Terms of Use

ZENPATH TERMS OF USE

EFFECTIVE DATE: DECEMBER 22, 2021

1. Agreement to Terms.

Welcome to Zenpath. These Terms of Use (“Terms”) represent a legally binding, contractual agreement between you, whether personally or on behalf of an entity ( “you”, “your”, or “user”) and Zenpath Inc. ( “Zenpath”, “us”, “our”, or “we”) with respect to your use of and access to the Zenpath related mobile and web applications, website, as well as any other media form, media channel, mobile website or mobile application related, linked or otherwise connected thereto (collectively the website and web and mobile applications shall be referred to herein as the “Apps” and all else including our content, products and services shall be collectively referred to herein as, the “Services”). By clicking “I agree”, by installing or using our Apps, by using or accessing our Services, or otherwise signalling your acceptance, and for good and valuable consideration, the receipt and sufficiency of which you acknowledge, you accept and agree to comply with these Terms. You further agree to revisit these Terms from time to time to review any updates or changes. If you are using the Apps or the Services as a representative or agent of an entity, you are agreeing to these Terms on behalf of that entity. Our collection and use of personal information in connection with the Services is as provided in Zenpath’s Privacy Policy located at: https://zenpath.io/privacy which is hereby incorporated under these Terms.

PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE APPS OR THE SERVICES. IF YOU DO NOT AGREE WITH ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE APPS OR SERVICES AND MUST DISCONTINUE USE IMMEDIATELY.

THE APPS AND THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, ZENPATH DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS IN RESPECT OF THE APPS AND THE SERVICES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES AND IMPLIED CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. IN ADDITION, TO THE GREATEST EXTENT PERMITTED BY LAW, ZENPATH DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, CONDITIONS AND GUARANTEES REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, SAFETY OR AVAILABILITY OF THE APPS, THE SERVICES OR ANY SERVICES REQUESTED THROUGH THE USE OF THE APPS, OR THAT USE OF THE APPS OR THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE APPS, THE SERVICES AND ANY SERVICE REQUESTED THROUGH USE OF THE APPS,

REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

The information provided on either the Apps and/or Services is not intended for distribution to or use by any person or entity, especially in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country.

Accordingly, those persons or entities who choose to access any of the Apps or Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

Any of the Apps or Services are only intended for users who are at least 18 years of age. You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if higher than 18), to obtain, maintain, and use the Apps and/or Services. Accordingly, Zenpath does not knowingly permit persons under the age of 18 (or age of legal majority) to register for an Account and use our Apps and/or Services, and does not knowingly collect or solicit personal information of such individuals. If you are a parent or guardian and become aware of any data we have collected or received from a child under the age of legal majority in your jurisdiction, please contact us at privacy@zenpath.io and we will make reasonable attempts to delete that information.

2. Changes to Terms.

Subject to applicable law, Zenpath may amend these Terms, or any portion thereof, in whole or in part, from time to time. These changes may include changes to any portion of the Services, including the nature and delivery of the Services and the applicable fees (if any). In the event of an amendment, the amended Terms will be posted to the applicable App. Except as otherwise set out herein, your use of the Apps and/or the Services at any time after the amendment comes into effect constitutes your full acceptance of, and agreement to be legally bound by the Terms, as amended.

We will alert you about any changes to these Terms by updated the “Effective Date” of these Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms to stay informed of updates. You will be subject to and will be deemed to have been made aware of an to have accepted the changes in any revised version of these Terms by your continued use of the Apps and/or Services after the date such revised Terms is posted.

3. The Apps and Services.

The Apps and Services include access to a technology platform that is intended to enable you to track your actions and the intent of those actions to gain insight on yourself to help prioritize and plan future actions, using such methods as may be available as part of the Services, which may include text, voice, audio, video, tasks, habits, journaling, interaction

with the Apps, integrated third party APIs, wearables, answers to questions, surveys, and/or a virtual assistant.

3.1 License.

Subject to your compliance with these Terms, Zenpath grants you a personal, limited, non-exclusive, non-sublicensable, revocable, non-assignable, non-transferrable license to:

Access and use the Apps on your personal device(s) solely in connection with your use of the Services; and
Access and use any content, information and related materials that may be made available through the Apps and/or Services, in each case solely for your personal, non-commercial use. Any rights not expressly granted herein are reserved by Zenpath and Zenpath’s licensors.

3.2 Restrictions.

You may not:

Remove any copyright, trademark or other proprietary notices from any portion of the Apps and/or the Services;
Reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Apps and/or the Services except as expressly permitted by Zenpath;
Decompile, reverse engineer or disassemble the Apps and/or the Services except as may be permitted by applicable law;
Link to, mirror or frame any portion of the Apps and/or the Services;
Cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Apps and/or the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Apps and/or the Services; or
Attempt to gain unauthorized access to or impair any aspect of the Apps and/or the Services or its related systems or networks.

