Terms for Mobile App Use

Terms of Use

Last Updated Date: October 14, 2019

PLEASE READ THIS TERMS OF USE AGREEMENT (THE “TERMS OF USE”) CAREFULLY.  THIS MOBILE APPLICATION (THE “APPLICATION”) OF ZANTHION, INC. (“ZANTHION”), AND THE INFORMATION ON IT ARE CONTROLLED BY ZANTHION.  THESE TERMS OF USE GOVERN THE USE OF THE APPLICATION AND APPLY TO ALL USERS USING THE APPLICATION IN ANY WAY, INCLUDING USING THE SERVICES AND RESOURCES AVAILABLE OR ENABLED VIA THE APPLICATION (EACH A “SERVICE” AND COLLECTIVELY, THE “SERVICES”). BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS, AND/OR OR DOWNLOADING ZANTHION’S MOBILE APPLICATION (THE “APPLICATION”), YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF USE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH ZANTHION, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF USE PERSONALLY OR ON BEHALF OF ZANTHION YOU HAVE NAMED AS THE USER, AND TO BIND THAT ZANTHION TO THE TERMS OF USE.  THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTERED ON THE APPLICATION.  IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THIS APPLICATION OR THE SERVICES.

PLEASE BE AWARE THAT SECTION 17 OF THIS AGREEMENT, BELOW, CONTAINS PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY DISPUTES THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION.  UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.  

IF YOU SUBSCRIBE TO THE SERVICES FOR A TERM (THE “INITIAL TERM”), THEN THE TERMS WILL BE AUTOMATICALLY RENEWED FOR ADDITIONAL PERIODS OF THE SAME DURATION AS THE INITIAL TERM AT ZANTHION’S THEN-CURRENT FEE FOR SUCH SERVICES UNLESS YOU OPT OUT OF THE AUTO-RENEWAL IN ACCORDANCE WITH SECTION 9.6 BELOW. 

ANY DISPUTE, CLAIM OR REQUEST FOR RELIEF RELATING IN ANY WAY TO YOUR USE OF THE SITE WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF COLORADO, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.  THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS AGREEMENT. 

Your use of, and participation in, certain Services may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms of Use or will be presented to you for your acceptance when you sign up to use the supplemental Service.  If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. The Terms of Use and any applicable Supplemental Terms are referred to herein as the “Agreement.”

PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY ZANTHION IN ITS SOLE DISCRETION AT ANY TIME.  When changes are made, Zanthion will make a new copy of the Terms of Use available within the Application and any new Supplemental Terms will be made available from within, or through, the affected Service within the Application.  We will also update the “Last Updated” date at the top of the Terms of Use. Zanthion may require you to provide consent to the updated Agreement in a specified manner before further use of the Application and/ or the Services is permitted.  If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Application and/or the Services. Otherwise, your continued use of the Application and/or Services constitutes your acceptance of such change(s).  PLEASE REGULARLY CHECK THE APPLICATION TO VIEW THE THEN-CURRENT TERMS.

