Legal Information & Notices
Zenbase Meditation, Inc. (referred to as either “Zenbase,” “Company,” “We,” “Us” or “Our” in this Agreement) provides the website located at www.zenbase.us (the “Site”) and Our services are accessible via Our Site and Our mobile device application (“App”). Our services and App are collectively called the “Services.” Please read these Terms of Service (the “Terms”) carefully because they govern your use of Our Services. In some instances, both these Terms and separate terms elsewhere on the Services will apply to your use of the Services (“Additional Terms”). To the extent there is a conflict between these Terms and any applicable Additional Terms, the Additional Terms will control unless they expressly state otherwise.
Please note that Dispute Resolution contains an arbitration clause and class action waiver. By agreeing to the Terms, you agree to resolve all disputes through binding individual arbitration, which means that you waive any right to have those disputes decided by a judge or jury and that you waive your right to participate in class actions, class arbitrations, or representative actions. If you violate any of these Terms, your permission to use the Services automatically terminates unless such violation is waived by Us in writing at Our sole discretion. You must be over thirteen (13) years of age to use the Services. You are allowed to access and use the Services only if you are legally permitted to do so via the laws of your jurisdiction, including laws regarding minimum age requirements. You acknowledge that use of the Services requires connection to, and Data transfers over, the network and therefore may impact your Data usage charges imposed by your wireless operator.
The words in which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in the plural. For the purposes of these Terms of Service:
We may modify the Terms at any time, at Our sole discretion. If We do so, we’ll let you know either by posting the modified Terms on the Site or through other communications. It’s important that you review the Terms whenever We modify them because if you continue to use the Services after We have posted modified Terms on the Site, you are indicating to Us that you agree to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you may not use the Services anymore. Because Our 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.
Unless you opt-out of arbitration within thirty (30) days of the date you first agree to these terms by following the opt-out procedure specified in the “Arbitration” sections below, and except for certain types of disputes described in the “Arbitration“ sections below, you agree that disputes between you and Zenbase will be resolved by binding, individual arbitration and you are waiving your right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding.
Via the Services, Users can select from a variety of options to create customized relaxation and self-improvement sessions. You can also use the paid functionality of the Services to utilize the enhanced functionality of the Services or purchase items that are offered for sale through the Services (the “Products”), as described in further detail under the Section titled “Purchases” below. You understand and agree that the Services, Products, and any other information you learn from Zenbase are not intended, designed, or implied to diagnose, prevent, or treat any condition or disease, to ascertain the state of your health, or to be a substitute for professional medical care. Not all activities described on the Services or Products are suitable for everyone. Do not use the Services while driving, operating heavy machinery, or performing other tasks that require attention and concentration. You understand and agree that you are solely responsible for your use of the Services.
Zenbase offers certain enhanced features of the Services which you can purchase as a monthly, yearly or lifetime subscription (“Subscription”). A description of features associated with Subscriptions is available via the Services. When you purchase a Subscription or a Product (each, a “Transaction”), We may ask you to supply additional information relevant to your Transaction, such as your credit card number, the expiration date of your credit card and your address(es) for billing and delivery (such information, “Payment Information”).
You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. The amounts due and payable by you for a Transaction through the Services will be presented to you before you place your order. If you choose to initiate a Transaction via the Services, you authorize Us to provide your Payment Information to Third-Party service providers so We can complete your Transaction and agree (a) to pay the applicable fees and any taxes; (b) that Zenbase may charge your credit card or Third-Party payment processing account, including, but not limited to, your account with the app store or distribution platform (like the Apple App Store, Google Play or the Amazon Appstore) where the App is made available (each, an “App Provider”), for verification, pre-authorization and payment purposes; and (c) to bear any additional charges that your App Provider, bank or other financial service providers may levy on you as well as any taxes or fees that may apply to your order. You’ll receive a confirmation email after We confirm the payment for your order. Your order is not binding on Zenbase until accepted and confirmed by Zenbase. All payments made are non-refundable and non-transferable except as expressly provided in these Terms.
If you have any concerns or objections regarding charges, you agree to raise them with Us first and you agree not to cancel or reject any credit card or Third-Party payment processing charges unless you have made a reasonable attempt at resolving the matter directly with Zenbase. Zenbase reserves the right to not process or cancel your order in certain circumstances, for example, if your credit card is declined, if We suspect the request or order is fraudulent, or in other circumstances, Zenbase deems appropriate in its sole discretion. Zenbase also reserves the right, in its sole discretion, to take steps to verify your identity in connection with your order. You may need to provide additional information to verify your identity before completing your Transaction (such information is included within the definition of Payment Information). Zenbase will either not charge you or refund the charges for orders that We do not process or cancel.
All amounts are payable and charged: (i) for one-off purchase (e.g. lifetime Subscription), at the time you place your order; and (ii) For monthly or yearly subscriptions, at the beginning of the subscription and, because each such subscription renews automatically for an additional period equal in length to the expiring subscription term until you cancel it, at the time of each renewal until you cancel, using the Payment Information you have provided. You must cancel your monthly or yearly Subscription before it renews to avoid the billing of the fees for the next Subscription period. If you purchase your Subscription via the Site, you can cancel the renewal of your subscription at any time by contacting Us by email at email@example.com. If you purchase your Subscription via an App Provider, you can cancel the renewal of your subscription at any time with the App Provider. You will not receive a refund for the fees you already paid for your current subscription period, and you will continue to receive the Services ordered until the end of your current Subscription period.
Zenbase reserves the right to change its pricing terms for Subscriptions at any time and Zenbase will notify you in advance of such changes becoming effective. Changes to the pricing terms will not apply retroactively and will only apply for Subscription renewals after such changed pricing terms have been communicated to you. If you do not agree with the changes to Zenbase’s pricing terms, then you may choose not to renew your Subscription. You agree that your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Zenbase regarding future functionality or features.
