Zenday's Terms of Use
Welcome. The following terms of use (the “Terms of Use”) apply when you (“you” or the “User”) view or use any of the Zenday Inc.(referred to herein as “Zenday ,” “our,” or “us”) websites, including Zenday.ai or any of our web- or mobile applications (collectively, the “Services”). If a Master Subscription Agreement or similar Services Agreement is mutually signed by Subscriber and Zenday, that agreement shall govern your use of the Services. Please review the following Terms of Use carefully. By accessing or using the Service, you signify your agreement to these Terms of Use and our Privacy Policy, found at https://zenday.ai/terms-and-conditions If you do not agree to these Terms of Use, you must not access or use the Services.
About the Services
The Service allows you to 1) engage in virtual & physical health and wellness related coaching and advisory services and 2) utilize a web- and mobile-based platform to record your health and wellness progress and goals. You may only use the Services in accordance with these Terms of Use, and may not use the Services to engage in any unlawful activity or fraudulent purpose or to infringe on the rights of Zenday or others.
Registration & Permitted Users
We reserve the right to withdraw or amend the Services, and any materials we provide through the Services, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Services are unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Services, or all of the Services, to users, including registered users.
If you want to access and use the Services, you must create an account (“Account”). It’s important that you provide us with accurate, complete, and up-to- date information for your Account. If you don’t, we might have to suspend or terminate your Account. You agree that you won’t disclose your Account password to anyone and you’ll notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account, whether or not you know about them. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information. We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.
We are committed to protecting the privacy of children and have no intention of collecting personal information from individuals under the age of 18. If you are under the age of 18, do not submit personal information to the Services without the consent of your parent or guardian. Children under the age of 13 are not permitted to use the Services.
Online Content Disclaimer
Opinions, advice, statements, offers, or other information or content made available through the Services, but not directly by Zenday, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. Zenday does not guarantee the accuracy, completeness, or usefulness of any information on the Services and neither does Zenday adopt nor endorse, nor is Zenday responsible for, the accuracy or reliability of any opinion, advice, or statement made by the parties or serveice . Zenday takes no responsibility and assumes no liability for any User Content that you or any other User or third party posts or sends over the Services. Under no circumstances will Zenday be responsible for any loss or damage resulting from anyone’s reliance on information or other content posted on the Services, or transmitted to Users.
Though Zenday strives to enforce these Terms of Use, you may be exposed to User Content (defined below) that is inaccurate or objectionable. Zenday reserves the right, but has no obligation, to monitor the materials posted in the public areas of the service or to limit or deny a User’s access to the Services or take other appropriate action if a User violates these Terms of Use or engages in any activity that violates the rights of any person or entity or which we deem unlawful, offensive, abusive, harmful or malicious. Zenday shall have the right to remove any such material that in its sole opinion violates, or is alleged to violate, the law or this agreement or which might be offensive, or that might violate the rights, harm, or threaten the safety of Users or others. Unauthorized use may result in criminal and/or civil prosecution under Federal, State, and local law. If you become aware of misuse of our Services, please contact us at: Contact@zenday.ai .
Not Medical Advice
Use Restrictions
Your permission to use the Services is conditioned upon the following. You agree that you will not, under any circumstances:
- post any information that is abusive, threatening, obscene, defamatory, libelous,
- use the Services for any unlawful purpose or in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from Israel the US or other countries);
- attempt to, or harass, abuse, or harm another person or group;
- use another User’s Account without permission;
- provide false or inaccurate information when registering an Account;
- interfere or attempt to interfere with the proper functioning of the Services; or racially, sexually, religiously, or otherwise objectionable and offensive activities;
- make any automated use of the Services, or take any action that we deem to impose or to potentially impose an unreasonable or disproportionately large load on our servers or network infrastructure; bypass any robot exclusion headers or other measures we take to restrict access to publish or link to malicious content intended to damage or disrupt another User’s the Services or use any software, technology, or device to scrape, spider, or crawl the Services or harvest or manipulate data; or browser or computer;
- attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services are stored or hosted, or any server, computer, or database connected to the Services; and
- otherwise attempt to interfere with the proper working of the Services.