3.3 No Professional Advice or Fiduciary Relationship.

The content and information available through use of the Apps and/or the Services is provided for informational purposes only. No content or information available through the

Apps and/or the Services or any suggestions received through the Apps and/or the Services is intended to provide, or be a substitute for, medical, psychological, legal or other professional advice. Advice specific to your situation should always be sought from a medical or other professional and the content, information and/or suggestions available through the Apps and/or the Services is not intended to replace, supplement or override such advice.

YOU ACKNOWLEDGE AND AGREE THAT ZENPATH DOES NOT PROVIDE MEDICAL, PSYCHOLOGICAL, LEGAL OR OTHER PROFESSIONAL ADVICE. RELIANCE ON ANY INFORMATION, CONTENT OR SUGGESTIONS AVAILABLE THROUGH THE APPS OR THE SERVICES IS SOLELY AT YOUR OWN RISK.

Further, it is acknowledged that we do not have a fiduciary relationship with any user and shall not be liable for any responsibilities relating thereto.

3.4 Third Party Services and Content.

The Services may be made available or accessed in connection with third party services and content (including advertising) that Zenpath does not control.

The Apps and/or Services may contain (or you may be sent via the Apps and/or Services) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content").

Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Websites accessed through the Apps and/or Services or any Third-Party Content posted on, available through, or installed from the Apps and/or Services, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Apps and/or Services and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms no longer governs.

Zenpath does not endorse such Third-Party Content and in no event shall Zenpath, or its directors, officers, employees, agents, subcontractors, service providers or licensors (collectively, the “Zenpath Parties”) be responsible or liable for any products or services of such third party services.

The following applies if you acquire the App from the Google Play Store (“Google Sourced Software”):

You acknowledge that these Terms are between you and Zenpath only, and not with Google, Inc. (“Google”);
Your use of Google-Sourced Software must comply with Google’s then-current Google Play Store Terms of Service;
Google is only a provider of the Google Play Store where you obtained the Google-Sourced Software;
Zenpath, and not Google, is solely responsible for its Google-Sourced Software;
Google has no obligation or liability to you with respect to Google-Sourced Software or these Terms; and
You acknowledge and agree that Google is a third-party beneficiary to these Terms as it relates to Sponsor’s Google-Sourced Software.

Additionally, Google and/or its applicable international subsidiaries and affiliates will be third-party beneficiaries to these Terms if you access the Services using Apps developed for Android mobile devices. These third party beneficiaries are not parties to these Terms and are not responsible for the provision or support of the Apps and/or the Services in any manner. Your access to the Apps and/or the Services using Android devices is subject to terms set forth in the applicable third party beneficiary’s terms of service.

3.5 Intellectual Property Rights.

Unless otherwise indicated, the Apps and the Services is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics (collectively, the “Content”) and the trademarks, service marks, ad logos contained therein (the “Marks”) are owned or controlled by us or licensed to use, and are protected by copyright and trademark laws of Canada, the United States of America, foreign jurisdictions, and international conventions.

The Content and Marks are provided on the Apps and/or Services “AS IS” for your information and personal use only. Except as expressly provided in these Terms, no part of the Apps and/or Services and no Content or Marks may be copied, reproduced, aggregated, republishes, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express proper written permission. We reserve all rights not expressly granted to you herein and to the Apps and/or Services, the Content and the Marks.

4. Termination and Cancellation.

You acknowledge and agree that Zenpath may, in its sole discretion, change, suspend or terminate, temporarily or permanently, your access to and use of the Apps and/or

Services, by cancelling your Account (as defined below) or otherwise, and may, in its sole discretion, cancel any request for Services at any time, for any reason, without liability to you or any other person or entity. Upon suspension or termination of your access to, and use of, the Apps and/or the Services, whether through cancellation of your Account or otherwise, all rights, licenses, consents and authorizations granted pursuant to these Terms shall immediately and automatically terminate.

You may elect to cancel your Account at any time. If you cancel your Account, you will no longer be permitted to access or use your Account, the Apps and/or the Services. Please note that once you have cancelled your Account, you may not be able to download any data that was resident on our system through your Account from our Services.

5. Use of the Services.

5.1 Accounts and User Registration.

In order to use the App and/or Services, you must register for and maintain an active Apps and/or Services account (“Account”). You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if higher than 18), to obtain, maintain and use an Account. Account registration requires you to submit to Zenpath certain information.

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 may result in your inability to access or use the Apps and/or the Services or Zenpath’s suspension or termination of your access to, or use of, the Apps and/or 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 Zenpath in writing, you may only have one Account. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

If you have registered for an Account, it is your sole and absolute responsibility to keep your password and other Account information confidential and secure. In the event that your password and/or Account are used without your consent or you discover any other breach of security, you agree to promptly notify us at help@zenpath.io. We are not responsible for your failure to comply with this clause, or for any delay in closing your Account after you have reported a breach of security to us. You may not authorize third parties to use your Account. You may not assign or otherwise transfer your Account to any other person or entity.

