Terms

KINZEN - TERMS OF SERVICE

Last Updated: January 2019

1. Who We Are

1.1. Kinzen services, mobile app, software, and related technology and functionality (collectively, the “Services”) is operated by Kinzen Limited a company registered in Ireland and we have our registered office at 47 Merrion Square East, Dublin 2, Ireland (“we”, “us” or “our”).

2. Our Agreement With You

2.1 These terms of service, our Privacy Notice, and the other policies and information published or made available through the Services (collectively, the “Terms”) are the terms and conditions on which we provide you (“You” or “Your”) with use of, and access to, the Services.

2.2. By accessing or using the Services You are agreeing to adhere to and be legally bound by the Terms (the “Terms”). You should therefore read these Terms carefully and in their entirety before using or accessing the Services. If You do not agree to these Terms of Use, then You must immediately discontinue use of the Services and should not access or use the Services.

2.3. To the extent permitted by applicable law, we have the right to change or add to the Terms at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Services with notice that we in our sole discretion deem to be reasonable in the circumstances, including by placing a notice on our website www.kinzen.com (as that URL is updated from time to time) or any other website maintained or owned by us. Any use or access by You of the Services after our publication of any such changes or providing notice shall constitute Your acceptance of the Terms as modified.

3. Setting Up Your Account

3.1. You must register an account with us before You can access and use the Services. You must provide the information requested during registration, such as Your name and other personal details. You must provide accurate and complete information and keep it up-to-date.

3.2. In order to access and use the Services You must be 16 years of age or older.

3.3. You are solely responsible for all actions and activity that happen under Your account with us, including for any action by those You have granted access to. We may suspend or terminate any user account if we believe You have submitted false, inaccurate, or incomplete information. You are responsible for keeping any passwords safe and for restricting access to the Services from Your computers and devices. You shall immediately notify us of any unauthorised use of Your account or password or any other breach of security.

4. Accessing the Services

4.1. We grant You a revocable, non-exclusive, non-transferable, non-sublicensable, limited license to access and use the Services, subject to the terms and conditions set out in the Terms. You may need to accept and install updates to the Services from time to time to continue Your use of the Services.

4.2. Except for the limited rights and license granted to You herein, You acknowledge and agree that as between the parties, we retain all rights, title and interest, including all intellectual property rights, in the Services.

5. Services and Subscription Purchase Terms

5.1. Services. The Services are a subscription based service which provides You with news updates via the app / directly to Your inbox. If You purchase a paid subscription to our Services You agree to pay us the applicable fees and taxes in accordance with the Terms. Failure to pay these fees will result in the suspension or termination of Your paid subscription Services.

5.2. Subscriptions. You may purchase a subscription to the Services via our website at www.kinzen.com or through various appstore providers. By submitting a payment method You authorise the charging of the applicable subscription fees on a recurring basis using Your preferred payment method until You cancel. Subscriptions are personal and are not transferrable.

5.3. Free Trial. So that You can try out the Services, we do not charge You to access and use the Services during the first month of Your subscription. Eligibility for this free trial offer is determined by us in our sole discretion and to prevent abuse we reserve the right to limit eligibility or duration. At the end of the free trial Your preferred payment method will be charged a recurring fee to access and use the Services (“Subscription Fee”), unless You cancel prior to the expiry of the first month.

‘First Members’ Extended Trial. If You are a ‘first member’ who completed a minimum level of testing or curating of our Services, or if You made a monetary donation to us, You may be entitled to an extended free trial of the Services for a period of up to six (6) months. The duration of the extended free trial and eligibility for the extended free trial is determined by us in our sole discretion and we reserve the right to limit eligibility or duration. At the end of the extended free trial You may purchase a paid Subscription to the Services.

5.4. Auto-Renewal. When You purchase a subscription, You agree for Your account to be configured for automatic billing for the Subscription Fee by Your preferred payment method until You cancel Your subscription. Details of our current fees and packages are available at the point You subscribe (for example through the appstore provider or on our website at www.kinzen.com). To avoid future charges, cancel before the renewal date. Information on how to cancel or suspend the Services can be found at [insert URL].