Further, when transmitting and submitting any User Content (as defined below) while using the Services, you agree as follows:
- You are solely responsible for your account and the activity that occurs while signed in to or while using your account;
- You will not post information that is malicious, false or inaccurate;
- You will not submit content that is copyrighted or subject to third party proprietary rights, including privacy, publicity, trade secret, etc., unless you are the owner of such rights or have the appropriate permission from their rightful owner to specifically submit such content; and
- You hereby affirm we have the right to determine whether any of your User Content submissions are appropriate and comply with these Terms of Use, remove any and/or all of your submissions, and terminate your Account with or without prior notice. You understand and agree that any liability, loss or damage that occurs as a result of the use of any User Content that you make available or access through your use of the Services is solely your responsibility. Zenday is not responsible for any public display or misuse of your User Content. Zenday does not, and cannot, pre-screen or monitor all User Content. However, at our discretion, we, or technology we employ, may monitor and/or record your interactions with the Services.
Monitoring and Enforcement; Termination
We have the right to:
- Take any action with respect to any User Content (as defined herein) that we deem necessary or appropriate in our sole discretion, including if we believe that such User Content violates the Terms of Use, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Services or the public, or could create liability for the Zenday .
- Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Services.
- Terminate or suspend your access to all or part of the Services for any or no reason, including without limitation, any violation of these Terms of Use.
Without limiting the foregoing, we have the right to cooperate fully with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services. YOU WAIVE AND HOLD HARMLESS Zenday AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.
Intellectual Property
As between you and Zenday, all content on the Services, including its appearance and look and feel, is owned by Zenday unless otherwise expressly indicated through the Services. You acknowledge and agree that we and our licensors retain ownership of all intellectual property rights of any kind related to the Services, including applicable copyrights, trademarks and other proprietary rights, and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. You may not modify, copy, distribute, transmit, display, perform or create derivative works from the content, information or material on the Services. Other product and company names that are mentioned on the Services may be trademarks of their respective owners. We reserve all rights that are not expressly granted to you under these Terms of Use. Any Zenday trademarks, trade dress, service marks or trade names that appear on the Services or are referenced through the Services are the property of Zenday and no license or other right to use such marks, names or dress shall be deemed granted to any User without the express written permission of Zenday .
User Content & License
You understand and acknowledge that you are solely responsible for all information, data, text or other materials or content that you post, transmit privately or make public via the Services (“User Content”) and that Zenday is not responsible or liable for this information. When you post, transmit or make information public through the Services, you grant Zenday a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, for the express purpose of providing the Services to you. You agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. Zenday, however, reserves the right to remove any User Content from the Services at its discretion.
Subscription Fees and Charges
User agrees to pay the fees for the Services in accordance with the applicable fee schedules listed at https://zenday.ai/pricing/ , and User authorizes Zenday to charge the User’s designated card on file, as specified by User through the Services, for all fees as they become payable. Unless otherwise explicitly stated in a mutually signed Organization Master Subscription or Service Agreement under Zenday’s Organization and / or Enterprise plans, fees for the Services are typically based on month-to-month or annual basis starting from the date when the User commences Services (so, for example, if User is on a monthly plan and activates Zenday subscription January 2nd, he/she is paying for the next month, and will be billed again February 2nd via credit card on file. If User is on an annual plan and activates subscription March 4th 2010, the next subscription payment will process March 4, 2011). User is required to pay fees in full independent of any log ins or utilization of the Service. When a User upgrades their account mid-payment cycle, “already-paid fees” will be applied on a pro-rated basis towards new subscription. When a User downgrades their subscription mid-cycle, changes will go into effect at the next payment period. All fees are non-refundable and non-transferrable, including annual contracts. In the case of canceling an annual contract, subscription will end at the 365th day from payment. Zenday may charge additional fees not listed on https://zenday.ai/pricing/ for exceptions including processing, setup, and other special services (including optional add-on services), and these will be explicitly communicated during the set up process and/or within the Service.
Sales Tax: The customer/subscriber acknowledges that it is responsible for any sales, value-added, use or other taxes, tariffs, and governmental charges that are due in connection with the sale and provision of the Services, access to the Zenday System hereunder (except taxes based on Zenday ‘s net income for which Zenday shall be solely responsible) and that if Zenday is required to pay any such taxes or charges based on the Zenday System, the Services or other items provided to Subscriber, then such charges shall be billed to and paid by Subscriber.
