Old Terms of Use | Zenspace

Terms of Use

1. Contractual Relationship

These Terms of Use (“Terms”) govern your access or use of the applications, websites, content, products, and services (the “Services,” as more fully defined below in Section 3) made available by ZenSpace, Inc., a Delaware corporation and its parents, subsidiaries, representatives, affiliates, officers and directors (collectively, “ZenSpace”). PLEASE READ THESE TERMS CAREFULLY, AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND ZenSpace. In these Terms, the words “including” and “include” mean “including, but not limited to.”

By accessing or using the Services, you confirm your agreement to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede prior agreements or arrangements with you. ZenSpace may immediately terminate these Terms or any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason. You may terminate these Terms or any Services only by ceasing to use the Services.

IMPORTANT: PLEASE REVIEW CAREFULLY THE ARBITRATION AGREEMENT SET FORTH IN SECTION 2 BELOW, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH ZENSPACE ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.

Supplemental terms may apply to certain Services, such as policies for a particular event, program, activity or promotion, and such supplemental terms will be disclosed to you in separate region-specific disclosures (e.g., a particular city webpage on ZenSpace.com) or in connection with the applicable Service(s). Supplemental terms are in addition to, and shall be deemed a part of, the Terms for the purposes of the applicable Service(s). Supplemental terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.

ZenSpace may amend the Terms from time to time. Amendments will be effective upon ZenSpace's posting of such updated Terms at this location or in the amended policies or supplemental terms on the applicable Service(s). ZenSpace will use reasonable efforts to notify you of any such change. Your continued access or use of the Services after such posting confirms your consent to be bound by the Terms, as amended.

ZenSpace’s collection and use of personal information in connection with the Services is described in ZenSpace's Privacy Policy located at[INSERT URL].

2. Arbitration Agreement

By agreeing to the Terms, you agree that you are required to resolve any claim that you may have against ZenSpace on an individual basis in arbitration, as set forth in this Section 2 (sometimes referred to herein as the “Arbitration Agreement”). This will preclude you from bringing any class, collective, or representative action against ZenSpace, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against ZenSpace by someone else.

Agreement to Binding Arbitration Between You and ZenSpace.

You and ZenSpace agree that any dispute, claim or controversy arising out of or relating to (a) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the Services at any time, whether before or after the date you agreed to the Terms, will be settled by binding arbitration between you and ZenSpace, and not in a court of law.

You acknowledge and agree that you and ZenSpace are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and ZenSpace otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. However, you and ZenSpace each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.

Rules and Governing Law.

The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.

The parties agree that the arbitrator (“Arbitrator”), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether the Terms are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.

Notwithstanding any choice of law or other provision in the Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the state of California.

Process.

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration - Consumer Arbitration Rules at www.adr.org or by calling the AAA at 1-800-778-7879). The Arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the state of California and will be selected by the parties from the AAA's roster of consumer dispute arbitrators. If the parties are unable to agree upon an Arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the Arbitrator in accordance with the AAA Rules.

Location and Procedure.

Unless you and ZenSpace otherwise agree, the arbitration will be conducted in Santa Clara County, California. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and ZenSpace submit to the Arbitrator, unless you request a hearing or the Arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the Arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator's Decision.

The Arbitrator will render an award within the time frame specified in the AAA Rules. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. The Arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant's individual claim. An Arbitrator’s decision shall be final and binding on all parties. An Arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect. If you prevail in arbitration you will be entitled to an award of attorneys' fees and expenses, to the extent provided under applicable law. ZenSpace will not seek, and hereby waives all rights ZenSpace may have under applicable law to recover, attorneys' fees and expenses if ZenSpace prevails in arbitration.

Fees.

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, ZenSpace will pay all such fees, unless the Arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

Changes.

