Terms and Privacy

This End User License Agreement, including the following terms of use (“EULA” or “Agreement”), is a legal contract between you (the individual end user) and Zenaxiom Inc., a Delaware corporation (“Company” or “we”). By downloading, installing, or using the Zenaxiom software application (including mobile and desktop apps) and any related services (collectively, the “Software” or “Service”), you acknowledge that you have read and agree to be bound by this EULA. If you do not agree to these terms, do not install, access, or use the Software. This EULA is presented to you upon first installation or use of the Software, and your acceptance is required as a condition of use.

You represent that you are at least 18 years old (or the age of legal majority in your jurisdiction) or you have reviewed this Agreement with your parent or legal guardian who consents to it on your behalf. You are responsible for compliance with this EULA even if you allow any other person to use your account or device.

Account Creation. To access and use the Software, you will be required to create a user account. You agree to provide accurate, current, and complete information during registration and to keep your account information updated. Account credentials (such as username and password) are personal to you, and you must maintain their confidentiality. You are responsible for all activities that occur under your account. You agree to notify us immediately at our support contact (provided below) of any unauthorized access or security breach of your account.

Account Use. You must not share your account with anyone else or allow others to access the Service using your credentials. You are liable for any losses or damages to Company resulting from unauthorized use of your account. The Company reserves the right to suspend or terminate your account if it suspects any unauthorized use or violation of this EULA.

License Grant. Subject to your compliance with this EULA and payment of any applicable fees, Company hereby grants you a limited, personal, non‑exclusive, non‑transferable, non‑sublicensable, revocable license to install and use the Software on your supported device(s) for your own personal, non‑commercial use. This license is provided solely for you to use the Software as intended by the Company and in accordance with this Agreement. The Software is licensed, not sold to you, and you obtain no title to or ownership of the Software or any proprietary rights related to it. All rights not expressly granted to you are reserved by the Company and its licensors.

Feature Customization. The Software may include settings or features that allow you to configure or customize your user experience. You may adjust those permitted settings and features for your personal use as intended within the Software’s interface. However, you may not modify or alter the Software’s underlying code or functionality beyond what is allowed through the official settings. Any customization options provided are for convenience and do not grant you any additional rights or ownership in the Software. The Company may modify or remove customization features at any time without notice.

General Use Restrictions. You agree not to engage in any of the following prohibited activities:

(a) No Unauthorized Distribution: You will not copy, reproduce, distribute, publish, sell, resell, or commercially exploit the Software or any portion of it. The Software is for your personal use only — you may not share it with others except as expressly permitted by the Company.

(b) No Alteration or Reverse Engineering: You will not modify, adapt, translate, create derivative works from, reverse engineer, decompile, or disassemble any part of the Software, nor attempt to extract or discover the source code or underlying algorithms of the Software (except to the limited extent that applicable law expressly permits such activities notwithstanding this limitation).

(c) No Unlawful or Harmful Use: You will not use the Software for any illegal, fraudulent, or harmful purpose, or in any manner that violates any applicable law or regulation. This includes (but is not limited to) using the Software to violate anyone’s privacy or rights, to transmit any malicious code (virus, worms, malware), or in connection with any offensive or harassing conduct.

(d) No Circumvention of Security: You will not attempt to disable or circumvent any security or access control mechanism of the Software. You must not interfere with or disrupt the integrity or performance of the Software or servers and networks connected to the Service, including by engaging in activities such as hacking, DDOS attacks, or using any automated means to access the Service in a manner that sends more requests to the Company’s servers than a human can reasonably produce in the same period.

(e) No Misuse or Competitive Use: You will not use the Software in order to build a competing product or service, or for any purpose that is to the Company’s commercial disadvantage. You will not remove, alter, or obscure any proprietary notices (including copyright or trademark notices) on the Software. Any use of the Software beyond the scope of the license granted in this Agreement is strictly prohibited and will result in automatic termination of this license.

If you violate any of the above restrictions (or any other provision of this EULA), your license to use the Software will immediately terminate, and you may be subject to legal action.

Your privacy is important to us. In the course of providing the Software and Services, the Company may collect certain information from you or your device, including personal information and technical data (such as usage statistics, device type, operating system, and application version). We use and protect this information in accordance with our Privacy Policy, which is incorporated into this EULA by reference. By using the Software, you acknowledge and agree to the practices described in the Privacy Policy regarding the collection, use, and disclosure of your information.