    1. USE OF THE SERVICES AND ZANTHION PROPERTIES.  
  • Generally.   Zantion designs mobile applications that can be integrated with various types of hardware and devices to be used by senior citizens, such as wearable sensors, pendants, activity trackers, and environmental sensors, in order to provide family members and assisted living facilities with alerts and information pertaining to the health and wellbeing of those individuals.  Please note that the Services are not intended as, and should not be used in lieu of, 911 or E-911 emergency services. 
  • Zanthion Properties.  The Application the Services, and the information and content available in the Application and the Services (as these terms are defined herein) (each, a “Zanthion Property” and collectively, the “Zanthion Properties”) are protected by copyright laws throughout the world.  
  • Application License. Subject to your compliance with the Agreement, Zanthion grants you a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use a copy of the Application on a single mobile device or computer that you own or control and to run such copy of the Application solely for your own personal or internal business purposes.  Furthermore, with respect to any Application accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use the App Store Sourced Application (a) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (b) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Notwithstanding the first sentence in this section, with respect to any Application access through or downloaded from the Google Play store (a “Google Play Sourced Application”), you may have additional license rights with respect to use of the Application on a shared basis within your designated family group.
      1. Updates.  You understand that Zanthion Properties are evolving.  As a result, Zanthion may require you to accept updates to Zanthion Properties that you have installed on your computer or mobile device.  You acknowledge and agree that Zanthion may update Zanthion Properties with or without notifying you. You may need to update third-party software from time to time in order to use Zanthion Properties.
      2. Certain Restrictions.  The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Zanthion Properties or any portion of Zanthion Properties, (b) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Zanthion Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (c) you shall not access Zanthion Properties in order to build a similar or competitive website, application or service; (d) except as expressly stated herein, no part of Zanthion Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (e) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Zanthion Properties. Any future release, update or other addition to Zanthion Properties shall be subject to the Agreement.  Zanthion, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of any Zanthion Property terminates the licenses granted by Zanthion pursuant to the Agreement.
  • REGISTRATION.
      1. Registering Your Account.  In order to access certain features of Zanthion Properties you may be required to become a Registered User.  For purposes of the Agreement, a “Registered User” is a user who has registered an account on the Application (“Account”).
      2. Registration Data.  In registering an account on the Application, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete.  You represent that you are (m) of legal age to form a binding contract; and (n) not a person barred from using Zanthion Properties under the laws of the United States, your place of residence or any other applicable jurisdiction.  You are responsible for all activities that occur under your Account. You may not share your Account or password with anyone, and you agree to (y) notify Zanthion immediately of any unauthorized use of your password or any other breach of security; and (z) exit from your Account at the end of each session.  If you provide any information that is untrue, inaccurate, not current or incomplete, or Zanthion has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, Zanthion has the right to suspend or terminate your Account and refuse any and all current or future use of Zanthion Properties (or any portion thereof).  You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree not to create an Account or use Zanthion Properties if you have been previously removed by Zanthion, or if you have been previously banned from any of Zanthion Properties.
      3. Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Zanthion. 
      4. Necessary Equipment and Software.  You must provide all equipment and software necessary to connect to Zanthion Properties, including but not limited to, a mobile device that is suitable to connect with and use Zanthion Properties, in cases where the Services offer a mobile component.  You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing Zanthion Properties.  
    1. COMMUNICATING WITH OTHER USERS.
      1. Generally. The Application may enable you to message and interact with other users of the Application, such as sending messages to check-in on other users.  You acknowledge that all data, photos, images, video, data, text, music, exercise regimens, comments and other information (collectively “Content”) is the sole responsibility of the party from whom such Content originated.  This means that you, and not Zanthion, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through Zanthion Properties (“Your Content”), and that you and other Registered Users of Zanthion Properties, and not Zanthion, are similarly responsible for all Content that you and they Make Available through Zanthion Properties (“User Content”).