For purposes of these Terms of Service, (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 that Users (including You) provide to be made available through the Services. Content includes without limitation User Content.
Zenbase 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, Zenbase and its licensors exclusively own all rights, titles 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.
By making any User Content available through Services you hereby grant to Zenbase a non-exclusive, transferable, sublicensable, worldwide, royalty-free license 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 you and to other Users. Subject to your compliance with these Terms, Zenbase grants you a limited, non-exclusive, non-transferable, non-sublicensable license to download, view, copy and display the Content solely in connection with your permitted use of the Services and solely for your personal and non-commercial purposes.
Subject to your compliance with these Terms, Zenbase grants you a limited non-exclusive, non-transferable, non-sublicensable license 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 non-commercial purposes. Zenbase reserves all rights in and to the App not expressly granted to you under these Terms. 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.
If you accessed or downloaded the App from the Apple Store, then you agree to use the App only: (i) on an Apple-branded product or device that runs iOS (Apple’s proprietary operating system software); and (ii) as permitted by the “Usage Rules” set forth in the Apple Store Terms of Service. If you accessed or downloaded the App from an App Provider, then you acknowledge and agree that:
You agree not to do any of the following:
Although we’re not obligated to monitor access to or use of the Services or Content or to review or edit any Content, We have 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. We reserve 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. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute Users who violate the law.
The Services and App may contain links to Third-Party websites or resources. We provide these links 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 acknowledge sole responsibility for and assume all risk arising from, Tour use of any Third-Party websites or resources.
We 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 firstname.lastname@example.org. If you purchase Subscription via an App Provider, you should also cancel Your Subscription with the App Provider directly. Upon any termination, discontinuation or cancellation of Services or Your Account, all provisions of these Terms which by their nature should survive will survive, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions.
The Services, Products and Content are provided “as is,” without warranty of any kind. Without limiting the foregoing, We explicitly disclaim any warranties of merchantability, fitness for a particular purpose, quiet enjoyment or non-infringement and any warranties arising out of the course of dealing or usage of trade. We make no warranty that the Services or Products will meet Your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness, or reliability of any Content.
You will indemnify and hold harmless Zenbase and its officers, directors, employees, 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 or (ii) Your violation of these Terms.
Neither Zenbase nor any other party involved in creating, producing, or delivering the Services, Products or Content will be liable for any incidental, special, exemplary or consequential damages, including, but not limited to, lost profits, loss of Data or goodwill, service interruption, computer damage or system failure or the cost of substitute Services or Products arising out of or in connection with these Terms or from the use of or inability to use the Services, Products or Content, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not Zenbase 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 Zenbase’s total liability arising out of or in connection with these Terms or from the use of or inability to use the Services, Products or Content exceed the amounts you have paid to Zenbase for use of the Services, Products or Content or fifty dollars ($50), if you have not had any payment obligations to Zenbase, as applicable. The exclusion and limitations of damages set forth above are fundamental elements of the basis of the bargain between Zenbase and you.
These Terms and any action related thereto will be governed by the laws of the State of Florida without regard to its conflict of law’s provisions. You and Zenbase 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, Products or Content (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and; (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”); (iii) Without limiting the preceding sentence, you will also have the right to litigate any other Dispute if you provide Zenbase with written notice of Your desire to do so by email at email@example.com within thirty (30) days following the date you first agree to these Terms (such notice, an “Arbitration Opt-out Notice”). If you don’t provide Zenbase with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived Your right to litigate any Dispute except as expressly set forth in clauses (i) and (ii) above. The exclusive jurisdiction and venue of any IP Protection Action or, if you timely provide Zenbase with an Arbitration Opt-out Notice, will be the state and federal courts located in the Southern District of Florida and each of the parties hereto waives any objection to jurisdiction and venue in such courts. Unless you timely provide Zenbase with an Arbitration Opt-out Notice, you acknowledge and agree that you and Zenbase are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Zenbase otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.
The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a general Demand for Arbitration form and a separate form for Demand for Arbitration for California residents.) The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Unless you and Zenbase otherwise agree, the arbitration will be conducted in the county where you reside. If Your claim does not exceed ten thousand dollars ($10,000), then the arbitration will be conducted solely on the basis of the documents that you and Zenbase submit to the arbitrator unless you request a hearing, or the arbitrator determines that a hearing is necessary. If Your claim exceeds ten thousand dollars ($10,000), Your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the Terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration, you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. Zenbase will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.
Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if Your claim for damages does not exceed $75,000, Zenbase will pay all such fees unless the arbitrator finds that either the substance of Your claim or the relief sought in Your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).
Notwithstanding the provisions of the “Modification” section above, if Zenbase changes this “Dispute Resolution” section 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 firstname.lastname@example.org) within thirty (30) days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Zenbase’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 Zenbase in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).
These Terms constitute the entire and exclusive understanding and agreement between Zenbase and you regarding the Services, Products and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Zenbase and you regarding the Services, Products and Content. If any provision of these Terms is held invalid or unenforceable (either by an arbitrator appointed pursuant to the Terms of the “Arbitration” sections above or by a court of competent jurisdiction, but only if you timely opt-out of arbitration by sending Us an Arbitration Opt-out Notice in accordance with the Terms set forth above), 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 Zenbase’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Zenbase 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 Zenbase under these Terms, including those regarding modifications to these Terms, will be given: (i) by Zenbase 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. Zenbase’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 Zenbase. 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.
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Updated by Zenbase on September 5, 2022