5.5. Subscribing via our website. When You subscribe to the Services via our website, the financial transactions associated with the Services are provided by our approved third party payment service provider and we do not directly debit or credit Your preferred payment method.

5.6. Subscribing via an appstore. Where You purchase a subscription to the Services via an appstore, the Subscription Fee will be charged to Your appstore account. Subscriptions will automatically renew unless cancelled within 24-hours before the end of the current period. Any unused portion of a free trial will be forfeited if you purchase a subscription. Where a purchase of a subscription to the Services is made through an appstore, the appstore is responsible for processing all payment, refunds and cancellations.

5.7. Cancellation and Refunds. You can terminate Your paid subscription via the ‘Manage Subscription’ section of the app at any time and You will continue to have access to the full functionality of the Services through to the end of Your monthly or yearly subscription period (as applicable). To the extent permitted by applicable law, payments are non-refundable and refunds or credits are not available for any partial-subscription periods.

5.8 Taxes. The price stated is inclusive of VAT. We may calculate taxes payable by You based on the billing information that You provide us at the time of purchase. Your purchase may be subject to foreign exchange fees or differences in prices based on Your location.

5.9. Price Changes. We can, at any time, change the Subscription Fee by changing the published price, or if You have already subscribed for the Services, by notifying You through the Services such as by an in-app notification, a published notification on our website, or by sending an email to Your registered email address. Any change to the Subscription Fee will take effect immediately so that Your next invoice, following any change, will reflect the new Subscription Fee. To avoid future charges, You must cancel before the renewal date.

5.10. EU Cancellation Rights: If You are a consumer resident in an EU country, You can choose to cancel Your purchase without any reason within the first 14 days from the day on which You receive confirmation that we accept Your initial subscription order. To meet the cancellation deadline, You must send Your communication of cancellation before the 14-day period has expired. If You want to cancel Your purchase please contact Kinzen Customer Service using the contact details set out in Your confirmation email. You also have a right to inform us using the model cancellation form on our website. You do not need to provide a reason for cancellation. After the cancellation is successful we will reimburse You within 14 days from the date of receipt of Your cancellation notice. During this period, You may not be able to use the relevant application. For reimbursement we will use the same means of payment as You used for the initial order, unless You and we agree otherwise.

6. Acceptable Use

6.1. By accessing and using the Services You undertake and agree to do so in a legal and ethical manner and in accordance with the Terms. You hereby acknowledge and agree that You shall not use the Services to transmit material, or otherwise engage in any activity, that is dishonest, defamatory, tortious, harmful, obscene, infringing, offensive, bullying, harassing, scandalous, hateful, inflammatory, threatening, unlawful, profane, pornographic, invasive of privacy or otherwise objectionable in relation to Your use of the Services including without limitation, anything that facilitates illegal activity, depicts sexually explicit images, promotes violence, is discriminatory, is illegal or which could or does cause damage or injury to any person or property, could give rise to any civil or criminal liability under applicable law, including, without limitation, any material that You are not entitled to post or transmit, or where such posting or transmission is in breach of any duty of confidentiality and/or third party intellectual property rights.

6.2. Except as expressly set out in these Terms or as permitted by applicable law, You hereby agree and undertake:

a. not to remove any copyright, trademark or other proprietary notices from any portion of the Services;

b. not to reproduce, make alterations to, or modifications of, the whole or any part of the Services, or permit the Services or any part of it to be combined with, or become incorporated in, any other programs;

c. not to gain or attempt to gain unauthorised access to or impair any aspect of the Services or their related systems or networks;

d. not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Services or attempt to do any such thing except to the extent that such actions cannot be prohibited by applicable law;

e. not to distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services;

f. provide or otherwise make available the Services in whole or in part (including object and source code), in any form to any person without our prior written consent;