      2. No Obligation to Pre-Screen Content.  You acknowledge that Zanthion has no obligation to pre-screen Content (including, but not limited to, User Content), although Zanthion reserves the right in its sole discretion to pre-screen, refuse or remove any Content.  By entering into the Agreement, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications.  In the event that Zanthion pre-screens, refuses or removes any Content, you acknowledge that Zanthion will do so for Zanthion’s benefit, not yours. Without limiting the foregoing, Zanthion shall have the right to remove any Content that violates the Agreement or is otherwise objectionable.
      3. Storage.  Unless expressly agreed to by Zanthion in writing elsewhere, Zanthion has no obligation to store any of Your Content that you Make Available on Zanthion Properties.  Zanthion has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of Zanthion Properties.    You agree that Zanthion retains the right to create reasonable limits on Zanthion’s use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described within the Application and as otherwise determined by Zanthion in its sole discretion. 
  • OWNERSHIP.
      1. Zanthion Properties.  Except with respect to Your Content and User Content, you agree that Zanthion and its suppliers own all rights, title and interest in Zanthion Properties.  You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any Zanthion Properties.
      2. Your Content.  Zanthion does not claim ownership of Your Content.  However, when you as a Registered User post or publish Your Content on or in Zanthion Properties, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content.  
      3. License to Your Content.  Subject to any applicable account settings that you select, you grant Zanthion a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display Your Content (in whole or in part) for the purposes of operating and providing Zanthion Properties to you and to our other Registered Users.  Please remember that other Registered Users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of Zanthion Properties. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated aboveYou agree that you, not Zanthion, are responsible for all of Your Content that you Make Available on or in Zanthion Properties.
      4. Feedback.  You agree that submission of any ideas, suggestions, documents, and/or proposals to Zanthion through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that Zanthion has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback.  You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Zanthion a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Zanthion Properties and/or Zanthion’s business.
    1. USER CONDUCT. In connection with your use of Zanthion Properties, you shall not:
  • Make Available any Content that, in Zanthion’s sole discretion, (i) is unlawful, tortious, defamatory, vulgar, obscene, libelous, or racially, ethnically or otherwise objectionable; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (iv) is violent or threatening, or promotes violence or actions that are threatening to any other person; or (v) promotes illegal or harmful activities; 
  • Impersonate any person or entity, including, but not limited to, Zanthion personnel, or falsely state or otherwise misrepresent your affiliation with a person or entity;
  • Make available any Content that you do not have a right to Make Available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under non-disclosure agreements);
  • Make Available any Content that infringes the rights of any person or entity, including without limitation, any patent, trademark, trade secret, copyright, privacy, publicity or other proprietary or contractual rights;
  • Intentionally or unintentionally violate any applicable local, state, national or international law or regulation, or any order of a court;
  • Register for more than one Account or register for an Account on behalf of an individual other than yourself; 
  • Stalk or otherwise harass any other user of our Zanthion Properties; or
  • Advocate, encourage or assist any third party in doing any of the foregoing activities in this section.
    1.  
    2. INVESTIGATIONS.  Zanthion may, but is not obligated to, monitor or review Zanthion Properties and Content at any time.  Without limiting the foregoing, Zanthion shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason), including if such Content violates the Agreement or any applicable law.  Although Zanthion does not generally monitor user activity occurring in connection with Zanthion Properties or Content, if Zanthion becomes aware of any possible violations by you of any provision of the Agreement, Zanthion reserves the right to investigate such violations, and Zanthion may, at its sole discretion, immediately terminate your license to use Zanthion Properties, or change, alter or remove Your Content, in whole or in part, without prior notice to you.
  • INTERACTIONS WITH OTHER USERS.
      1. User Responsibility.  You are solely responsible for your interactions with other Registered Users and any other parties with whom you interact; provided, however, that Zanthion reserves the right, but has no obligation, to intercede in such disputes.  You agree that Zanthion will not be responsible for any liability incurred as the result of such interactions.
      2. Content Provided by Other Users.  Zanthion Properties may contain User Content provided by other Registered Users.  Zanthion is not responsible for and does not control User Content. Zanthion has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to User Content.  You use all User Content and interact with other Registered Users at your own risk.
  • APP STORES. 

