSIBLE FOR ANY ACTIONS TAKEN USING YOUR PASSWORD. YOU AGREE THAT YOU WILL KEEP YOUR PASSWORD SAFE AND SECURE. zenGOT IS NOT AND WILL NOT BE RESPONSIBLE NOR LIABLE FOR ANY DAMAGE OR LOSS WHICH ARISES FROM FAILURE TO COMPLY WITH ANY OF THESE REQUIREMENTS. YOU AGREE TO INDEMNIFY AND SAVE HARMLESS zenGOT FROM AND AGAINST ANY AND ALL CLAIMS BY YOU AND ANY OTHER USER, zenGIVER OR OTHER THIRD PARTY AGAINST zenGOT ARISING FROM ANY BREACH BY YOU OF THE FOREGOING.
9. OTHER PROVISIONS
a) Copyright Claims:
zenGOT respects others’ intellectual property and expects Users to do the same. Should you believe we have infringed upon your copyrighted materials please submit full details of any claim of infringement to the attention of our Regulatory Affairs and Privacy Office at PrivacyOfficer@zenGOT.com. zenGOT will promptly respond to any properly submitted notices that comply with applicable law. If, after investigation, zenGOT determines, in its sole discretion, that the alleged material is infringing, then zenGOT will remove the content and may terminate the access of the User who posted the content to the zenGOT Platform.
b) General Provisions:
This Agreement constitutes the complete and entire agreement between you and zenGOT with respect to its subject matter. Failure by zenGOT to uphold or enforce any provision(s) of this Agreement will not in any case be construed as a waiver of any provision or right. In the event that any provision of this Agreement should be found to be either unenforceable or invalid, such provisions shall be severed from this Agreement, and the remaining provisions will continue to be in full force and effect, and may be enforced to the fullest extent possible. You may not assign nor transfer this Agreement, or any of your obligations or benefits hereunder without our prior written approval, which may be withheld for any reason, including unreasonably.
zenGOT may transfer and/or assign this Agreement without your consent, including but not limited to: a) a new owner, co-owner, investor or operator of the zenGOT Platform or any successor thereto; b) in connection with the sale of all or substantially all of our interests and/or assets; and c) a corporate merger, consolidation, or other corporate change.
c) Contact Address:
Suite #1400, 1055 West Hastings Street
d) Amendments to this Agreement:
While zenGOT will endeavor to notify you of any changes to this Agreement via email we will not be liable for any failure to do so. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must terminate this Agreement, and immediately stop using, the zenGOT Platform. Your continued use of the zenGOT Platform following any revision to this Agreement constitutes your complete and irrevocable acceptance of any and all such changes.