Welcome to www.zenplanner.com (the “Website”), owned by Zen Planner LLC (“Zen Planner”, the “Company”, “we”, “our”, or “us”), a software platform (the “Platform”) for your business management needs. Our Platform enables you to manage billing, calendars, memberships, communications for your business, and other functions across multiple services, including but not limited to, the Website, web applications, widgets, mobile applications, APIs, and other delivery methods that are developed and maintained by Zen Planner and its third party service providers. Zen Planner also provides professional setup and advisory services (collectively, the “Service”).
PLEASE READ VERY CAREFULLY THE FOLLOWING TERMS AND CONDITIONS FOR USE OF THE PLATFORM AND SERVICE.
1. Acceptance of Terms. These Terms and Conditions of Use (these “Terms”) set forth legally binding terms for your use of the Platform and Service. By using the Platform and Service, you agree to be bound by these Terms. If you do not accept the conditions of these Terms, you should leave the Platform and discontinue use of the Service immediately. We may modify these Terms from time to time, and such modification shall be effective upon its posting on our Website. You agree to be bound by any modification to these Terms when you use the Platform and Service after any such modification is posted; it is therefore important that you review these Terms regularly.
2. General Registration Requirements. If you wish to become a “Member” for access and use of the Service, you must register within the Platform. In consideration of your use of the Platform and Service, you represent that you are of legal age to form a binding contract or have accepted the Terms stated through a parent or guardian and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction.
BY ACCEPTING THESE TERMS, THE INDIVIDUAL IS ACTING WITH AUTHORITY AS AN OWNER, EMPLOYEE, OR AGENT ON BEHALF OF A COMPANY TO BECOME A MEMBER OF THE PLATFORM AND OBTAIN THE SERVICE FOR USE BY OR FOR THE BENEFIT OF THE COMPANY. THE COMPANY WILL BE BOUND TO THE TERMS AND CONDITIONS HEREIN.
You also agree to: (a) provide true, accurate, current and complete information about yourself and your company (if applicable) as prompted by the registration form available within the Platform (the “Registration Data”) and (b) maintain and promptly update your Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or we have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we reserve the right to suspend or terminate your account(s) and refuse any and all current or future use of the Platform and Service (or any portion thereof). Use of the Service and membership of our Platform is void where prohibited.
3. Children. Due to the nature of the Internet, we cannot prohibit minors from visiting our Website or using our Platform and Service. If you are a minor, your acceptance of the terms and conditions stated herein must be through a parent or lawful guardian. We have the right to presume that you as a Member have lawfully represented your capacity to enter into these Terms whether directly or through a parent or guardian.
4. Member Accounts, Passwords and Security. If you register for the Platform and Service or otherwise become a Member, you will be required to choose one or more passwords and provide your email address, and you may be asked for additional information regarding your account(s). You are responsible for maintaining the confidentiality of the password(s) and account(s) information, and are fully responsible for all activities that occur under your password(s) or account(s). You agree to (a) immediately notify us (by e‐mail to firstname.lastname@example.org, or call us at (866) 541-3570 (7:00 a.m. to 7:00 p.m. MST M‐F) of any unauthorized use of your password(s) or account(s) or any other breach of security, and (b) ensure that you log out from your account(s) at the end of each session. Zen Planner is not liable for any loss or damage arising from your failure to comply with this Section.
5. User Content. You acknowledge, consent and agree that Zen Planner may access, use, preserve and disclose your account(s) information, including, but not limited to, any information, data, text, software, music, sound, photographs, graphics, video, messages, tags, or other materials (collectively “Content”) you have posted or made available through our Platform or Service (together with your Registration Data “User Content”) if required to do so by law or if in good faith believe that such access, use, preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce these Terms; (c) respond to claims that any User Content violates the rights of third parties; (d) respond to your requests for customer service; (e) protect the rights, property or personal safety of Zen Planner, its Members and the public; and/or (f) otherwise provide you with access to and use of the Platform or Service.
6. Security Components. You understand that our Platform and Service may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by Zen Planner and/or content providers who provide content to Zen Planner. You may not attempt to override or circumvent any such security components and usage rules embedded into our Platform and Service.