Please review the Privacy Policy to understand what information we collect and how we use it. If you do not agree to the Privacy Policy or any data practices, do not use the Software. In any event, you agree that the Company (or third parties acting on our behalf) may collect and process data as necessary for the performance of the Service, improvement of the Software, enforcing this Agreement, and as required by law.

Ownership. All intellectual property and proprietary rights in and to the Software and all content, information, materials, text, graphics, logos, trademarks, and software included in or accompanying the Software (collectively, “Company Content”) are owned by Zenaxiom Inc. or its licensors. These works are protected by copyright, trademark, patent, and other intellectual property laws. Other than the limited license granted to you in Section 3, nothing in this EULA transfers or grants to you any rights, title, or interest in the Company Content or Software. You agree not to remove or alter any copyright, trademark, or proprietary rights notice on any Company Content.

Feedback. If you choose to provide any feedback, suggestions, ideas, or recommendations to the Company regarding the Software (“Feedback”), you hereby grant the Company a perpetual, irrevocable, worldwide, fully transferable and sublicensable, royalty‑free license to use, reproduce, disclose, publish, or otherwise exploit the Feedback for any purpose, without any obligation or compensation to you. The Company may use Feedback in any manner and for any purpose whatsoever, including to improve the Software or develop new products and services. You agree that any Feedback you provide is not confidential and is given voluntarily.

Term. This EULA is effective from the date you accept it (or first install/use the Software) and will remain in effect until terminated by either you or the Company as described below. Your subscription and license to use the Software are granted on a term basis (e.g., yearly subscription) and will continue renewing until terminated.

Your Termination. You may terminate this Agreement at any time by canceling your subscription and ceasing all use of the Software. Upon termination by you, you must uninstall and permanently delete all copies of the Software in your possession or control. Termination of this EULA by you will be effective at the end of your current subscription period (unless termination is due to your complete discontinuation of use and deletion of the Software, in which case any pre‑paid fees for the remaining term will not be refunded, except where required by law).

Termination by Company. The Company may suspend or terminate your account or this EULA (and thereby your license to the Software) at any time with or without notice if you violate any provision of this Agreement, if payment of fees cannot be completed, or if we discontinue the Software. In certain cases, the Company may provide notice and an opportunity to cure your breach if doing so is required by law. However, if your breach is deemed by us to be serious or incapable of remedy, your account may be terminated immediately. The Company shall not be liable to you or any third party for termination of your account for cause.

Effect of Termination. Upon any termination of this EULA for any reason: (a) all rights granted to you under this Agreement will immediately cease and you must stop all use of the Software; (b) you must promptly delete or destroy all copies of the Software in your possession, including from all devices and storage; and (c) sections of this EULA that by their nature should survive termination shall survive. Termination does not relieve you of any obligation to pay any outstanding fees or costs accrued up to the date of termination.

The Company reserves the right, in its sole discretion, to discontinue or modify the Software (in whole or in part) at any time. If the Company ceases to support the Software or terminates this Agreement without cause, you may be entitled to a pro‑rata refund of any prepaid subscription fees for the remaining unused period (if any).

AS‑IS Service. The Software and Service are provided to you “AS IS” and “AS AVAILABLE”, without warranty of any kind. Use of the Software is at your own risk. To the fullest extent permitted under applicable law, the Company disclaims all warranties and representations, express or implied, with respect to the Software and any results obtained from it, including any implied warranties of merchantability, fitness for a particular purpose, title, non‑infringement, and any warranties arising from course of dealing or usage of trade. The Company does not warrant that the Software will meet your requirements, achieve any intended results, be compatible or work with any other software, systems or services, or that it will operate without interruption or be error‑free.

No Guarantee of Accuracy or Availability. The Company makes no guarantee that the Software (including any data, reports, or results generated by the Software) is accurate, reliable, complete, or up‑to‑date. We do not warrant that the Service will be available at any given time, secure, or free of errors, defects, viruses, or other harmful components. No oral or written information or advice given by the Company, its dealers, distributors, agents, or employees shall create any warranty.

Third‑Party Services. The Software may interoperate or be used with third‑party software, hardware, or services (for example, it may access internet content, or use your device’s operating system services). The Company is not responsible for any third‑party services or content that you access through the Software. Your use of any third‑party services is at your own risk and may be subject to additional terms. The Company makes no warranty and shall have no liability with regard to third‑party services or content.