5.2 Requirements and Conduct.

You agree to comply with all applicable laws at all times when using the Apps and/or the Services and you may only use the Apps and/or the Services for lawful purposes. In certain instances, you may be asked to provide proof of identity to access or use the Apps

and/or the Services, and you agree that you may be denied access to or use of the Apps and/or the Services if you refuse to provide proof of identity.

5.3 Informational Emails and Text Messaging.

By creating an Account, you agree that Zenpath may send you informational emails as part of the normal business operation of your use of the Services.

With your permission or an opportunity to revoke consent Zenpath may also send you commercial electronic messages in order to market and communicate with you about our Apps and/or Services, including updates or newsletters. You may opt-out of receiving marketing emails from Zenpath at any time by sending an email to help@zenpath.io indicating that you no longer wish to receive such emails, along with the applicable email address, or by using the unsubscribe mechanism included in such emails. You acknowledge that opting out of receiving emails may impact your use of the Services.

With your permission or with an opportunity to revoke consent Zenpath may send you web and/or text messaging push notifications reminding you about your habits/tasks, to engage with the Apps, to schedule reminders and events, to ask questions about your activities, or otherwise relating to your activity on the Apps and/or Services. You may opt out of receiving push notifications at any time by sending an email to help@zenpath.io or by changing your settings in the Apps.

5.4 Content You Provide.

The Services may permit you to chat, contribute to or participate in blogs, message boards, online forums, questionnaires, surveys, and other functionality, and may permit you to create, submit, upload, publish, post, transmit, perform, distribute, broadcast or otherwise make available, including but not limited to, textual, audio, and/or visual content and information to other Zenpath users and/or our virtual assistant. The Services may also permit you to provide commentary and feedback related to the Services and the initiation of support requests. The content described in this section is collectively known as “User Content”.

You grant and agree to grant to Zenpath a worldwide, perpetual, irrevocable, transferrable, fully paid-up, royalty-free license, with the right to sublicense, to use, reproduce, copy, modify, translate, create derivative works of, distribute, publicly display, publish, 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 Apps and/or the Services and Zenpath’s business and on third-party sites and services), without further notice to or consent from you. Further, you hereby unconditionally waive and agree to unconditionally waive all moral rights in and to all such User Content in favour of Zenpath and anyone authorized by Zenpath to reproduce or otherwise use such User Content.

Contributions may be viewable by other users of the Apps and/or Services and through third party websites. As such, any User Content you transmit should be treated as non-confidential and non-proprietary. When you create or make available any User Content, you thereby represent, warrant, and covenant that: The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
You are the creator and sole and exclusive owner of the User Content that you provide or you have all rights, licenses, consents and releases, or permissions necessary to make the User Content available to Zenpath users and to grant to Zenpath the license to the User Content as set forth above.
You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Apps and/or Services and these Terms.
Your Contributions are not false, inaccurate, or misleading.
Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
Your Contributions do not advocate the violent overthrow of any government or incite, encourage, or threaten physical harm against another.
Your Contributions do not violate any applicable law, regulation, or rule.
Your Contributions do not violate the privacy or publicity rights of any third party.
Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.
Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
Your Contributions do not include any offensive comments that are connected to age, ancestry, citizenship, colour, creed, religion, disability, ethnic origin, family status, marital status, place of origin, race, records of offenses, gender, sex, sexual preference, sexual orientation (each a “Prohibited Ground”).
Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms, or any applicable law or regulation. Any use of the Apps and/or the Services in violation of the foregoing violates these Terms and may result in, among other things, termination or suspension of your rights to use the Apps and/or Services.

Zenpath does not guarantee the confidentiality of any communications made by you through the Apps or the Services. Although Zenpath generally adheres to the accepted industry practices in securing the transmission of data to, from and through the Apps or

the Services, you understand, agree and acknowledge that Zenpath cannot and does not guarantee the security of data transmitted over the internet or public networks in connection with your use of the Apps or the Services and that in no event shall the Zenpath Parties be responsible or liable for any breach of security, whether or not such breach results in unauthorized access or use of User Content.

5.5 Network Access and Devices.

You are responsible for obtaining the data network access necessary to use the Apps and/or the Services. Your mobile network’s data and messaging rates and fees will apply if you access or use the Apps and/or the Services from a wireless-enabled device and you shall be responsible for such rates and fees. You should consult your carrier for details. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Apps and the Services and any updates thereto. Zenpath does not guarantee that the Apps and/or the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Apps and/or the Services may be subject to malfunctions and delays occurring in association with the use of the Internet and electronic communications.

5.6 Breach of Terms.

Without limiting any other right that Zenpath may have as set out in these Terms, if you breach any provision of these Terms, then you may no longer use the Apps and the Services or any component thereof. Zenpath may, in its sole discretion, modify, suspend or terminate, temporarily or permanently, the Apps, the Services or any component thereof or any of its features at any time, or terminate your use of the Apps, the Services or these Terms, for any reason, without any notice or liability to you or any other entity.