7. Non‐Commercial Use. The Platform or Service may not be used in connection with any commercial purposes, except as specifically approved in writing by Zen Planner or as provided within our Platform or Service. The Platform and Service is intended for managing your business information and communicating with your members and/or students. Unauthorized framing of or linking to any part of our Platform or Service is prohibited. Commercial advertisements, affiliate links, and other forms of solicitation may be removed from Member profiles and User Content without notice and may result in termination of membership privileges.
8. Zen Planner and Third Party Content. Our Platform and Service contains Content of Zen Planner (“Zen Planner Content”), and Content of third party licensors to Zen Planner which is protected by copyright, trademark, patent, trade secret and other laws. In addition, Zen Planner has developed processes, concepts, and online tools to manage and grow membership-based businesses. This is also proprietary information owned by Zen Planner and is Zen Planner Content. By utilizing this Platform and Service, you acknowledge and agree that Zen Planner owns and retains all rights, title and interest in the Zen Planner Content. Zen Planner hereby grants to you a limited, revocable, non- transferable, non‐sub‐licensable license to reproduce and display a single copy of the Zen Planner Content and any third party Content located on or available through our Platform or Service (excluding any software code therein) solely for your use in connection with viewing our Platform and using the Service. Except for User Content posted by you, you may not copy, modify, translate, publish, broadcast, transmit, distribute, perform, display, make available, or sell any Content appearing on or through our Platform or Service.
10. Payment of Fees. The fees for the Platform and Service provided are posted on our Website and are subject to change without notice. You agree to pay Zen Planner in advance the applicable fees for the Platform and Service provided by Zen Planner under these Terms. Unless other arrangements are pre-approved by Zen Planner, we will bill your account for all fees for the Platform and Service due each month, and you hereby authorize Zen Planner to charge your account for all such fees. You will provide accurate and complete billing information including legal name, address, telephone number, and billing account (either ACH or payment card) information. If such information is false or fraudulent, we reserve the right to terminate the Platform and Service and your access to the Platform and Service in addition to seeking any other legal remedies. Zen Planner is not responsible for any charges or expenses (e.g., for overdrawn accounts, exceeding credit card limits, etc.) resulting from charges billed by Zen Planner. Zen Planner payments are non-refundable, but in certain circumstances credit may be applied to your future bills. Each charge will be considered valid unless disputed by you in writing within fifteen days after the billing date. All fees will be paid in U.S. dollars and are due as set forth on our Website or within our Platform. All fees are exclusive of taxes, levies, or duties imposed by taxing authorities, and you will be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Zen Planner’s income.
a) If under a monthly renewing subscription agreement, you may cancel your membership to the Platform and Service at any time by providing 30 days of advanced notice. For example, if you would like to cancel your Service on June 30, then you need to provide notice by May 30, or;
b) If under an annual subscription contract agreement, you will receive a discount and are bound to twelve (12) monthly payments and cannot cancel your membership to the Platform and Service prior to the completion date of the contract. In rare circumstances, you may request cancelation and may be granted a cancellation fee (the “Cancellation Fee”). The Cancellation Fee will be calculated as the total value of the discount applied to monthly fees for use of the Platform and Service since contract inception through the last day of the month of the requested cancellation, plus the greater of (i) $600 or (ii) the full price monthly fees (based on the active member count as of the date of the requested cancellation through the original completion date of the annual contract) times 6 months. The Cancellation Fee will be due and payable in one lump sum charged to the billing method stored within the Platform. Your annual subscription contract agreement will automatically renew each year unless you contact Zen Planner at least 45 days prior to the completion date of the contract requesting to move to the current pricing structure for monthly renewing subscription agreements or to cancel after your contract end date.
11. International Use. Due to the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable Content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside.