Notwithstanding the provisions above regarding consent to be bound by amendments to these Terms, if ZenSpace changes this Arbitration Agreement after the date you first agreed to the Terms (or to any subsequent changes to the Terms), you may reject any such change by providing ZenSpace written notice of such rejection within 30 days of the date such change became effective, as indicated in the “Effective” date above. This written notice must be provided either (a) by mail or hand delivery to our registered agent for service of process, c/o ZenSpace, or (b) by email from the email address associated with your Account to: change-dr@ZenSpace.com. In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to this Arbitration Agreement. By rejecting changes, you are agreeing that you will arbitrate any dispute between you and ZenSpace in accordance with the provisions of this Arbitration Agreement as of the date you first agreed to the Terms (or to any subsequent changes to the Terms).

Severability and Survival.

If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.

3. The Services

Subject to these Terms, and any other policies we make available to you from time to time, ZenSpace will use commercially reasonable efforts to make the Services available to you. The Services include: (a) online and mobile applications and related services (“Applications”); and (b) access to work rooms (“Pods”) at designated locations (“Premises”) for specified time periods (“Sessions”) on and subject to these Terms and related services (“Pod Services”).

License.

Subject to your compliance with these Terms, ZenSpace grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) access and use the Applications solely in connection with your use of the Services; and (ii) subject to payment of the applicable fees, only during the times properly scheduled through the Application and subject to all other applicable Terms, access and use the Pod Services.Any rights not expressly granted herein are reserved by ZenSpace and ZenSpace's licensors.

Applications Restrictions.

You may not: (i) remove any copyright, trademark or other proprietary notices from any portion of the Applications; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Applications except as expressly permitted by ZenSpace; (iii) decompile, reverse engineer or disassemble the Applications except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Applications; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Applications or unduly burdening or hindering the operation and/or functionality of any aspect of the Applications; or (vi) attempt to gain unauthorized access to or impair any aspect of the Applications or their related systems or networks.

Ownership.

The Applications and all rights therein are and shall remain ZenSpace's property or the property of ZenSpace's licensors. Neither these Terms nor your use of the Services convey or grant to you any rights: (i) in or related to the Services except for the limited license granted above; or (ii) to use or reference in any manner ZenSpace's company names, logos, product and service names, trademarks or services marks or those of ZenSpace's licensors.Neither these Terms nor your use of the Services creates any tenancy interest, leasehold estate, or other real property interest in the Pods or Premises. These Terms in no way shall be construed as to grant you any title, easement, lien, possession or related rights in ZenSpace's business or the Services. These Terms shall not be deemed to create a fiduciary or agency relationship, partnership, or joint venture between us and you.

4. Access and Use of the Services

User Accounts.

In order to use most aspects of the Services, you must register for and maintain an active personal user Services account (“Account”). You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account, unless a specific Service permits otherwise. Account registration requires you to submit to ZenSpace certain personal information, which may include your name, address, mobile phone number and age, as well as at least one valid payment method supported by ZenSpace. You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information, including having an invalid or expired payment method on file, may result in your inability to access or use the Services. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by ZenSpace in writing, you may only possess one Account. You may not authorize any third party to access or use your Account. You may not assign or otherwise transfer your Account to any other person or entity.

User Requirements and Conduct.

The Services are not available for use by persons under the age of 18, and you may not allow persons under the age of 18 to access any Service, except that, subject to any applicable local or other special limitations, an individual under the age of 18 may accompany you in using Pod Services, so long as such individual is at all times under your supervision and control. You are responsible for all acts and omissions of such individual.

You agree to comply with all applicable laws when accessing or using the Services, and you may only access and use the Services only for lawful purposes. You may not use the Services to conduct or pursue any illegal activities. You may not bring into nor consume in a Pod any drugs or alcohol. You may not bring firearms, knives, or weapons of any kind into a Pod. You may not bring animals into a Pod. If you require the assistance of a service animal, you will provide ZenSpace with proof of such need, and such proof shall be acceptable to ZenSpace in its sole discretion. You may not bring into, use or keep in a Pod, any kerosene, gasoline or other flammable or combustible fluid or material, or any hazardous or toxic material, or use any method of heating or air conditioning other than that supplied by ZenSpace. You may not in your access or use of the Services cause nuisance, annoyance, inconvenience, or property damage, whether to ZenSpace, a Pod, the owner of the Premises, or any other party.