Users in the province of Quebec will be provided with notice of any termination of the Apps, the Services or any component there, sixty (60) days before the termination takes effect. If these Terms or your permission to use the Apps and the Services is terminated by us for any reason, the agreement formed by your acceptance of these Terms will nevertheless continue to apply and be binding upon you in respect of your prior use of the Apps and the Services and anything relating to or arising from such use. If you are dissatisfied with the Apps or the Services or any component of the Apps or the Services, then your sole and exclusive remedy is to discontinue using the Apps and/or the Services.

5.7 Prohibited Activities.

You may not access or use any of the Apps and/or Services for any purpose other than that for which we make the Apps and/or Services available. The Apps and/or Services may not be used in connection with any commercial endeavors except those that are specifically and expressly endorsed or approved by us.

As a use of any of the Apps and/or Services, you agree not to:

Systematically retrieve data or other content from the Apps and/or Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
Make any unauthorized use of the Apps and/or Services, including collecting usernames, email addresses, or other personal information about other users by electronic or other means, especially for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
Use a buying agent or purchasing agent to make purchases on the Apps and/or Services.
Use the Apps and/or Services to advertise or offer to sell goods or services.
Circumvent, disable, or otherwise interfere with security-related features of the Apps and/or Services, including features that prevent or restrict the use of copying of any Content or enforce limitation on the use of the Aps and/or Services and/or the Content contained therein.
Engage in unauthorized framing of or linking to the Apps and/or Services.
Trick, defraud, or mislead us or other users, especially in any attempt to learn sensitive account information such as user passwords.
Make improper use of our support services or submit false reports of abuse or misconduct.
Engage in automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
Interfere with, disrupt, or create an undue burden on the Apps and/or Services, or the networks or services connected thereto.
Attempt to impersonate another user or person or use the username of another user.
Sell or otherwise transfer your profile.
Use any information obtained from the Apps and/or Services in order to harass, abuse, or harm another person.
Use the Apps and/or Services as part of any effort to compete with us or otherwise use the Apps and/or Services for any revenue-generating endeavor or commercial enterprise.
Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Apps and/or Services.
Attempt to bypass any measures of the Apps and/or Services designed to prevent or restrict access to the Apps and/or Services or any portion thereof.
Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Apps and/or Services to you.
Delete the copyright or other proprietary rights notice from any Content.
Copy or adapt the Apps' and/or Services’ software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
Upload or transmit, or attempt to upload or transmit, viruses, Trojan horses, or other material, including excessive use of capital letters and spamming, that interferes with any party’s uninterrupted use and enjoyment of the Apps and/or Services or modifies, impairs, disrupts, alters, or interferes with the use features, function, operation, or maintenance of the Apps and/or Services.
Upload or transmit, or attempt to upload or transmit, any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (gifs), 1x1 pixels, web bugs, cookies, or other similar devices (sometime referred to as “spyware” or “passive collection mechanisms” or “PCMs”).
Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Apps and/or Services, or using or launching any unauthorized script or other software.
Disparage, tarnish, or otherwise harm, in our opinion and to be determined at our sole discretion, us, the Apps, and/or the Services.
Use the Apps and/or Services in a manner inconsistent with any applicable laws or regulations.

5.8 Guidelines for Reviews and Feedback.

We may provide you areas on the Apps and/or Services to leave reviews, ratings, or otherwise provide feedback (including but not limited to questions, comments, suggestions, ideas or other information regarding the Apps and/or Services). When posting such feedback, you must comply with the following criteria:

You should have firsthand experience with the entity or object of review.
Your feedback should not contain offensive profanity, or abusive, racist, offensive or hate language.
Your feedback should not contain discriminatory references based on a Prohibited Ground.
Your feedback should not contain references to illegal activity.
You should not be affiliated with competitors if providing negative feedback.
You should not make any conclusions as to the legality of conduct.
You may not provide any false or misleading statements.
You may not organize a campaign encouraging other to provide feedback, whether positive or negative.

We may accept, reject, or remove such feedback in our sole discretion. We have absolutely no obligation to screen feedback or to delete feedback, even if anyone considers feedback objectionable or inaccurate. Feedback is not endorsed by us and does not necessarily represent our opinions or the views of any of our affiliates or partners. We do not assume liability for any feedback or for any claims, liabilities, or losses resulting from any feedback.

By providing feedback, you hereby grant to us a perpetual, non-exclusive, worldwide, royalty-free, fully-paid, assignable, and sublicensable right and license to reproduce, modify, translate, transmit by any means, display, perform, or distribute all content relating to that feedback without acknowledgement or compensation to you.

You hereby waive all moral rights to any such feedback and you hereby warrant that any such feedback are original with you or that you have the right to submit such feedback. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriate of any proprietary right in your feedback.

5.9 Social Media.

As part of the functionality of the Apps and/or Services, you may link your registered Zenpath account with online accounts you have with third-party service providers (each such account, a “Third-Party Account”)
by either:

Providing your Third-Party Account login information through the Apps and/or Services; or
Allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account.

You represent and warrant that you are entitled to disclose your Third-Party Account login information to us or grant us access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third- Party Account.