g. not to impersonate any person or falsely state or otherwise misrepresent Your affiliation with a person or entity;

h. not to use the Services (or any part(s) of them) in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these Terms, or act fraudulently or maliciously, including without limitation, by hacking into or inserting malicious code, including viruses, or harmful data, into the Services (or into the websites linked to the Services) or any operating system;

i. not to infringe our intellectual property rights or those of any third party in relation to Your access and/or use of the Services;

j. not to collect Service users' information, or otherwise access the Services or our systems, using automated means (for example, harvesting bots) or attempt to decipher any transmissions to or from the servers running the Services;

k. not develop, support or use software, devices, scripts, robots, or any other means or processes (including crawlers, browser plugins and add-ons, or any other technology or manual work) to scrape the Services or otherwise copy profiles and other data from the Services;

l. not to commercially exploit the Services without our prior written consent;

m. not to use the Services to engage in any illegal business transactions, such as selling firearms, drugs, illegal substances, pirated software or other prohibited items;

n. not to provide gambling information or use any means to induce others to gamble;

o. not to solicit login information or access an account belonging to someone else;

p. not engage in money laundering, illegal cash advances, or pyramid selling schemes;

q. not to attempt, facilitate or encourage any violations of these Terms (or any part(s) thereof); and/or

r. not to use the Services in any manner which could damage, disable, overburden, impair or compromise the Services, our systems or security or interfere with other users or any other party’s computer systems or hack or gain unauthorised access to the Services or Our Content (defined below) or data.

7. Privacy and Data Collection

7.1. In order to provide a more robust service and help ensure the security of Your transactions, we will collect and process Your information and technical data in accordance with our Privacy Notice.

8. Disclaimer

8.1. The Services are for Your sole use only and must not be used by any third party. You agree that we and our parents, subsidiaries, affiliates, officers, directors, employees, contractors, agents, third party payment providers, partners, licensors and distributors (collectively “Kinzen Parties”) are not liable for any loss caused by any unauthorised use of the Services.

8.2. Your use of the Services may not be uninterrupted, or error free. The Kinzen Parties will not be liable for any claim arising from or related to such interruption, delay, disruption or similar failure.

8.3. To the maximum extent permitted by applicable law in Your jurisdiction, the Kinzen Parties are not liable to You or to anyone else for any liability, loss, damages or compensation if You are unable to access or use the Services due to:

a. any suspension or termination of the Services by us to enable maintenance work or updates to systems, software or hardware to be carried out;

b. any delay or failure of a system or network communication that is owned or controlled by someone other than us;

c. any suspension, cancellation or termination of any contract or other arrangements between us and any of our third party payment service providers;

d. any errors or interruption due to hacker attacks or similar security breaches; or

e. any other reason beyond our or their reasonable control.

8.4. To the maximum extent permitted by applicable law, the Services are provided ‘as-is’ and on an ‘as available’ basis without any representation or endorsement of any kind. To the maximum extent permitted by applicable law in Your jurisdiction, the Kinzen Parties disclaim all warranties, conditions or other terms of any kind express or implied and make no guarantee, undertaking, representation or warranty: (a) in connection with the completeness or accuracy, reliability or timeliness of any of the content made available on or through the Services; (b) that Services or the server(s) it is hosted on is free from defects, errors, viruses, bugs or other harmful elements; (c) that any defects in the operation or functionality of any Services will be corrected; (d) in connection with the specific functions of the Services, the reliability, quality or accuracy of any information obtained by You as a result of Your use or access of the Services; (e) in connection with the security or error-free nature of the Services; (f) in connection with the Services’ reliability, quality, accuracy, availability, or ability to meet Your needs, provide certain outputs or achieve certain results or outcomes. The Kinzen Parties are not liable for any loss or damages caused in whole or in part by relying upon, using, or interpreting the Services or other information obtained through Your (or any other person’s) access and/or use of these Services.

