Terms & Conditions
Last Updated: June, 2018
Welcome to the Ageless Zen
Agreement to Terms
By using the Services, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you” and “your” will refer to that company or other legal entity.
IMPORTANT NOTICE REGARDING ARBITRATION: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND AZ THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 17 “DISPUTE RESOLUTION FOR CONSUMERS” BELOW FOR DETAILS REGARDING ARBITRATION (INCLUDING THE PROCEDURE TO OPT OUT OF ARBITRATION).
Changes to Terms or Services
We may update the Terms at any time, in our sole discretion. If we do so, we’ll let you know either by posting the updated Terms on the Site or through other communications. It’s important that you review the Terms whenever we update them or you use the Services. If you continue to use the Services after we have posted updated Terms, you are agreeing to be bound by the updated Terms. If you don’t agree to be bound by the updated Terms, then, except as otherwise provided in Section 17(f) “Effect of Changes on Arbitration,” you may not use the Services anymore. Because the Services are evolving over time we may change or discontinue all or any part of the Services, at any time and without notice, at our sole discretion.
Who May Use the Services? Eligibility
You may use the Services only if you are 18 years or older and capable of forming a binding contract with AZ and are not barred from using the Services under applicable law. Registration and Your Information. If you want to use certain features of the Services you’ll have to create an account (“Account”). You can do this via the App or through your account with certain third-party social networking services such as Facebook or Twitter (each, an “SNS Account”) as the Service functionality permits. If you choose the SNS Account option we’ll create your Account by extracting from your SNS Account certain personal information such as your name and email address and other personal information that your privacy settings on the SNS Account permit us to access.
Accuracy of Account Information
It’s important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information to keep it accurate, complete and up-to-date. If you don’t, we might have to suspend or terminate your Account. You agree that you won’t disclose your Account password to anyone and you’ll notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account, whether or not you know about them. Feedback. We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You can submit Feedback by emailing us at firstname.lastname@example.org. You grant to us a non-exclusive, transferable, worldwide, perpetual, irrevocable, fully-paid, royalty-free license, with the right to sublicense, under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose. Content on the Services. For purposes of these Terms: (i) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services; and (ii) “User Content” means any Content (including all personal data, content and information) that Account holders (including you) provide to be made available through the Services. Content includes without limitation User Content.
AZ does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, AZ and its licensors exclusively own all right, title and interest in and to the Services and Content, including all associated intellectual property rights. You acknowledge that the Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content.
Rights in User Content Granted by You
By making any User Content available through the Services you hereby grant to AZ a non-exclusive, perpetual, transferable, worldwide, royalty-free license, with the right to sublicense (through multiple tiers), to use, copy, modify, create derivative works based upon, distribute, publicly display, publicly perform and distribute your User Content in connection with operating and providing the Services and Content to (i) you and (ii) those other Account holders and third parties which offer Studies via the Services that are authorized to access your User Content in connection with their use of the Services (“Authorized Account Holders”).
Responsibility for User Content
You are solely responsible for all your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. You represent and warrant that your User Content and information for your Account is accurate, complete and up-to-date and assume all risk and liability for inaccurate, incomplete and outdated User Content and information for your Account. In addition, you represent and warrant that you have secured all necessary and applicable rights, consents and permissions necessary from any individuals who appear in your User Content to submit the User Content in connection with the Services.
Removal of User Content
You can remove your User Content by specifically deleting it where the Service functionality permits it. However, in certain instances, User Content may not be completely removed and copies of all or some of your User Content may continue to exist on the Services. AZ is not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
Rights in Content Granted by AZ
Subject to your compliance with these Terms, AZ grants to you a limited, non-exclusive, non-transferable license, with no right to sublicense, download, view, copy, display and print the portions of the Content, including applicable User Content, to the extent and for as long as we authorize you for such use and permit such use via the functionality in the Services solely in connection with your permitted use of the Services and solely for your personal or, if we expressly permit it under an agreement separate to these Terms, for your internal business purposes.
Rights and Terms for Apps: Rights in App Granted by AZ. Subject to your compliance with these Terms, AZ , as applicable, grants to you a limited non-exclusive, non-transferable license, with no right to sublicense, to download and install a copy of the App on a mobile device or computer that you own or control and to run such copy of the App solely for your own personal or, if we expressly permit it under an agreement separate to these Terms, for your internal business purposes. You may not copy the App, except for making a reasonable number of copies for backup or archival purposes. Except as expressly permitted in these Terms, you may not: (i) copy, modify or create derivative works based on the App; (ii) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iii) reverse engineer, decompile or disassemble the App; or (iv) make the functionality of the App available to multiple users through any means unless we expressly permit it under an agreement separate to these Terms.