You acknowledge and agree that the availability of the Application and the Services is dependent on the third party from whom you received the Application license, e.g., the Apple App Store or Google Play (each, an “App Store”).  You acknowledge that the Agreement is between you and Zanthion and not with the App Store.  Zanthion, not the App Store, is solely responsible for Zanthion Properties, including the Application, the content thereof, maintenance, support services, and warranty therefor, and addressing any claims relating thereto (e.g., product liability, legal compliance or intellectual property infringement).  In order to use the Application, you must have access to a wireless network, and you agree to pay all fees associated with such access. You also agree to pay all fees (if any) charged by the App Store in connection with Zanthion Properties, including the Application. You agree to comply with, and your license to use the Application is conditioned upon your compliance with all terms of agreement imposed by the applicable App Store when using any Zanthion Property, including the Application. You acknowledge that the App Store (and its subsidiaries) are third-party beneficiaries of the Agreement and will have the right to enforce it.

  • FEES AND PURCHASE TERMS.
      1. Generally.  Certain Services may be made available pursuant on a paid basis.  In the event you are not accessing any such Services, or a third party has procured access to such Services on your behalf (e.g. paid for by a family member of assisted living community), the remainder of this Section 9 will not apply to you with respect to such Services.
      2. Payment.  You agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable.  You must provide Zanthion with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) (“Payment Provider”), as a condition to signing up for the Services.  Your Payment Provider agreement governs your use of the designated credit card, and you must refer to that agreement and not the Agreement to determine your rights and liabilities.  By providing Zanthion with your credit card number and associated payment information, you agree that Zanthion is authorized to immediately invoice your Account for all fees and charges due and payable to Zanthion hereunder and that no additional notice or consent is required.  You agree to immediately notify Zanthion of any change in your billing address or the credit card used for payment hereunder. Zanthion reserves the right at any time to change its prices and billing methods, either immediately upon posting on Zanthion Properties or by e-mail delivery to you.
      3. Service Subscription Fees.  You will be responsible for payment of the applicable fee for any Services (each, a “Service Subscription Fee”) at the time you create your Account and select your annual package (each, a “Service Commencement Date”).  Except as set forth in the Agreement, all fees for the Services are non-refundable.  No contract will exist between you and Zanthion for the Services until Zanthion accepts your order by a confirmatory e-mail, SMS/MMS message, or other appropriate means of communication.
  • Taxes.  The payments required under Section 9.3 of this Agreement do not include any Sales Tax that may be due in connection with the Services provided under this Agreement.  If Zanthion determines it has a legal obligation to collect a Sales Tax from you in connection with this Agreement, Zanthion shall collect such Sales Tax in addition to the payments required under Section 9.3 of this Agreement.  If any Services, or payments for any Services, under the Agreement are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Zanthion, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Zanthion for any liability or expense Zanthion may incur in connection with such Sales Taxes.  Upon Zanthion’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
  • Withholding Taxes.  You agree to make all payments of fees to Zanthion free and clear of, and without reduction for, any withholding taxes.  Any such taxes imposed on payments of fees to Zanthion will be your sole responsibility, and you will provide Zanthion with official receipts issued by the appropriate taxing authority, or such other evidence as we may reasonably request, to establish that such taxes have been paid.
      1. Automatic Renewal.  Your subscription will continue indefinitely until terminated in accordance with the Agreement.  After your initial subscription period, and again after any subsequent subscription period, your subscription will automatically commence on the first day following the end of such period (each a “Renewal Commencement Date”) and continue for an additional equivalent period, at Zanthion’s then-current price for such subscription.  You agree that your Account will be subject to this automatic renewal feature unless you cancel your subscription at least thirty (30) days prior to the Renewal Commencement Date (or in the event that you receive a notice from Zanthion that your subscription will be automatically renewed, you will have thirty days from the date of the Zanthion notice), by logging into and going to the “Change/Cancel Membership” page of your “Account Settings” page.  If you do not wish your Account to renew automatically, or if you want to change or terminate your subscription, please contact Zanthion at [include phone number and/or email address] or log in and go to the “Change/Cancel Membership” page on your “Account Settings” page.  If you cancel your subscription, 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. By subscribing, you authorize Zanthion to charge your Payment Provider now, and again at the beginning of any subsequent subscription period.  Upon renewal of your subscription, if Zanthion does not receive payment from your Payment Provider, (a) you agree to pay all amounts due on your Account upon demand and/or (b) you agree that Zanthion may either terminate or suspend your subscription and continue to attempt to charge your Payment Provider until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new subscription commitment period will begin as of the day payment was received).
      2. Free Trials and Other Promotions.  Any free trial or other promotion that provides Registered User level access to the Services must be used within the specified time of the trial.  At the end of the trial period, your use of that Service will expire and any further use of the Service is prohibited unless you pay the applicable subscription fee.  If you are inadvertently charged for a subscription, please contact Zanthion to have the charges reversed.