8.5. The laws of some countries do not allow certain warranties, guarantees or liabilities to be excluded or limited by a contract. If these laws apply to You, some or all of the above exclusions or limitations may not apply to You and You may have additional rights. Nothing in the Terms affect Your legal rights that You are legally entitled to as a consumer or which You cannot contractually agree to alter or waive.

9. Limitation of Liability

9.1. To the maximum extent permitted by applicable law in Your jurisdiction, Your access and use of the Services is at Your sole risk and the Kinzen Parties expressly exclude all liability, loss or damages incurred by You, or any other person, whether in contract, tort (including negligence) or under any other theory, for any of the following: (a) loss of profits, loss of contract, loss of opportunity, loss of income, loss of revenue, loss of or corruption to data or loss of goodwill; and/or (b) special, indirect or consequential loss or damage. The limitations and exclusions in these Terms will apply whether or not we have been advised of or should have been aware of the possibility of any losses arising.

9.2. If You are dissatisfied with any aspect of the Services at any time, Your sole and exclusive remedy is to stop accessing and using the Services. Without prejudice to the preceding restrictions, and to the maximum extent permitted by applicable law in Your jurisdiction, in no event will the Kinzen Parties’ total aggregate liability to You or to any other person for any and all claims, proceedings, liabilities, obligations, damages, losses, and costs, whether in contract, tort (including negligence) or under any other theory exceed an amount that is equal to the lesser of: (a) the total subscription fees paid by You for the Services in the last 12 months; and (b) €100. You acknowledge and agree the disclaimers and limitations of liability expressed in these Terms are fair and reasonable.

9.3. The laws of some countries do not allow some or all of the limitations and exclusions described above. If these laws apply to You, some or all of the above limitations may not apply to You and You may have additional rights. Nothing in the Terms affect Your legal rights that You are always entitled to as a consumer and which You cannot contractually agree to alter or waive.

10. Indemnity

10.1. To the maximum extent permitted by applicable law in Your jurisdiction, You will hold harmless and indemnify the Kinzen Parties from any claim, suit or action arising from or related to

a. Your Content,

b. Your use of and access to the Services

c. Your violation or breach of any of these Terms;

d. Your infringement of third party intellectual property or any other rights; or

e. similar actions or violations by any person using Your account,

including in each instance any liability, damages, expense, litigation costs and lawyer’s fees arising from such claim, suit, or action, including any claim for negligence.

10.2. You undertake and agree to promptly assist and cooperate as fully as reasonably required by any of the Kinzen Parties in the defence of any such claim or demand. We reserve the right, at our own expense, to assume the exclusive defence and control of any matter subject to indemnification by You.

11. Use of our Content

11.1. We and/or our licensors, retain all right, title and interest in and to the information (in any form including without limitation text, graphical, video and audio), images, icons, applications, designs, software, scripts, programs, copyright, trade marks, trade names, logos, and other materials and services available on or through the Services, including its look and feel (collectively, "Our Content"). You should note that Our Content is protected by copyright, trade mark, database rights, sui generis rights and other intellectual and industrial property laws (as the case may be), under national laws and international treaties. Your access and/or use of any of the Services does not transfer to You or any other person any ownership or other rights in or to Services, or its content, unless specified otherwise in these Terms.

11.2. You may not make alterations, copies, extractions, modifications or additions to Our Content, or sell, copy, disseminate or licence it, or misuse Our Content in any way. If You want to re-publish, extract, reproduce, disseminate or otherwise use any of Our Content, You must contact us in advance and obtain our prior written permission except if otherwise expressly provided in these Terms. This is without prejudice to any rights You may have under applicable mandatory laws.

11.3. If You believe that the Services or any part of the Services infringes any copyright, trademark, patent, trade secret or other intellectual property right, or if You have other related concerns regarding the Services please notify us at support@kinzen.com.