You may not use the Services in connection with contests, scavenger hunts, pyramid schemes, chain letters, junk email spamming or any duplicated or unsolicited message (commercial or otherwise). You may not access nor use the Services under a false identity or otherwise misrepresent yourself for the purpose of misleading others. In certain instances, you may be asked to provide proof of identity to access or use the Services, and you agree that you may be denied access to or use of the Services if you refuse to provide proof of identity.

Please be mindful that others may have booked a Pod after your Session. You agree to promptly vacate the Pod at the end of your designated Session. If you fail to vacate the Pod at the end of your Session, among other remedies available to ZenSpace, you may be subject to additional fees and penalties and other legal processes, including physical removal. You agree to hold ZenSpace and our business partners harmless from any claim or damage arising from your failure to vacate a Pod at the end of your Session and the exercise of any remedy set forth in these Terms in connection therewith.

If any Pod Service is not available at your scheduled Session, please contact ZenSpace customer service immediately. ZenSpace will promptly refund or credit fees for any Pod Service during a Session that is unavailable as a result of an Application scheduling error, Pod hardware failure or hold-over on the part of another ZenSpace customer. Such refund or credit is ZenSpace’s sole obligation and your sole remedy for the failure of ZenSpace to provide such Pod Service during such Session.

You agree to comply with the other rules and regulations that ZenSpace may establish and make available to you through the Services for your conduct in using the Services.

Repair and Cleaning Fees.

You shall be responsible for the cost of repair for damage to, or necessary cleaning of, property resulting from use of the Pod Services under your Account in excess of normal “wear and tear” damages and necessary cleaning (“Repair or Cleaning”). In the event that a Repair or Cleaning request is verified by ZenSpace in ZenSpace's reasonable discretion, ZenSpace reserves the right to facilitate payment for the reasonable cost of such Repair or Cleaning using your payment method designated in your Account. Such amounts are non-refundable.

Text Messaging and Telephone Calls.

You agree that ZenSpace may contact you by telephone or text messages (including by an automatic telephone dialing system) at any of the phone numbers provided by you or on your behalf in connection with an ZenSpace account, including for marketing purposes. You understand that you are not required to provide this consent as a condition of purchasing any property, goods or services. You also understand that you may opt out of receiving text messages from ZenSpace at any time by using the mobile device that is receiving the messages, or by contacting help.ZenSpace.com. If you do not choose to opt out, ZenSpace may contact you as outlined in its Privacy Policy, located at [INSERT URL].

Referrals and Promotional Codes.

ZenSpace may, in its sole discretion, create referral and/or promotional codes (“Promo Codes”) that may be redeemed for discounts on future Services or other features or benefits related to the Services, subject to any additional terms that ZenSpace establishes. You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by ZenSpace; (iii) may be disabled by ZenSpace at any time for any reason without liability to ZenSpace; (iv) may only be used pursuant to the specific terms that ZenSpace establishes for such Promo Code; (v) are not valid for cash; and (vi) may expire prior to your use. ZenSpace reserves the right to withhold or deduct credits or other features or benefits obtained through the use of the referral system or Promo Codes by you or any other user in the event that ZenSpace determines or believes that the use of the referral system or use or redemption of the Promo Code was in error, fraudulent, illegal, or otherwise in violation of ZenSpace’s Terms.

User Provided Content.

ZenSpace may, in ZenSpace's sole discretion, permit you from time to time to submit, upload, publish or otherwise make available to ZenSpace through the Services textual, audio, and/or visual content and information, including commentary and feedback related to the Services, initiation of support requests, and submission of entries for competitions and promotions (“User Content”). Any User Content provided by you remains your property. However, by providing User Content to ZenSpace, you grant ZenSpace a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, copy, modify, create derivative works of, distribute, publicly display, publicly perform, and otherwise exploit in any manner such User Content in all formats and distribution channels now known or hereafter devised (including in connection with the Services and ZenSpace's business and on third-party sites and services), without further notice to or consent from you, and without the requirement of payment to you or any other person or entity.