Exceptions. Some jurisdictions do not allow the exclusion of certain warranties. Nothing in this Agreement is intended to disclaim any warranty or right that you may not lawfully disclaim under applicable law. In such jurisdictions, this Section will apply to the maximum extent permitted by law. You may have additional rights under local law that this EULA cannot change.

Indirect Damages. To the fullest extent permitted by law, in no event will Zenaxiom Inc. or its directors, officers, employees, agents, affiliates, or licensors be liable to you for any indirect, incidental, special, consequential, exemplary, or punitive damages whatsoever, including without limitation damages for loss of profits or revenue, loss of data, business interruption, or any other commercial or economic loss, arising out of or related to this EULA or your use of (or inability to use) the Software, even if we have been advised of the possibility of such damages. This limitation applies to any theory of liability, whether based in contract, tort (including negligence), strict liability, product liability or any other legal theory. You acknowledge that the Software is priced based on this allocation of risk and that the limitations in this Section are essential elements of this Agreement.

Liability Cap. In any case, the Company’s total cumulative liability to you for all claims arising from or related to this Agreement or the Software will not exceed the amount (if any) that you paid to the Company for the Software or Service in the 12 months immediately prior to the event giving rise to the claim. If you have not paid any amount to the Company for use of the Software, the Company’s total liability shall be capped at one hundred U.S. dollars (USD $100). The existence of multiple claims or suits under or related to this EULA will not enlarge or extend the limitation of money damages. You agree that the Company’s licensors, suppliers, and partners shall have no liability of any kind under or as a result of this EULA.

Exceptions to Limitations. Nothing in this EULA shall limit or exclude the Company’s liability for gross negligence, willful misconduct, or fraud, or for death or personal injury resulting from the Company’s negligence, or any other liability that cannot be excluded or limited by applicable law. However, to the extent permissible, any required liability in such cases is limited to the minimum amount required by law. Because some jurisdictions do not allow the exclusion or limitation of certain damages, in such jurisdictions our liability will be limited to the fullest extent permitted by law.

You agree to indemnify, defend, and hold harmless Zenaxiom Inc. and its affiliates, and their respective officers, directors, employees, agents, and partners (the “Company Parties”) from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees and costs) arising out of or in any way connected with: (a) your use or misuse of the Software; (b) your violation of this EULA or of any law or regulation; or (c) your infringement of any intellectual property or other rights of any other person or entity. This indemnification obligation includes any claims made by a third party arising out of your use of the Software or your breach of this Agreement.

The Company reserves the right, at your expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations). You agree not to settle any matter without the prior written consent of the Company. You will cooperate fully with the Company in asserting any available defenses in connection with a claim subject to indemnification. This indemnity is in addition to, and not in lieu of, any other indemnities that you and the Company may have agreed upon in a separate written agreement.

Binding Arbitration. To expedite resolution and control the cost of disputes, you and the Company agree that any dispute, claim, or controversy arising out of or relating to this EULA or the use of the Software (collectively, “Disputes”) shall be resolved by final and binding arbitration on an individual basis, except as set forth under the “Exceptions” provision below. You are waiving your right to have any Dispute heard in court by a judge or jury (except for the matters that may be brought to small claims as noted below). This arbitration agreement is governed by the U.S. Federal Arbitration Act and evidences a transaction in interstate commerce.

Exceptions – Injunctive Relief. Either party retains the right to seek injunctive or equitable relief in a court of law to prevent (or enjoin) infringement or misappropriation of intellectual property or other proprietary rights. Such actions shall not be deemed incompatible with the agreement to arbitrate or as a waiver of that agreement.

Class Action Waiver. All Disputes must be pursued on an individual basis only. You and Company agree not to assert Disputes in any class action, consolidated, or representative proceeding. The arbitrator shall not have authority to combine or aggregate similar claims or conduct any class or representative proceeding, nor to make an award to any person or entity not a party to the arbitration. You hereby waive your right to participate as a plaintiff or class member in any purported class action or representative proceeding against Company. If this class action waiver is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void (but the rest of the Agreement shall remain in effect).

One‑Year Limitation on Claims. To the maximum extent permitted by law, you and the Company agree that any Dispute (whether in arbitration or court, if permitted) must be initiated within one (1) year from the date the cause of action accrued, otherwise the claim is permanently barred.