Links to Other Sites
Copyright Complaints
(a) Termination of Repeat Infringer Accounts. Zenday respects the intellectual property rights of others and requests that the Users do the same. Pursuant to 17 U.S.C. 512(i) of the United States Copyright Act, Zenday has adopted and implemented a policy that provides for the termination in appropriate circumstances of Users of the Services who are repeat infringers. Zenday may terminate access for participants or users who are found repeatedly to provide or post protected third party content without necessary rights and permissions.
(b) DMCA Take-Down Notices. If you are a copyright owner or an agent thereof and believe, in good faith, that any materials provided on the Services infringe upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (see 17 U.S.C. 512) (“DMCA”) by sending the following information via electronic mail to Zenday ’s designated copyright agent at: Contact@zenday.ai .
- The date of your notification;
- A physical or electronic signature of a person authorized to act on behalf of the copyright owner.
- A description of the copyrighted work claimed to have been infringed, or, if owner of an exclusive right that is allegedly infringed; multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
- A description of the material that is claimed to be infringing or to be the subject of
- Information reasonably sufficient to permit the service provider to contact you, infringing activity and information sufficient to enable us to locate such work; such as an address, telephone number, and/or email address;
- A statement that you have a good faith belief that use of the material in the
- A statement that the information in the notification is accurate, and under penalty manner complained of is not authorized by the copyright owner, its agent, or the law; and of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
(c) Counter-Notices. If you believe that your User Content that has been removed from the Services is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the content in your User Content, you may send a counter-notice containing the following information to our copyright agent using the contact information set forth above:
- Your physical or electronic signature;
- A description of the content that has been removed and the location at which the content appeared before it was removed;
- A statement that you have a good faith belief that the content was removed as a
- Your name, address, telephone number, and email address, a statement that you result of a mistake or a misidentification of the content; and consent to the jurisdiction of the federal court in Delaware and a statement that you will accept service of process from the person who provided notification of the alleged infringement. If a counter-notice is received by Zenday copyright agent, Zenday may send a copy of the counter-notice to the original complaining party informing such person that it may reinstate the removed content in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or User, the removed content may (in Zenday ’s discretion) be reinstated to the Services in ten (10) to fourteen (14) business days or more after receipt of the counter-notice
Electronic Communications
For contractual purposes, you (a) consent to receive communications from Zenday in an electronic form via the email address you have submitted; and (b) agree that all Terms of Use, agreements, notices, disclosures, and other communications that Zenday provides to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect your non-waivable rights.We may also use your email address, to send you other messages, including information about Zenday and special offers. You may opt out of such email by changing your account settings or sending an email to Contact@zenday.ai . Opting out may prevent you from receiving messages regarding Zenday or special offers. Communications made by you through the Services’ e-mail and messaging system shall not constitute legal notice to Zenday or any of its officers, employees, agents or representatives in any situation where notice to Zenday is required by contract or any law or regulation to be in writing.
Warranty Disclaimer
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Services will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SERVICES OR PRODUCTS OBTAINED THROUGH THE SERVICES OR TO YOUR DOWNLOADING OF ANY MATERIAL THROUGH THE SERVICES, OR ON ANY SITE LINKED TO THE SERVICES.
YOUR USE OF THE SERVICES, ITS CONTENT, AND ANY SERVICES OR PRODUCTS OBTAINED THROUGH THE SERVICES IS AT YOUR OWN RISK. THE SERVICES, ITS CONTENT, AND ANY SERVICES OR PRODUCTS OBTAINED THROUGH THE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED. NEITHER Zenday NOR ANY PERSON ASSOCIATED WITH Zenday MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE SITE. WITHOUT LIMITING THE FOREGOING, NEITHER Zenday NOR ANYONE ASSOCIATED WITH Zenday REPRESENTS OR WARRANTS THAT THE SITE, ITS CONTENT, OR ANY SERVICES OR PRODUCTS OBTAINED THROUGH THE SITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SITE OR ANY SERVICES OR PRODUCTS OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS
WITHOUT LIMITING THE FOREGOING, Zenday EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICES INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY AND NON-INFRINGEMENT. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING AND/OR USE OF FILES, INFORMATION, CONTENT OR OTHER MATERIAL OBTAINED FROM THE SERVICES. SOME JURISDICTIONS LIMIT OR DO NOT PERMIT DISCLAIMERS OF WARRANTY, SO THIS PROVISION MAY NOT APPLY TO YOU.