By granting us access to any Third-Party Accounts, you understand that:

We may access, make available, and store (if applicable) any content that you have provided access to and stored in your Third-Party Account (the “Social Network Content”) so that it is available on and through the Apps and/or Services via your account, including without limitation any friend lists, etc.; and
We may submit to and receive from your Third-Party Account additional information to the extent you are notified when you link your account with the Third Party Account.

Depending on the Third-Party Accounts you choose and subject to the privacy settings that you have set in such Third-Party Accounts, personally identifiable information that you post to your Third-Party Accounts may be available on and through your account on the Apps and/or Services. Please note that if a Third-Party Account or associated service becomes unavailable or our access to such Third-Party Account is terminated by the third party service provider, then Social Network Content may no longer be available on and through the Apps and/or Services.

You will have the ability to disable the connection between your account on the Apps and/or Services and your Third-Party Accounts at any time.

PLEASE NOTE THAT YOUR RELATIONSHIP WITH THE THIRD-PARTY SERVICE PROVIDERS ASSOCIATED WITH YOUR THIRD-PARTY ACCOUNTS IS GOVERNED SOLELY BY YOUR AGREEMENT(S) WITH SUCH THIRD-PARTY SERVICE PROVIDERS.

We make no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality, or non-infringement, and we are not responsible for any Social Network Content. You acknowledge and agree that we may access your email address book associated with a Third-Party Account and your contacts list stored on your mobile device or tablet computer solely for purposes of identifying and informing you of those contacts who have also registered to use the Apps and/or Services

You can deactivate the connection between the Apps and/or Services and your Third Party Account by contacting us using the contact information below or through your account settings (if applicable). We will attempt to delete any information stored on our servers that was obtained through such Third-Party Account.

5.10 Billing and Payment Obligations.

Billing, General.

We bill you through your Account for transactions made on or through the Apps and/or Services. You agree to pay us all charges at the prices then in effect for any use of the Apps and/or Services pr any products or services purchased on or through the Apps

and/or Services by you or other persons (including your agents) using your Account, and you authorize us to charge your chosen payment provider (your "Payment Method") for the transaction. You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment.

Recurring Billing.

By agreeing to these Terms, you acknowledge that subscription transactions have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. We may submit periodic charges (e.g., monthly) without further authorization from you, until you provide prior written notice that you have terminated this authorization or wish to change your Payment Method. Such notice will not affect charges submitted before we could have reasonably acted. To terminate your authorization or change your payment method, go to account settings or contact us at help@zenpath.io.

Payment Obligations.

You must provide current, complete and accurate billing information for Account. You must promptly update all billing information to keep your Account current, complete and accurate (such as, but not limited to, a change in billing address, credit card number, or credit card expiration date), and you must promptly notify us if your Payment Method is canceled (e.g., for loss or theft) or if you become aware of a potential breach of security, such as the unauthorized disclosure or use of your user name or password. Changes to such information can be made in your account settings or by contacting us at help@zenpath.io. If you fail to provide us any of the foregoing information, you agree that we may continue charging you for any use of the Apps and/or Services or any purchased products or services under your Account unless you have terminated your subscription or other transaction under the Apps and/or Services.

The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method (the "Payment Method Provider"). If we do not receive payment from your Payment Method Provider, you agree to pay all amounts due on your Account immediately upon demand.

You are responsible to pay for any products or services that you purchase on the Apps and/or Services, including the costs for such products or services, administration fees, among any other charges that may be determined necessary by us. Depending upon your location, we may accept any of the following payment methods: Stripe, Chargebee, among others. We reserve the right to amend our accepted forms of payment at any time.

When you provide us with your billing information, you authorize our use of and access to the Payment Method you have chosen to use. By providing us with your billing information, you authorize us to charge the amount due to this Payment Method. If we believe your payment has violated any law or these Terms, we reserve the right to cancel or reverse your transaction.

We reserve the right to cancel or amend your order if we determine any inconsistencies or discrepancies in product price, administration costs, and any other charges applicable to your purchase. You acknowledge and understand that occasionally there may be errors in product price, other charges, or availability.

Automatic Renewal.

Your subscription transaction may be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then current non-promotional subscription rate. To change or resign your subscription at any time, go to your Account settings or contact us at help@zenpath.io. If you resign, you may use your subscription until the end of your then-current subscription term. Your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then current subscription period.

Reaffirmation of Authorization.

Your non-termination or continued use of the Apps and/or Services reaffirms that we are authorized to charge your Payment Method. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially make a subscription or other transaction on or through the Apps and/or Services.

Free Trials and Other Promotions.

Any free trial or other promotion that provides subscriber-level access to the Apps and/or Services must be used within the specified time of the trial. You must cancel your subscription before the end of the trial period in order to avoid being charged a subscription fee. If you cancel prior to the end of the trial period and are inadvertently charged for a subscription, please contact help@zenpath.io.