You represent and warrant that: (i) you either are the sole and exclusive owner of all User Content or you have all rights, licenses, consents and releases necessary to grant ZenSpace the license to the User Content as set forth above; and (ii) neither the User Content, nor your submission, uploading, publishing or otherwise making available of such User Content, nor ZenSpace's use of the User Content as permitted herein will infringe, misappropriate or violate a third party's intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

You agree to not provide User Content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, as determined by ZenSpace in its sole discretion, whether or not such material may be protected by law. ZenSpace may, but shall not be obligated to, review, monitor, or remove User Content, at ZenSpace's sole discretion and at any time and for any reason, without notice to you.

Network Access and Devices.

You are responsible for obtaining the data network access necessary to use the Services. Your mobile network's data and messaging rates and fees may apply if you access or use the Services from your device. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and any updates thereto. ZenSpace does not guarantee that the Applications, or any portion thereof, will function on any particular hardware or devices. In addition, the Applications may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications.

Investigations.

ZenSpace reserves the right, without any limitation, to: (i) investigate any suspected break-ins or breaches of security, including of its information technology or other systems or networks; (ii) investigate any suspected breach of these Terms; (iii) investigate any information obtained by ZenSpace in connection with relevant law enforcement databases or complying with criminal laws; (iv) cooperate with law-enforcement authorities investigating any of the foregoing matters; (v) prosecute violators of these Terms; and (vi) discontinue the Services, in whole or in part, or, suspend or terminate your access to it, in whole or in part, at any time, without notice, for any reason and without any obligation to you or any third-party. Any such suspension or termination will not affect your obligations to ZenSpace under these Terms.

ZenSpace may disclose information about you as necessary to satisfy any applicable law, regulation, legal process, or government request.

For security, operational or other related reasons, ZenSpace may regularly record you, including your guests, via video, audio or other means while you are accessing the Premises and monitor and record communications sent through the wifi-enabled internet connection provided by us at the Premises.

5. Internet Policy

Wireless access to the internet may provided as part of the Services at the sole discretion of ZenSpace. Your access may be blocked, suspended or terminated at any time and for any reason, including violation of these Terms, disruption of access to other users or networks or to otherwise protect us, other users, or other third parties.

Wireless connection is available to your device only when it is within wireless range of our access points. The connection is generally subject to unavailability, including by reason of emergencies, service failures, transmission, equipment or network problems or limitations, interference, signal strength, and maintenance and repair. We are not responsible for any interruptions or performance issues with the connection, or the underlying network(s), transmission equipment and systems. Network speed will vary based on your device configuration, location, compression, network congestion and other factors. Such interruptions in internet service, if they occur, will be handled in a commercially responsible manner.

ZenSpace is not responsible for any data, business or other losses as a result of such interruptions. You are responsible to protect your own computer and data from electrical surges, theft, virus or other malicious attack.

You agree not to resell any aspect of the wireless access for profit or otherwise or authorize any other individual or entity to use the internet provided as part of the Services.

You are not entitled to a refund of any fees paid hereunder if the internet is not available for any reason.

You acknowledge that no data network and internet-based communication is 100% secure, such communications could be intercepted by equipment and software and no such communication should be considered private or protected.

Subject to applicable law and in accordance with our privacy policy, ZenSpace also has the right, but not the obligation, to monitor, intercept and review, and disclose, without further notice, any transmissions over or use of our connection to comply with lawful process, orders, warrants or subpoenas, or to protect our rights, property and users.

You agree not to, and are prohibited from, accessing or using (or attempting to access or use) the connection or taking any action online that violates any applicable law or regulation or that could harm us or any third party or interfere with the operation of the data network to others. For example, among other items, you may not:

upload or transmit through the connection any (a) computer viruses, worms, spam or anything else designed to interfere with or disrupt the normal operating procedures of a computer or network; or (b) any material which is defamatory, offensive, or of an obscene nature;
download any files that you know, or reasonably should know, cannot be legally reproduced, displayed, performed, and/or distributed in such manner;
take any action that imposes an unreasonable or disproportionately large load on our network or infrastructure or that violates or threatens or system or network security or that of our users or any third parties, including any attempt to circumvent any restrictions imposed on your access to or use of the connection or our other websites;
use the connection to infringe or violate the intellectual property rights or proprietary rights of any third party;
share your IP address or ISP Internet connection with anyone;
reproduce, retransmit, disseminate, or resell the connection or authorize any other individual or entity to use the connection, whether for profit or not, without our express written permission.