  • Indemnification.  You agree to indemnify and hold Zanthion, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Zanthion Party” and collectively, the “Zanthion Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) Your Content; (b) your use of, or inability to use, any Zanthion Property; (c) your violation of the Agreement; (d) your violation of any rights of another party, including any Registered Users; or (e) your violation of any applicable laws, rules or regulations.  Zanthion reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Zanthion in asserting any available defenses. This provision does not require you to indemnify any of the Zanthion Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Application or any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Agreement and/or your access to Zanthion Properties.
  • DISCLAIMER OF WARRANTIES AND CONDITIONS.
      1. As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF ZANTHION PROPERTIES IS AT YOUR SOLE RISK, AND ZANTHION PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS.  ZANTHION PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE APPLICATION.  
  • ZANTHION PARTIES MAKE NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) ZANTHION PROPERTIES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF ZANTHION PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF ZANTHION PROPERTIES WILL BE ACCURATE OR RELIABLE.
        1. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH ZANTHION PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS ZANTHION PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
        2. THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS.  ZANTHION MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.
        3. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ZANTHION OR THROUGH ZANTHION PROPERTIES WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
        4. FROM TIME TO TIME, ZANTHION MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT.  SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT ZANTHION’S SOLE DISCRETION.  THE PROVISIONS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.
      1. Not Intended for Emergency Medical or 911/E-911 Use. Zanthion’s goal is to provide helpful and accurate information on the Services.  However, the Services are dependent upon a number of factors that are outside the control of Zanthion, such as the placement and maintenance of sensors incorporating our Application, whether individuals wear the wearable devices incorporating our Application, as well as the accuracy, reliability, availability, effectiveness or correct use of those devices. Maps, directions and other GPS or navigation data, including data relating to your current location, may be unavailable, inaccurate or incomplete.  THE SERVICES ARE NO DESIGNED, INTENDED, AUTHORIZED, OR WARRANTED TO BE SUITABLE FOR USE IN PRIMARY HEALTH MONITORING, LIFE SUPPORT APPLICATIONS, DEVICES OR SYSTEMS; DIRECT LIFE SUPPORT MACHINES; AND ENHANCED 911 OR E911 EMERGENCY CALLING SYSTEMS.  Use of the Services should not replace your good judgment and common sense.  If you are experiencing a medical or other emergency, call 911.
      2. Consult Your Doctor Before Using the Service.  The Service is not intended or designed to diagnose, treat, cure or prevent any disease. If you have a medical or heart condition, consult your doctor before using the any wearable device incorporating our Application.  Certain wearable devices may have heart rate tracking features that may pose risks to users with certain health conditions. Consult your doctor prior to use of such products if you (1) have a medical or heart condition, (2) are taking any photosensitive medicine, (3) have epilepsy or are sensitive to flashing lights, (4) have reduced circulation or bruise easily, or (5) have tendonitis, carpal tunnel syndrome, or other musculoskeletal disorders.  You acknowledge and understand that Zanthion does not manufacture wearable devices, and that you should consult the documentation provided by your device’s manufacturer prior to use.
      3. No Liability for Conduct of Third Parties.  YOU ACKNOWLEDGE AND AGREE THAT ZANTHION PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD ZANTHION PARTIES LIABLE, FOR THE CONDUCT OR OMISSIONS OF THIRD PARTIES, INCLUDING THE ACTIONS OF FIRST RESPONDERS OR ANY OTHER USERS OF THE APPLICATION, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
  • LIMITATION OF LIABILITY.
      1. Disclaimer of Certain Damages.  YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL ZANTHION PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT ZANTHION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF ZANTHION PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE ZANTHION PROPERTIES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH ZANTHION PROPERTIES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON ZANTHION PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO ZANTHION PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY.  THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A ZANTHION PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A ZANTHION PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A ZANTHION PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION. 
      2. Cap on Liability.  UNDER NO CIRCUMSTANCES WILL ZANTHION PARTIES BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) THE TOTAL AMOUNT PAID TO ZANTHION BY YOU DURING THE ONE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY AND (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES.  THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A ZANTHION PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A ZANTHION PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A ZANTHION PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
      3. User Content.  EXCEPT FOR ZANTHION’S OBLIGATIONS TO PROTECT YOUR PERSONAL DATA AS SET FORTH IN THE ZANTHION’S PRIVACY POLICY, ZANTHION ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT AND USER CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.
      4. Basis of the Bargain.  THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ZANTHION AND YOU.
    1. PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT.  It is Zanthion’s policy to terminate membership privileges of any Registered User who repeatedly infringes copyright upon prompt notification to Zanthion by the copyright owner or the copyright owner’s legal agent.  Without limiting the foregoing, if you believe that your work has been copied and posted on Zanthion Properties in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on Zanthion Properties of the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.  Contact information for Zanthion’s Copyright Agent for notice of claims of copyright infringement is as follows: [Include name or title, and physical address of Copyright Agent].
  • REMEDIES.