AZ reserve all rights in and to the App/website not expressly granted to you under these Terms. Accessing App from App Store. The following terms apply to any App accessed through or downloaded from any app store or distribution platform (like the Apple App Store or Google Play) where the App may now or in the future be made available (each an “App/Website Provider”). You acknowledge and agree that: Subject to the limited third party beneficiary rights afforded to the App Provider and its subsidiaries, these Terms are concluded not with the App Provider, and AZ (not the App/Website Provider), is solely responsible for the App. The App Provider has no obligation to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify the App Provider, and the App Provider will refund the purchase price for the App to you (if applicable) and, to the maximum extent permitted by applicable law, the App Provider will have no other warranty obligation whatsoever with respect to the App. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of AZ. The App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the App or your possession and use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. In the event of any third party claim that the App or your possession and use of that App infringes that third party’s intellectual property rights, AZ will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms. The App Provider and its subsidiaries are third-party beneficiaries of these Terms as related to your license to the App, and that, upon your acceptance of the Terms, the App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App against you as a third-party beneficiary thereof. You represent and warrant that (i) 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 (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You must also comply with all applicable third party terms of service when using the App.
General Prohibitions and Enforcement Rights
You agree not to do any of the following: Post, upload, publish, submit or transmit any User Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances; Use, display, mirror or frame the Services or any individual element within the Services, our name, any of our trademarks, logos or other proprietary information, or the layout and design of any page or form contained on a page, without our express written consent; Access, tamper with, or use non-public areas of the Services, AZ’s computer systems, or the technical delivery systems of AZ’s providers; Attempt to probe, scan or test the vulnerability of any AZ system or network or breach any security or authentication measures; Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by AZ or any of AZ’s providers or any other third party (including another user) to protect the Services or Content; Attempt to access or search the Services or Content or download Content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by AZ or other generally available third-party web browsers; Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation; Use any meta tags or other hidden text or metadata utilizing any of our trademarks, logos, URLs or product names without our express written consent; Use the Services or Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms; Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Services or Content to send altered, deceptive or false source-identifying information; Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Content; Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services; Collect or store any personally identifiable information from the Services from other users of the Services without their express permission; Impersonate or misrepresent your affiliation with any person or entity; Violate any applicable law or regulation; or Encourage or enable any other individual to do any of the foregoing. Although we’re not obligated to monitor access to or use of the Services or Content or to review or edit any Content, AZ has the right to do so for the purpose of operating the Services, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. AZ reserves the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. AZ has the right to investigate violations of these Terms or conduct that affects the Services. AZ may also consult and cooperate with law enforcement authorities to prosecute users who violate the law. DMCA/Copyright Policy. AZ respects copyright law and expect users of the Services to do the same. It is AZ’s policy to terminate in appropriate circumstances Account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders. Please see the Copyright Policy www.agelesszen.com for further information. Third Party Websites or Resources. The Services (including the App) may contain links to third-party websites or resources. These links are provided only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You may also find a link to the Services on such third-party websites or resources. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources which may have separate terms and conditions governing your use of those websites and resources. Termination. AZ may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by sending an email to us at email@example.com.
Upon any termination, discontinuation or cancellation of the Services or your Account, Section 5 (“Feedback”), Section 7(a) (“Rights in User Content Granted by You”), 7(b) (“Responsibility for User Content”), Section 11 (“Third Party Websites or Resources”), Section 12 (“Termination”), Section 13 (“Disclaimers”), Section 14 (“Indemnity”), Section 15 (“Limitation of Liability”), Section 16 (“Governing Law and Forum Choice”), Section 17 (“Dispute Resolution for Consumers”), and Section 18 (“General Terms”)will survive. Disclaimers. THE SERVICES AND CONTENT ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, AZ EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM AZ, ACCOUNT HOLDERS OR ELSEWHERE, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. AZ MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS, OR THAT ALL ERRORS WILL BE CORRECTED. AZ MAKE NO WARRANTY REGARDING THE QUALITY, ACCURACY (INCLUDING MEDICAL ACCURACY), TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY CONTENT. YOU ASSUME SOLE RESPONSIBILITY AND LIABILITY FOR RESULTS OBTAINED FROM THE USE OF THE SERVICES AND FOR CONCLUSIONS DRAWN FROM SUCH USE. AZ WILL HAVE NO LIABILITY FOR ANY CLAIMS, LOSSES, OR DAMAGES CAUSED BY ERRORS OR OMISSIONS IN ANY ACCOUNT HOLDER DATA PROVIDED TO US OR ACCOUNT HOLDERS BY YOU OR OTHER ACCOUNT HOLDERS. AZ DISCLAIM ALL LIABILITY WITH RESPECT TO STUDIES THAT THIRD PARTIES MAKE AVAILABLE VIA THE SERVICES AND YOUR PARTICIPATION IN ANY SUCH STUDY IS AT YOUR OWN RISK. YOU ACKNOWLEDGE AND AGREE THAT THE THIRD PARTY WHICH OFFERS A PARTICULAR STUDY MAY REQUIRE YOU TO AGREE TO TERMS AND CONDITIONS OR COMPLY WITH CERTAIN REQUIREMENTS IN ORDER TO PARTICIPATE IN THE STUDY AND ANY SUCH RELATIONSHIPS ARE BETWEEN YOU AND THE THIRD PARTY AND NOT BETWEEN YOU AND US.