6. Confidentiality.

The functionality, structure, organization and source code of the Apps and/or the Services are the valuable trade secrets and/or proprietary confidential information of Zenpath and its licensors. You agree not to provide or disclose to any third party any such confidential information that is or that may be contained in and/or derived from the Apps and/or the Services.

7. Right to Handle Your Data.

You hereby grant Zenpath a non-exclusive, sublicensable, royalty-free, fully paid-up, worldwide, perpetual and transferable right to Handle (as defined below) your data to make the Services available to you and to generate and use Aggregated Information (as defined below).

Handling by Third Parties. You agree that all such data may be, without further consent from you, Handled by a third-party for either:

Purposes which serve our business purposes, including transaction processing and data monitoring or storage; or
For regulatory or other reasons which are imposed on us in Canada or in any other jurisdiction in which we decide to store or process such data.

Aggregated Information. We own all Aggregated Information and may use such Aggregated Information for any purpose we see fit, including publication of, and creation of derivative works from, the Aggregated Information, provided that such use shall not reveal to a third party any confidential information or the identity of a Zenpath user.

For the purposes of this Section 7, “Handle” means to process, record, transfer, access, receive, use, disclose, retain, dispose of, destroy, manage, collect, store, or otherwise handle and any variation of “Handle” and “Handling” has the same meaning depending on the context.

“Aggregated Information” means all information derived from your use of our Services and includes, usage information, data and other User Content provided, however, such information shall not be able to reveal your identity (or the identity of the relevant Zenpath user).

8. Disclaimers; Limitation of Liability; Indemnity.

8.1 LIMITATION OF LIABILITY.

TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE OR THE ZENPATH PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, LOST PROFITS, LOST REVENUE, LOST DATA, PERSONAL INJURY OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, THE APPS OR OTHERWISE ARISING IN CONNECTION WITH THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT (INCLUDING FUNDAMENTAL BREACH) OR IN TORT (INCLUDING NEGLIGENCE). WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL THE ZENPATH PARTIES BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF:

(i) YOUR USE OF OR RELIANCE ON THE APPS AND/OR THE SERVICES OR YOUR INABILITY TO ACCESS OR USE THE APPS AND/OR THE SERVICES; OR

(ii) ANY CONTENT PROVIDED BY ANY OTHER ZENPATH USER, INCLUDING WITHOUT LIMITATION ANY USE OF OR RELIANCE ON SUCH CONTENT AND/OR ANY ERRORS OR OMISSIONS IN SUCH CONTENT, EVEN IF ZENPATH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

WITHOUT LIMITING THE FORGOING, IN NO EVENT SHALL WE OR THE ZENPATH PARTIES BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND ZENPATH’S REASONABLE CONTROL. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE ZENPATH PARTIES TO YOU FOR ALL DAMAGES, LOSSES, CAUSES OF ACTION OR OTHER AMOUNTS EXCEED AN AGGREGATE OF CAD $100.00 EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT (INCLUDING FUNDAMENTAL BREACH) OR IN TORT (INCLUDING NEGLIGENCE).

YOUR RELIANCE ON ANY INFORMATION OBTAINED FROM OR THROUGH THE APPS OR THE SERVICES IS SOLELY AT YOUR OWN RISK. COMMENTS OR OPINIONS EXPRESSED ON THE APPS OR THE SERVICES ARE THOSE OF THE RESPECTIVE ZENPATH USER ONLY OR ARE MERELY FOR MARKETING PURPOSES. COMMENTS OR OPINIONS EXPRESSED ON THE APPS OR THE SERVICES OR IN ANY CONTENT DO NOT NECESSARILY REPRESENT OR REFLECT THE VIEWS OF ZENPATH. WE OR THE ZENPATH PARTIES ARE NOT RESPONSIBLE FOR, AND DISCLAIM ALL LIABILITY IN RELATION TO, ANY AND ALL CONTENT POSTED, UPLOADED OR OTHERWISE SUBMITTED TO OR THROUGH THE APPS AND THE SERVICES.

WITHOUT LIMITING ANY OTHER PROVISION(S) OF THIS AGREEMENT, YOU ACKNOWLEDGE AND AGREE THAT ZENPATH HAS NO OBLIGATION WHATSOEVER UNDER THESE TERMS OR OTHERWISE TO CORRECT ANY DEFECTS OR ERRORS IN THE APPS OR THE SERVICES OR ANY COMPONENT THEREOF, REGARDLESS OF WHETHER YOU INFORM ZENPATH OF SUCH DEFECTS OR ERRORS OR ZENPATH OTHERWISE IS, OR BECOMES AWARE OF, SUCH DEFECTS OR ERRORS.

THE LIMITATIONS AND DISCLAIMERS IN THIS SECTION DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.

8.2 Representations, Warranties and Indemnity

By using the Apps and/or Services, you represent and warrant that:

All registration information you submit will be true, accurate, current, and complete;
You will maintain the accuracy of such information and promptly update such registration information as necessary;
You have legal capacity and you agree to comply with these Terms;
You are not below 18 years of age;
You will not access any of the Apps and/or Services through automated or non human means, whether through a bot, script, or otherwise;
You will not use any of the Apps and/or Services for any illegal or unauthorized purpose; and
Your use of any of the Apps and/or Services will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we reserve the right to suspend or terminate your Account and refuse any and all current or future use of the Apps and/or the Services.