      1. Violations.  If Zanthion becomes aware of any possible violations by you of the Agreement, Zanthion reserves the right to investigate such violations.  If, as a result of the investigation, Zanthion believes that criminal activity has occurred, Zanthion reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities.  Zanthion is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in Zanthion Properties, including Your Content, in Zanthion’s possession in connection with your use of Zanthion Properties, to (a) comply with applicable laws, legal process or governmental request; (b) enforce the Terms, (c) respond to any claims that Your Content violates the rights of third parties, (d) respond to your requests for customer service, or (e) protect the rights, property or personal safety of Zanthion, its Registered Users or the public, and all enforcement or other government officials, as Zanthion in its sole discretion believes to be necessary or appropriate.
      2. Breach.  In the event that Zanthion determines, in its sole discretion, that you have breached any portion of the Agreement, or have otherwise demonstrated conduct inappropriate for Zanthion Properties, Zanthion reserves the right to:
        1. Warn you via e-mail (to any e-mail address you have provided to Zanthion) that you have violated the Agreement;
        2. Delete any of Your Content provided by you or your agent(s) to Zanthion Properties;
        3. Discontinue your registration(s) with any of Zanthion Properties;
        4. Discontinue your subscription to any Services;
        5. Notify and/or send Content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or
        6. Pursue any other action which Zanthion deems to be appropriate.
  • TERM AND TERMINATION.  
      1. Term.  The Agreement commences on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use Zanthion Properties, unless terminated earlier in accordance with the Agreement.
      2. Prior Use.  Notwithstanding the foregoing, you hereby acknowledge and agree that the Agreement commenced on the earlier to occur of (a) the date you first used Zanthion Properties or (b) the date you accepted the Agreement and will remain in full force and effect while you use any Zanthion Properties, unless earlier terminated in accordance with the Agreement.
  • Termination of Services by Zanthion.  You will have thirty (30) days from the Service Commencement Date, or any Renewal Commencement Date, for any Services hereunder, to cancel such Service, in which case Zanthion will refund your Service Subscription Fee, if already paid pursuant to Section 9.2 or 9.3, for the applicable Service.  Except as set forth above, the Service Subscription Fee for any Service shall be non-refundable.  If timely payment cannot be charged to your Payment Provider for any reason, if you have materially breached any provision of the Agreement, or if Zanthion is required to do so by law (e.g., where the provision of the Application or the Services is, or becomes, unlawful), Zanthion has the right to, immediately and without notice, suspend or terminate any Services provided to you. You agree that all terminations for cause shall be made in Zanthion’s sole discretion and that Zanthion shall not be liable to you or any third party for any termination of your Account.
  • Termination of Services by You.  If you want to terminate the Services provided by Zanthion, you may do so by (a) notifying Zanthion at any time and (b) closing your Account for all of the Services that you use. Your notice should be sent, in writing, to Zanthion’s address set forth below.  THE SERVICES WILL CONTINUE AT THE END OF EACH SUBSCRIPTION PERIOD UNLESS YOU CANCEL YOUR SUBSCRIPTION IN ACCORDANCE WITH THE PROCEDURE SET FORTH IN SECTION 9.6.  
    1. Effect of Termination.  Termination of any Service includes removal of access to such Service and barring of further use of the Service.  Termination of all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content.  Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases.  Zanthion will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
    2. No Subsequent Registration.  If your registration(s) with or ability to access Zanthion Properties, or any other Zanthion community is discontinued by Zanthion due to your violation of any portion of the Agreement or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access Zanthion Properties or any Zanthion community through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Zanthion Properties to which your access has been terminated.  In the event that you violate the immediately preceding sentence, Zanthion reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.
  1. INTERNATIONAL USERS.  Zanthion Properties can be accessed from countries around the world and may contain references to Services and Content that are not available in your country.  These references do not imply that Zanthion intends to announce such Services or Content in your country. Zanthion Properties are controlled and offered by Zanthion from its facilities in the United States of America. Zanthion makes no representations that Zanthion Properties are appropriate or available for use in other locations.  Those who access or use Zanthion Properties from other countries do so at their own volition and are responsible for compliance with local law.
  2. DISPUTE RESOLUTION.  Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully.  It requires you to arbitrate disputes with Zanthion and limits the manner in which you can seek relief from us.  This Section 17 only applies to residents of the United States.
    1. Applicability of Arbitration Agreement. You agree that any dispute, claim, or request for relief relating in any way to your access or use of the Application or to any aspect of your relationship with Zanthion, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims or seek relief in small claims court if your claims qualify,; and (2) you or Zanthion may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).  This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.  
    2. Arbitration Rules and Forum.  The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.  To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to our registered agent The Company Corporation 2711 Centerville Road, Suite 400 Wilmington, DE 19808.  The arbitration will be conducted by JAMS, an established alternative dispute resolution provider.  Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/.  JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Zanthion will pay them for you. In addition, Zanthion will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for disputes, claims, or requests for relief totaling less than $10,000 unless the arbitrator determines the claims are frivolous.  