You will indemnify, defend and hold harmless AZ, and its officers, directors, employee and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Services or Content, (ii) your User Content, or (iii) your violation of these Terms.
Limitation of Liability
NEITHER AZ, NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT AZ OR ANY OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT WILL THETOTAL LIABILITY OF AZ, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT EXCEED THE AMOUNTS PAID OR PAYABLE BY YOU TO AZ FOR USE OF THE SERVICES OR CONTENT DURING THE SIX (6) MONTHS PRIOR TO THE DATE OF AZ’S ACT OR OMISSION GIVING RISE TO ANY LIABILITY OR FIFTY DOLLARS ($50), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO AZ, AS APPLICABLE. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN AZ AND YOU.
Governing Law and Forum Choice
These Terms and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 17 “Dispute Resolution for Consumers,” the exclusive jurisdiction for all Disputes (defined below) that you and AZ are not required to arbitrate will be the state and federal courts located in the Northern District of California, and you and AZ each waive any objection to jurisdiction and venue in such courts. Dispute Resolution for Consumers. The following terms of Section 17 “Dispute Resolution for Consumers” only applies if you are an individual who is using the Services and Content for your own personal use and are not representing a legal entity. Mandatory Arbitration of Disputes. AZ, and you each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Services or Content (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. However, if for any reason a Dispute proceeds in court rather than in arbitration, you and AZ, and you each waive any right to a jury trial.
Exceptions and Opt-out
As limited exceptions to subsection (a) above: (i) you may seek to resolve a Dispute in small claims court If it qualifies; and (ii) AZ, and you each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of AZ’s or AZ’s licensors’ intellectual property rights. In addition, you will retain the right to opt out of arbitration entirely and litigate any Dispute if you provide us with written notice of your desire to do so by email at firstname.lastname@example.org or by regular mail at 195 Hwy 50, STE 7172-477, Stateline, NV 89449 within thirty (30) days following the date you first agree to these Terms. Starting Arbitration. If you want to begin arbitrating a Dispute, you must send a letter to us at Ageless Zen, 195 Hwy 50, STE 7172-477, Stateline, NV 89449, requesting arbitration and describing the Dispute. If we want to begin arbitrating a Dispute, we’ll send such a letter to you at the email address or street address that you provided. Conducting Arbitration and Arbitration Rules. The arbitration will be conducted by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (the “AAA Rules”) or a comparable arbitral body (e.g., JAMS), in the event the AAA is unable to conduct the arbitration). The AAA Rules are available at www.adr.org or by calling 1-800-778-7879. The arbitration may be conducted in writing, remotely (e.g., by videoconference) or in-person in the county where you live (or at some other location that all parties agree to).
Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. We’ll pay for all filing, administration and arbitrator fees and expenses if your Dispute is for less than $10,000, unless the arbitrator finds your Dispute frivolous. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law. Effect of Changes on Arbitration. Notwithstanding the provisions of Section 3 “Changes to Terms or Services” above, if AZ changes any of the terms of this Section 17 “Dispute Resolution” after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to email@example.com) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of AZ s email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and AZ in accordance with the terms of this Section 17 “Dispute Resolution” as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
General Terms/Entire Agreement
These Terms, together with the Non-Disclosure Agreement For Test Users, if applicable, constitute the entire and exclusive understanding and agreement between AZ, and you regarding the Services and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between AZ and you regarding the Services and Content. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without AZ’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. AZ may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Any notices or other communications provided by AZ under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted. Waiver of Rights. AZ’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of AZ. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
Third Party Beneficiaries
ST&T Aisa third-party beneficiary of these Terms, and, upon your acceptance of the Terms, ST&T will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary thereof. Contact Information. If you have any questions about these Terms or the Services, please contact AZ at 195 Hwy 50, STE 7172-477, Stateline, NV 89449