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees from and against any loss, damage, liability, claim, expense, or demand, including reasonable legal fees and expenses, due to or arising out of:

Your Contributions, including our use thereof;
Your use of or reliance on any of the Apps and/or Services;
Your violation of these Terms;
Any breach of your representations and warranties set forth in these Terms;
Your violation of the rights of a third party, including but not limited to intellectual property rights; or
Any overt harmful act toward any other user of the Apps and/or Services with whom you connected with via the Apps and/or Services.

Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claims, actions, or proceedings which is subject to this indemnification upon becoming aware of it.

8.3 Disclaimer, Interactions with Other Users.

You understand that we do not in any way screen any users, regular users or hosted users that may use or provide advice on the Apps and/or Services, nor do we inquire into the backgrounds of any users or attempt to verify the statements of any users. We make no representations or warranties, express or implied, as to the conduct of any users, their qualifications, quality of advice, or their compatibility with any current or future users. In no event shall we be liable for any damages whatsoever, whether direct, indirect, general, special, compensatory, consequential, and/or incidental, arising out of or relating to the conduct of you or anyone else in connection with the use of the Apps and/or Services, including without limitation, bodily injury, emotional distress, and/or any other damages resulting from communications or meetings with other registered users of the Apps and/or Services or persons you meet or interact with through the Apps and/or Services.

We make no representations or warranties and expressly disclaim any and all liability concerning any treatment, action by, or effect on any person following the information offered or provided within or through the Apps and/or Services. If you have specific

concerns or a situation arises in which you require professional or medical advice, you should consult with an appropriately trained and qualified specialist.

You agree to take reasonable precautions in all interactions with other users and interact with users are your own risk. You should not provide your financial information (for example, your credit card or bank account information) to any other user.

9. Beta Versions.

You acknowledge and agree that any beta version of the Apps made available will be subject to these Terms. Further, you acknowledge and agree that beta versions of the Apps are pre-release, alpha, or beta software and may be incomplete and could contain errors or inaccuracies. You should not use beta versions of the Apps in a commercial operating environment or with important data. You should back up any data prior to using any beta version of the Apps. To the greatest extent permitted by law, in no event shall the Zenpath Parties be responsible for any costs, expenses or other liabilities you may incur as a result of using any beta version of the Apps, including any damage, loss, or corruption of any software, information or data. You expressly acknowledge and agree that any use of a beta version of the Apps is done entirely at your own risk.

Beta versions of the Apps are time-limited and we may change, limit, or cease providing access to beta versions of the Apps any time without notice or liability to you. You further understand and agree that certain information about a beta version of the Apps may not be available to you prior to use, including minimum hardware requirements and the availability of Services for purchase within the beta version of the Apps. By using a beta version of the Apps you consent to using the beta version of the Apps without such information and disclosures. You acknowledge and agree that you will not be compensated for evaluating any beta version of the Apps or for any input you provide in respect of the beta version of the Apps, and you will bear all of your own costs from using the beta version of the Apps (e.g. mobile network operator and data costs). Further, you hereby acknowledge and agree that the content contained in, and your use of, any beta version of the Apps that is not already publicly available shall be considered confidential unless we explicitly authorize public disclosure. You agree to hold the beta version of the Apps in confidence and to treat it as confidential, e.g., not share it with others who do not have access to the beta version of the Apps.

10. General.

10.1 Governing Law.

For users other than individuals residing in the province of Quebec: Our Terms and any access to or use of the Apps and/or the Services shall be governed by, and construed in accordance with the internal laws of the Province of Ontario and the federal laws of Canada therein, without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Province of Ontario.
For users who are individuals residing in the province of Quebec: Our Terms and any access to or use of the Apps and/or the Services shall be governed by, and construed in accordance with the internal laws of the Province of Quebec and the federal laws of Canada therein, without giving effect to any choice or conflict of law provision or rule (whether of the Province of Quebec or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Province of Quebec.

10.2 Dispute Resolution through Arbitration and Submission to Jurisdiction.

To the greatest extent permitted by law and except where prohibit by law (including, but not limited to, for individuals residing in the province of Quebec), any controversy, dispute, disagreement or claim arising out of, relating to or in connection with the Apps and/or the Services, these Terms or any breach hereof, including any question regarding its existence, validity or termination, shall be finally and conclusively resolved by arbitration under Arbitration Act, 1991, S.O. 1991, c. 17 (the “Act”). There shall be one (1) arbitrator selected in accordance with the Act. The parties to the arbitration shall equally share the fees of the arbitrator and the facility fees and the parties shall each bear their own legal costs and expenses of the arbitration; provided, that the arbitrator shall have the authority to award such fees, costs and expenses in the decision of the arbitrator. The arbitration shall be conducted in English. Any decision of the arbitrator shall be final and binding on the parties and their respective successors and assigns and there shall be no right to appeal such decision, whether on a question of law, a question of fact, or a mixed question of fact and law.
To the greatest extent permitted by law, and except where prohibited by law for users who are individuals residing in the province of Quebec, if Section 10.2(i) is not enforceable, then without prejudice to the ability of any party to enforce these Terms in any other proper jurisdiction, each of the parties irrevocably and unconditionally submits and attorns to the non-exclusive jurisdiction of the courts of the Province of Ontario to determine all issues, whether at law or in equity, arising from this Agreement.