You may choose to have the arbitration conducted by telephone, based on written submissions, or or at another mutually agreed location.  Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. 

    1. Authority of Arbitrator.  The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable.  The arbitration will decide the rights and liabilities, if any, of you and Zanthion. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties.  The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded.  The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have.  The award of the arbitrator is final and binding upon you and us.  
    2. Waiver of Jury Trial.  YOU AND ZANTHION HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY.  You and Zanthion are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 17.1 above.  An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would.  However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.  
    3. Waiver of Class or Other Non-Individualized Relief.  ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.  If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in the State of Colorado. All other disputes, claims, or requests for relief shall be arbitrated.  
    4. 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: legal@zanthion.com, within 30 days after first becoming subject to this Arbitration Agreement.  Your notice must include your name and address, your Zanthion username (if any), the email address you used to set up your Zanthion account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement.    If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
    5. Severability. Except as provided in subsection 17.5, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
    6. Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Zanthion.
    7. Modification.  Notwithstanding any provision in this Agreement to the contrary, we agree that if Zanthion makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Zanthion at the following address: The Company Corporation 2711 Centerville Road, Suite 400 Wilmington, DE 19808.
  1. ALERTS AND NOTIFICATIONS

As part of your use of the Services, you may receive notifications, text messages, alerts, emails and other electronic communications. You agree to the receipt of these communications. You can control most communications from the Application using your Account settings.  We may need to provide you with certain communications, such as service announcements and administrative messages. You are responsible for any messaging or data fees you may be charged by your wireless carrier. 

  • GENERAL PROVISIONS.
      1. Electronic Communications.  The communications between you and Zanthion may take place via electronic means, whether you visit Zanthion Properties or send Zanthion e-mails, or whether Zanthion posts notices on Zanthion Properties or communicates with you via e-mail.  For contractual purposes, you (a) consent to receive communications from Zanthion in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Zanthion provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing.  The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).
  • Release.  You hereby release Zanthion Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from any interactions with or conduct of other Users, first responders or medical personnel of any kind arising in connection with or as a result of the Agreement or your use of Zanthion Properties.  If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a Zanthion Party or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Application or any Services provided hereunder.
      1. Assignment.  The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Zanthion’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
      2. Force Majeure.  Zanthion shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials. 
      3. Questions, Complaints, Claims.  If you have any questions, complaints or claims with respect to Zanthion Properties, please contact us at: legal@zanthion.com.  We will do our best to address your concerns.  If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
  • Exclusive Venue.  To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Zanthion agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in Denver, Colorado.
    1. Governing Law THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF COLORADO, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION.  THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.
    2. Choice of Language.  It is the express wish of the parties that the Agreement and all related documents have been drawn up in English. 
    3. Notice.  Where Zanthion requires that you provide an e-mail address, you are responsible for providing Zanthion with your most current e-mail address.  In the event that the last e-mail address you provided to Zanthion is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Zanthion’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice.  You may give notice to Zanthion at the following address: The Company Corporation 2711 Centerville Road, Suite 400 Wilmington, DE 19808. Such notice shall be deemed given when received by Zanthion by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
    4. Waiver.  Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
    5. Severability.  If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.
    6. Export Control.  You may not use, export, import, or transfer Zanthion Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Zanthion Properties, and any other applicable laws.  In particular, but without limitation, Zanthion Properties may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using Zanthion Properties, you represent and warrant that (y) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (z) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use Zanthion Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons.  You acknowledge and agree that products, services or technology provided by Zanthion are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Zanthion products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
    7. Accessing and Downloading the Application from iTunes.  The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store: 
      1. You acknowledge and agree that (i) the Agreement is concluded between you and Zanthion only, and not Apple, and (ii) Zanthion, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service. 
      2. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application. 
      3. In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Zanthion and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Zanthion. 
      4. You and Zanthion acknowledge that, as between Zanthion and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
      5. You and Zanthion acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Zanthion and Apple, Zanthion, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Agreement. 
      6. You and Zanthion acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of the Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of the Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof. 
      7. Without limiting any other terms of the Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
    8. Consumer Complaints.  In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
    9. Entire Agreement.  The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.



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