Taking any of the prohibited actions may result in civil or criminal liability. ZenSpace may report such breaches to relevant law-enforcement authorities and co-operate with those authorities to prosecute users who violate these Terms. We have the right, but not the obligation, to suspend or terminate your access and use of the connection and other services we may provide you and to block or remove any communications or materials transmitted through the connection.

6. Payment

You understand that use of the Services may result in charges to you for the services or goods you receive (“Charges”). ZenSpace will receive and/or enable your payment of the applicable Charges for services or goods obtained through your use of the Services. Charges will be inclusive of applicable taxes where required by law. Charges may include other applicable fees, taxes, and/or surcharges.

All Charges and payments will be enabled by ZenSpace using the preferred payment method designated in your Account, after which you will receive a receipt by email. If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that ZenSpace may use a secondary payment method in your Account, if available. Charges paid by you are final and non-refundable, unless otherwise determined by ZenSpace.

As between you and ZenSpace, ZenSpace reserves the right to establish, remove and/or revise Charges for any or all services or goods obtained through the use of the Services at any time in ZenSpace's sole discretion.

7. Disclaimers; Limitation of Liability; Indemnity.

DISCLAIMER.
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” ZENSPACE DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, ZENSPACE MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

LIMITATION OF LIABILITY.
ZENSPACE SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF ZENSPACE, EVEN IF ZENSPACE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

ZENSPACE SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD-PARTY PROVIDER, EVEN IF ZENSPACE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ZENSPACE SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND ZENSPACE'S REASONABLE CONTROL.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ZENSPACE’S TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE SERVICES AND YOUR RIGHTS UNDER THESE TERMS, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU PAID ZENSPACE IN CONNECTION WITH THESE TERMS.

THE LIMITATIONS AND DISCLAIMER IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, ZENSPACE’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. THIS PROVISION SHALL HAVE NO EFFECT ON ZENSPACE’S CHOICE OF LAW PROVISION SET FORTH BELOW.

In order to utilize all the functionalities offered as part of the Services, it may be necessary to install software onto your computer, tablet, mobile device or other electronic equipment. In addition, from time to time, at your request, ZenSpace may help troubleshoot problems you may have in trying to access certain functionalities, such as printing or accessing the internet. Regarding the foregoing, you agree that ZenSpace: (i) is not responsible for any damage to your computer, tablet, mobile device or other electronic equipment, or otherwise to your system, related to such technical support or downloading and installation of any software; (ii) does not assume any liability or warranty in the event that any manufacturer warranties are voided; and (iii) does not offer any verbal or written warranty, either expressed or implied, regarding the success of any technical support.

Indemnity.
You agree to indemnify and hold ZenSpace and its affiliates and their officers, directors, employees, and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys' fees), arising out of or in connection with: (i) your use of the Services or services or goods obtained through your use of the Services; (ii) your breach or violation of any of these Terms; (iii) ZenSpace's use of your User Content; or (iv) your violation of the rights of any third party.

8. Other Provisions

Choice of Law.

These Terms are governed by and construed in accordance with the laws of the State of California, U.S.A., without giving effect to any conflict of law principles, except as may be otherwise provided in the Arbitration Agreement above or in supplemental terms applicable to your region. However, the choice of law provision regarding the interpretation of these Terms is not intended to create any other substantive right to non-Californians to assert claims under California law whether that be by statute, common law, or otherwise. These provisions, and except as otherwise provided in Section 2 of these Terms, are only intended to specify the use of California law to interpret these Terms and the forum for disputes asserting a breach of these Terms, and these provisions shall not be interpreted as generally extending California law to you if you do not otherwise reside in California. The foregoing choice of law and forum selection provisions do not apply to the arbitration clause in Section 2 or to any arbitrable disputes as defined therein. Instead, as described in Section 2, the Federal Arbitration Act shall apply to any such disputes.