10.3 Waiver of Class Proceedings.

To the greatest extent permitted by law, and except where prohibited by law for users who are individuals residing in the province of Quebec, you hereby waive any right you may have to commence or participate in any class action lawsuit against the Zenpath Parties related to any claim, dispute or controversy and, where applicable, you hereby agree to opt out of any class proceeding against the Zenpath Parties otherwise commenced.

10.4 Severability.

If any portion or provision of these Terms shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of these Terms, or the application of such portion of provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of these Terms shall be valid and enforceable to the fullest extent permitted by law.

10.5 Assignment.

You may not assign, in whole or in part, any of your rights or obligations under the Terms. Zenpath may, without prior notice or consent, assign the Terms or any of its rights or obligations hereunder. You give your approval to Zenpath for it to assign the Terms, in whole or in part, and upon such assignment the assignee shall assume all the rights and obligations of Zenpath and Zenpath shall be released. The Terms will inure to the benefit of Zenpath’s successors and assigns.

10.6 Further Assurances.

You agree to execute and deliver all such further documents and instruments and do all acts and things as Zenpath may reasonably require to carry out the full intent and meaning of the Terms.

10.7 Relationship between the Parties.

There is no joint venture, partnership, employment or agency relationship created between you and Zenpath as a result of the Terms or access or use of the Apps and/or the Services.

10.8 Headings and Summaries.

The headings, captions and summaries in these Terms are for convenience only and in no way define or describe the scope or content of any provision of these Terms.

10.9 Notices and How to Contact Us.

Except as otherwise stated in our Terms or as expressly required by law, any notice to us, including for purposes of termination, shall be given in writing by certified postal mail to:

Zenpath Inc.
4 Allanbrooke Dr.
Etobicoke, Ontario, Canada
M9A 3N8

or by email to: help@zenpath.io

Any notice to you shall be given to the most current email address in your Account.

10.10 Other Rules of Interpretation.

Any reference to gender includes all genders; words importing the singular number only shall include the plural and vice versa; the word “or” is not exclusive; the words “including”, “includes” and “include” mean “including without limitation”; and “shall” means “will” and “must”, all three of which can be changed interchangeably and shall not mean “may”.

10.11 No Waiver of Covenants.

Failure by any party to insist upon the strict performance of any of the covenants, agreements, terms, provisions or conditions contained in our Terms or to exercise any election shall not be construed as a waiver or relinquishment of such covenant, agreement, term, provision or condition but the same shall continue and remain in full force. No waiver shall be deemed to have been made unless expressed in writing.

10.12 Surviving Provisions.

Notwithstanding the expiration or termination of the Terms, those rights and obligations that are stated to or which by their nature are intended to survive such expiration or termination shall survive, including the sections entitled: Section 3.5 (Ownership); Section 6 (Confidentiality), Section 7 (Right to Handle Your Data), Section 8.1 (Limitation of Liability); Section 8.2 (Representations, Warranty and Indemnity); Section 10.1 (Governing Law), Section 10.2 (Dispute Resolution through Arbitration and Submission to Jurisdiction), Section 10.3 (Waiver of Class Proceedings) and this Section 10.12 (Surviving Provisions).

10.13 Force Majeure.

Without limiting anything else in the Terms, if Zenpath is unable to make the Apps and/or the Services available for, any reason or circumstances beyond the reasonable control of Zenpath, including fire, flood, earthquake, elements of nature, acts of God, epidemic (whether or not declared), pandemic (whether or not declared), explosion, power failure, third party caused damage to network infrastructure, war, terrorism, cyber terrorism/warfare, revolution, civil commotion, cyber terrorism/warfare, acts of public enemies, law, order, regulation, ordinance or requirement of any government or legal body having jurisdiction, or labour unrest such as strikes, slowdowns, picketing or boycotts, the Zenpath Parties shall not be liable for that default or delay, or inability to make the Apps and/or the Services available, and shall be excused from further performance of its affected obligations.

10.14 Entire Agreement.

The Terms and anything else incorporated or referred to herein constitute the entire agreement between you and Zenpath and supersede all prior communications,

agreements and understandings, written or oral, with respect to the subject matter of our Terms.

10.15 Language.

You and we have requested that the Terms and all correspondence and all documentation relating to the Terms be written in the English language. Les parties aux présentes ont exigé que la présente entente, de même que toute la correspondance et la documentation relative à cette entente, soient rédigées en langue anglaise.