12. Your Content

12.1. We do not claim any proprietary rights in the text, files, images, photos, works of authorship, or any other materials which You upload, post, email or otherwise transmit to or via the Services or any application (collectively, "Your Content"). You continue to retain all ownership and/or license rights in Your Content. You are entirely responsible for Your Content. By transmitting Your Content on or through the Services or any application, You represent and warrant that You are authorised to do so and our use of Your Content in accordance with the licence mentioned below, does not violate any law or third party rights.

12.2. By transmitting Your Content on or via the Services or any application, You grant us a non-exclusive, royalty-free, fully paid-up, worldwide, irrevocable, transferable and sub-licensable license to use, modify, publicly perform, publicly display, reproduce, distribute and translate Your Content as we may, in our discretion, choose to do. You hereby irrevocably and unconditionally waive any (and warrant You have procured the waiver of any third party) moral rights (and any rights of the same or similar effect anywhere in the world existing now or in the future created) relating to Your Content in favour of Kinzen Limited and its assignees, licensees and designees.

12.3. To the extent any of Your Content contains personal data we will use it in accordance with our Privacy Notice.

13. Termination by Us

13.1. To the extent permitted by applicable law, we reserve the right, at any time, in our sole discretion, without reason, to, terminate, suspend, withdraw or amend access to, and/or any services we provide on, the Services without notice or liability. From time to time, for operational reasons, we may restrict access to all or some parts of the Services, or the entire Services, to users.

13.2. If these Terms are terminated: (a) any rights granted under these Terms will end; (b) You will lose all access to the Services and we may delete all information or data stored in Your account; and (c) we will not be liable to You or any third party for compensation, reimbursement or damages for any termination or suspension of the Services or for deletion of Your information or account data.

13.3. The expiry or termination of the Terms does not affect the provisions of the Terms that are expressed to operate or have effect after deactivation or termination and is without prejudice to any accrued rights or obligations or any right or obligations which are intended to survive such deactivation or termination. Clauses 6, 7, 8, 9, 10, 11,12 13,14 and 15 shall survive termination of the Terms.

14. Miscellaneous

14.1. In the event that any provision of the Terms shall be found unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect.

14.2. Any waiver by either party of any default or breach under these Terms shall not constitute a waiver of any provision of these Terms or of any subsequent default or breach of the same or different kind.

14.3. The Services may provide, or third parties may provide, links to other websites or resources. You acknowledge and agree that we are not responsible for the availability of such external sites or resources, and do not endorse and are not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. You further acknowledge and agree that we are not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

14.4. The disclaimers, limitations and exclusions of liability, and indemnity provisions in these Terms survive indefinitely after the expiry or termination of the Terms.

14.5. Nothing in these Terms shall be deemed to constitute a partnership or joint venture between the parties or constitute any party to be the agent of the other party for any purpose.

14.6. We are not liable for any failure or delay in performance of our obligations under these Terms or the provision of the Services that is caused or contributed to by matters beyond our reasonable control.

14.7. You may not assign or otherwise transfer any of Your rights or obligations under the Terms without our prior written consent, and any attempted assignment or transfer without such consent will be void. We may at any time assign, sub-contract or novate any of our rights and/or obligations under these Terms.

14.8. These Terms constitutes the entire agreement between us and You relating to the Services and supersedes any prior representations, discussions, undertakings, communications or advertising relating to the Services.

15. Governing Law and Jurisdiction

15.1. These Terms and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of Ireland. Each Party irrevocably agrees that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with these Terms or its subject matter or formation.

15.2. If You are a consumer living in a European Union country, You will benefit from any mandatory provisions of the law of the country in which You are resident. Nothing in these Terms, including the paragraph above, affects Your rights as a consumer to rely on such mandatory provisions of local law. The European Commission provides for an online dispute resolution platform, which You can access at http://ec.europa.eu/consumers/... If You would like to bring a matter to our attention, please contact us.

16. Contacting Us

16.1. If You have any questions regarding these Terms please contact us using the following information:

Email: support@kinzen.com

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