Limitation of Damages
TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Zenday , ITS AFFILIATES, DIRECTORS, OR EMPLOYEES, OR ITS LICENSORS OR PARTNERS, BE LIABLE TO YOU FOR ANY DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, USE, OR DATA, OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, HOWEVER ARISING, THAT RESULT FROM, OR IN CONNECTION WITH (A) THE USE, DISCLOSURE, OR DISPLAY OF YOUR USER CONTENT; (B) YOUR USE OR INABILITY TO USE THE SERVICES; (C) THE SERVICES GENERALLY OR THE SOFTWARE OR SYSTEMS THAT MAKE THE SERVICES AVAILABLE; OR (D) ANY OTHER INTERACTIONS WITH Zenday OR ANY OTHER USER OF THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT Zenday HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS LIMIT OR DO NOT PERMIT DISCLAIMERS OF LIABILITY, SO THIS PROVISION MAY NOT APPLY TO YOU. THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
If you have a dispute with one or more Users, a third-party provider of a product or service (including health and wellness providers, software tools, an organization that has purchased or utilizes the Services, and/or other health care providers), that you interact with using the Services, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
Indemnification
You agree to defend, indemnify, and hold harmless Zenday, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees, and claims between you and Zenday ) arising out of or relating to your violation of these Terms of Use or your use of the Services, including, but not limited to, your User Content, any use of the Content, Services, and products other than as expressly authorized in these Terms of Use, or your use of any information obtained through the Services.
Indemnification
We can amend these Terms of Use at any time and in our sole discretion and will update these Terms of Use in the event of any such amendments. All changes are effective immediately when we post them, and apply to all access to and use of the Services thereafter. It is your sole responsibility to check the Services from time to time to view any such changes in the Agreement. If you continue to use the Services, you signify your agreement to our revisions to these Terms of Use. However, we will notify you of material chances to the terms by posting a notice on our homepage and/or sending an email to the email address you provided to us upon registration. For this additional reason, you should keep your contact and profile information current. Any changes to these Terms (other than as set forth in this paragraph) or waiver of Zenday ’s rights hereunder shall not be valid or effective except in a written agreement bearing the physical signature of an officer of Zenday. No purported waiver or modification of this Agreement by Zenday via telephonic or email communications shall be valid.
Indemnification
Zenday respects the privacy of our Users. Please refer to Zenday ’s Privacy Policy (found at https://zenday.ai/privacy-policy) which explains how we collect, use, and disclose information that pertains to your privacy. When you access or use the Services, you signify your agreement to this Privacy Policy.
General Terms
If any part of these Terms of Use is held invalid or unenforceable, that portion of the Terms of Use will be construed consistent with applicable law. The remaining portions will remain in full force and effect. Any failure on the part of Zenday to enforce any provision of these Terms of Use will not be considered a waiver of our right to enforce such provision. Our rights under the Terms of Use will survive any termination of the Terms of Use. You agree that any cause of action related to or arising out of your relationship with Zenday must commence within one year after the cause of action accrues. Otherwise, such cause of action is permanently barred. These Terms of Use and your use of the Services are governed by the federal laws of the United States of America and the laws of the State of Delaware without regard to conflict of law provisions.
Zenday may assign or delegate these Terms of Use and/or Zenday ’s Privacy Policy, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under the Terms of Use or Privacy Policy without Zenday ’s prior written consent, and any unauthorized assignment and delegation by you is void.
YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE, UNDERSTAND THE TERMS OF USE, AND WILL BE BOUND BY THESE TERMS AND CONDITIONS. YOU FURTHER ACKNOWLEDGE THAT THESE TERMS OF USE TOGETHER WITH THE PRIVACY POLICY AT https://zenday.ai/privacy-policy REPRESENT THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.
Contact Information: If you have any questions about these Terms of Use or the Services, please contact Zenday at Contact@zenday.ai.