Claims of Copyright Infringement.

We take claims of copyright infringement seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Applications infringe your copyright, you may request removal of those materials (or access to them) from the Applications by submitting written notification to our copyright agent designated below. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), the written notice (the "DMCA Notice") must include substantially the following:

Your physical or electronic signature.
Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Applications, a representative list of such works.
Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
A statement that the information in the written notice is accurate.
A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Our designated copyright agent to receive DMCA Notices is:
ZenSpace, Inc.
3103 Lismore Court
San Jose, CA 95135
‍
Attn: DMCA Notice
If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.
Please be aware that if you knowingly materially misrepresent that material or activity on the Applications is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.

Notice.

ZenSpace may give notice by means of a general notice on the Services, electronic mail to your email address in your Account, telephone or text message to any phone number provided in connection with your account, or by written communication sent by first-class mail or pre-paid post to any address connected with your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first-class mail or pre-paid post) or 12 hours after sending (if sent by email or telephone). You should print and save and/or electronically store a copy of all notices that ZenSpace sends electronically to you. You may give notice to ZenSpace, with such notice deemed given when received by ZenSpace, at any time by first-class mail or pre-paid post to our registered agent for service of process, c/o ZenSpace.

General.

You may not assign these Terms without ZenSpace's prior written approval. ZenSpace may assign these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of ZenSpace's equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, ZenSpace or any third-party as a result of these Terms or use of the Services. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. ZenSpace's failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by ZenSpace in writing. This provision shall not affect the Severability and Survivability section of the Arbitration Agreement of these Terms.

Purchase Agreement

1. Services and Scope

The Pre-paid Credit Services may be used in your business for managing Pre-paid credits issued to your customers (the “Customers” and such Pre-paid credits, the “Pre-paid Credits”). The Agreement covers, among other things, your use of the Pre-paid Credit Services and any other services related to your issuance and management of Pre-paid Credits issued to your Customers. This Agreement may be available in languages other than English. To the extent that any inconsistencies or conflicts between this English Agreement and the Agreements available in another language exist, the most current English version of the Agreement will prevail.

2. Access and Use of the Pre-paid Credit Services

ZenSpace hereby grants you a limited, non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable license to access and use the Pre-paid Credit Services, solely for your own internal business purposes and subject to any and all limitations imposed by us.

3. Compliance with Laws

The Pre-paid Credit Services are made available to you solely for lawful purposes and uses. You will comply with, and will ensure that your subcontractors and personnel comply with, all Applicable Laws. For purpose of these Pre-paid Credit Service Terms, “Applicable Laws” means any and all local, regional, or national laws, rules and regulations related to Pre-paid credits or the Pre-paid Credit Services, including, but not limited to, those related to data privacy, data security and the protection of Personal Information (as defined by the California Consumer Protection Act (“CCPA”) or other applicable definition that is as least as broad as the CCPA).

You are responsible for the handling of any amounts loaded on the Pre-paid Credit in compliance with Applicable Laws, including, if required by Applicable Laws, depositing amounts loaded on the Pre-paid Credit into escrow or separate accounts. You are also responsible for the handling of any amounts loaded on the Pre-paid Credit that constitute unclaimed, abandoned or similar property under Applicable Laws based on records maintained by you.

4. Pre-paid Credit Terms and Issuance

You are responsible for the development, production and distribution of all documents, terms and procedures necessary to administer Pre-paid Credits to your Customers (the “Program Materials”). All Pre-paid Credits issued or otherwise supported by or administered using the Pre-paid Credit Services must comply with the restrictions and requirements set forth in Exhibit A. You will ensure Program Materials comply with Applicable Laws.

You will respond to all inquiries from Customers regarding the Pre-paid Credits. You are responsible for delivering to Customers the Program Materials and any other documents required by Applicable Law. You are responsible for obtaining appropriate authorization required by Applicable Law from Customers, and take all other actions necessary for you to issue Pre-paid Credits to Customers.