This EULA and any Dispute arising out of or related to it or the Software shall be governed by and construed in accordance with the laws of the State of Delaware, USA, without giving effect to any conflict of laws principles that would cause the laws of another jurisdiction to apply. Notwithstanding the foregoing, if you are a consumer residing outside the United States, you may be entitled to the protections of the mandatory consumer protection provisions of your local consumer protection law. In such cases, nothing in this EULA affects your rights under those laws.

The Company reserves the right to modify or update this EULA (including the Terms of Use) at any time. If we make material changes, we will notify you by posting the updated Agreement within the Software or on our website, or by other reasonable means. We may also update the “Effective Date” at the top of this EULA to indicate when revisions were made. Your continued use of the Software after a revised EULA has been posted or provided to you constitutes your acceptance of the updated terms. If you do not agree to the revised terms, you must stop using the Software and, if applicable, cancel your subscription. It is your responsibility to review the EULA periodically for updates.

Assignment. You may not assign or transfer this Agreement or any of your rights or obligations hereunder, in whole or in part, whether by operation of law or otherwise, without the prior written consent of the Company. Any attempted assignment in violation of the foregoing will be null and void. The Company may freely assign or transfer this Agreement (in whole or in part) without restriction and without notice to you. Subject to the foregoing, this EULA will bind and inure to the benefit of the parties’ respective permitted successors and assigns.

Entire Agreement. This EULA (including any documents or policies expressly incorporated by reference, such as the Privacy Policy) constitutes the entire agreement between you and Zenaxiom Inc. with respect to the Software, and supersedes all prior or contemporaneous understandings regarding such subject matter. Any additional or different terms of any related purchase order, confirmation, or similar document have no force or effect unless expressly agreed to in writing by an authorized representative of the Company.

Severability. If any provision of this EULA is held to be invalid, illegal, or unenforceable by a court or tribunal of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the remaining provisions of this Agreement will remain in full force and effect. The invalid provision shall be deemed modified to the least degree necessary to remedy the invalidity while preserving the original intent of the parties, or if that is not possible, it shall be severed from this Agreement.

No Waiver. The failure of the Company to exercise or enforce any right or provision of this EULA will not operate as a waiver of that or any other right or provision. Any waiver of any provision of this Agreement will be effective only if in writing and signed by an authorized representative of the Company. The rights and remedies of the Company under this EULA are cumulative and in addition to any other rights or remedies available at law or in equity.

No Third‑Party Beneficiaries. This Agreement is intended for the sole benefit of you and the Company, and except as expressly provided, shall not confer any rights or remedies upon any person or entity other than you and the Company (and Company Parties as defined for purposes of the indemnification clause).

Relationship of the Parties. You and the Company are independent contracting parties. This Agreement does not create any agency, partnership, joint venture, or franchise relationship. You have no authority to bind the Company or to act on its behalf.

Export Compliance. The Software may be subject to United States export control and economic sanctions laws. You agree to comply with all applicable export and import laws and regulations in using the Software. You represent that you are not located in, under the control of, or a national or resident of any country to which the U.S. has embargoed goods or has designated as a terrorist‑supporting country, and that you are not on any U.S. government list of prohibited or restricted parties. You shall not export or re‑export the Software to any such country or persons, or use the Software for any purposes prohibited by U.S. law.

Force Majeure. The Company shall not be liable for any failure or delay in performance of its obligations (including providing access to the Software) if such failure or delay is caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, government acts, strikes or labor disputes, war, civil unrest, terrorism, network or internet failures, or power outages. In such cases, Company’s obligations will be suspended for the duration of the event.

Notices. The Company may send you notifications about the Software or this EULA via email (to the address associated with your account), in‑app alerts, or by other reasonable means. Official notices to the Company must be sent via certified mail to Zenaxiom Inc.’s registered address in Delaware or via email to the Company’s designated legal notice email. For convenience, you may contact us at our support email for general questions (see Contact section below).

Headings. Section titles and headings in this EULA are for convenience only and have no legal or contractual effect.

If you have any questions, concerns, or comments about this EULA or the Software, you can contact Zenaxiom Inc. at: contact@zenaxiom.com.

By using or continuing to use the Zenaxiom Software, you acknowledge that you have read this EULA, understand it, and agree to be bound by its terms and conditions.