You are responsible for providing all services required to offer and accept Pre-paid Credits in accordance with Applicable Laws. You will maintain all records related to Pre-paid Credits in accordance with Applicable Laws. You will be responsible for costs associated with administering the Pre-paid Credits. You will be responsible for receiving, investigating and responding to any Customer dispute or error allegation concerning any Pre-paid Credit.

You will be responsible for supervising and managing all daily funds flow associated with Pre-paid Credits, including ensuring all balances associated with the Pre-paid Credits are accurate and fully funded by deposits placed by Customers with you in connection with a Pre-paid Credit. You represent and warrant that the balance associated with Pre-paid Credits will be at all times appropriately funded by deposits placed by the Customers with you in connection with such Pre-paid Credits in an amount that is no less than 100% of the total amount of currency represented as active and available to Customers of the current day’s Pre-paid Credit balance. You will be responsible for overseeing and managing such funding. You are responsible and liable for any failure of the Pre-paid Credits to be fully funded.

5. Indemnification and Limitation of Liability.

A. Indemnification In addition to your indemnification obligations under the ZenSpace Terms of Use, you will defend, indemnify and hold ZenSpace and its respective officers, directors, employees, agents and suppliers harmless from and against all claims, actions, proceedings, damages, losses, judgments, settlements, penalties, fines, costs and expenses (including attorneys’ fees) arising from any third-party claim in connection with (a) your breach of any obligations under the Agreement; (b) your negligence or willful misconduct in connection with your performance of your obligations under the Agreement; (c) your violation of Applicable Laws; (d) the Pre-paid Credit, including any unfunded Pre-paid Credit balance or fraudulent activity, unauthorized use or losses related to or associated with a Pre-paid Credit or Customer; or (f) a Customer or any obligations you owe to any third party or Customer.

B. Limitation of Liability In addition to our limitations of liability under the Terms of Use, ZenSpace’s financial liability for the Pre-paid Credit Services shall not exceed six months of fees paid by you to ZenSpace. ZenSpace does not provide or issue Pre-paid Credits and is not responsible for any losses or liability associated with the Pre-paid Credits or any operations related to or required to support the Pre-paid Credits.

6. ZenSpace Rights

A. We reserve the right to modify or terminate the Pre-paid Credit Services for any reason, without notice at any time. Not all Pre-paid Credit Services and features are available in every jurisdiction and we are under no obligation to make any Pre-paid Credit Services or features available in any jurisdiction.

B. We reserve the right to refuse service to anyone for any reason at any time.

C. We may, but have no obligation to, remove Pre-paid Credit Services and suspend or terminate Pre-paid Credit Services if we determine in our sole discretion that the Pre-paid Credit Services offered by you violate our Acceptable Use Policy (“AUP”) or these Pre-paid Credit Service.

D. Verbal or written abuse of any kind (including threats of abuse or retribution) of any ZenSpace customer, ZenSpace employee, member, or officer will result in immediate termination of Pre-paid Credit Services.

Exhibit A
Pre-paid Credit Parameters and Limits

1. General Pre-paid Credit Terms. The Pre-paid Credits must:

(i) not be reloadable;

(ii) not be redeemable for cash;

(iii) not include any activation fees or added service fees, or fees that reduce the value of the card over time;

(iv) not be used to compensate consumers for unshipped merchandise instead of providing refunds;

(v) include on the face of the Pre-paid Credit the applicable funds/card expiration date or a statement that the funds never expire, and have an expiration date that complies with applicable laws; and

(vi) be single-use and closed-loop (i.e., the Pre-paid Credit may only be used at your locations for purchase of goods and services from you and no other merchant or company).

2. Limits. You may not issue a Pre-paid Credit in a denomination greater than \$9,999 USD; provided, however, ZenSpace may, in its sole and absolute discretion, lower such amount by providing you with prior notice. You also must ensure that you manage the number of Pre-paid Credits (and denominations of the Pre-paid Credits) you sell to ensure they are not being misused in any way or the subject of fraud or illegal activity.

3. Branding. Each Pre-paid Credit must be branded with your logo and must include your name on the front of the Pre-paid Credit. You may include ZenSpace’s logo.