13. Copyright Policy. Zen Planner has in place certain legally mandated procedures pursuant to the Digital Millennium Copyright Act (“DMCA”) regarding allegations of copyright infringement occurring in our Platform or with the Service. Zen Planner reserves the right in its sole discretion to immediately suspend and/or terminate access to the Platform and Service by any user who is alleged to have infringed on the intellectual property rights of Zen Planner or of a third party, or otherwise violated any intellectual property laws or regulations. Zen Planner’s policy is to investigate any allegations of copyright infringement brought to its attention. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want Zen Planner to delete, edit, or disable the material in question, you must provide Zen Planner with all of the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Zen Planner to locate the material; (d) information reasonably sufficient to permit Zen Planner to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to Zen Planner’s agent for copyright issues relating to the Platform at the following:
Zen Planner, LLC
9325 Dorchester Street
Highlands Ranch, CO 80129
Attn: Office of Privacy
Or call: 866-541-3570
If you believe that any User Content that you submitted through the Platform and was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use such User Content, you may send a counter-notice containing the following information to Zen Planner’s agent for copyright issues: (a) your physical or electronic signature; (b) identification of the User Content that has been removed or to which access has been disabled and the location at which the User Content appeared before it was removed or disabled; (c) a statement that you have a good faith belief that the User Content was removed or disabled as a result of mistake or misidentification; and (d) your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the appropriate federal court in Denver, Colorado, and a statement that you will accept service of process from the person who provided notification of the alleged infringement. If a counter-notice is received by Zen Planner’s agent for copyright issues, we may send a copy of the counter-notice to the original complaining party informing that person that we may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Zen Planner’s sole discretion.
14. Term and Termination. These Terms shall remain in full force and effect for so long as it is posted within our Platform or on our Website at http://zenplanner.com/terms-of-service/. You may terminate your membership to the Platform and Service in accordance with Section 10, by contacting Zen Planner by email at: email@example.com. Zen Planner cannot provide partial refunds for memberships that are terminated in the middle of the billing period and a Cancellation Fee will be assessed if an annual contract is terminated prior to its original completion date. Zen Planner reserves the right to terminate your account(s) or your access to our Platform and Service immediately, with or without notice to you, and without liability to you, if Zen Planner believes that you have breached any of the conditions of these Terms, furnished Zen Planner with false or misleading information, or interfered with use of the Platform or Service by others. The discontinuance of these Terms or your use of the Platform and Service will not relieve either party of representations, warranties or obligations that are intended to survive or to be performed after, the termination or expiration of these Terms or the Service or use of the Platform. Without limiting the generality of the foregoing, Sections 4, 5, 7, 8, 9, and 12 -25, along with your payment obligations, will survive the expiration or discontinuation of these Terms or termination of your use of the Platform and Service. Upon termination, your data will no longer be accessible. Prior to termination, you may export your information, excluding payment account information which is encrypted and protected by Payment Card Industry rules.
15. Disclaimer of Warranties. You expressly understand and agree that: YOUR USE OF THE PLATFORM AND THE SERVICE IS AT YOUR SOLE RISK. THE PLATFORM AND THE SERVICE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ZEN PLANNER AND ITS SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS (COLLECTIVELY, THE “ZEN PLANNER PARTIES”) EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, WITH RESPECT TO THE SERVICE, THE PLATFORM, AND ANY THIRD PARTY WEBSITES WITH WHICH THEY ARE LINKED.
The Zen Planner Parties are not responsible for any health problems that may result from training programs, exercises, drills (alone or with a partner), products, or events you learn about on the Platform and Service, or any action or inaction on your part as a result of information you have obtained from the Platform and Service. If you engage in any exercise or martial arts program you receive through the Platform and Service, you agree that you do so voluntarily at your own risk, and agree to release and discharge the Zen Planner Parties from any and all claims or causes of action, known or unknown, arising out of your use of the exercise program or the Platform and Service.
THE ZEN PLANNER PARTIES MAKE NO WARRANTY (I) THAT THE PLATFORM OR THE SERVICE WILL MEET YOUR REQUIREMENTS; (II) THAT THE PLATFORM OR SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR‐FREE, OR FREE OF ANY HARMFUL COMPONENTS (INCLUDING VIRUSES); (III) REGARDING ANY RESULTS YOU MAY OBTAIN FROM THE USE OF THE PLATFORM OR SERVICE; AND (IV) THAT THE QUALITY OF ANY CONTENT, PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE PLATFORM OR SERVICE WILL MEET YOUR EXPECTATIONS. THE ZEN PLANNER PARTIES DO NOT PROVIDE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MISDELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS, OR OTHER DATA. ANY MATERIAL DOWNLOADED, UPLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OUR PLATFORM OR THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR UPLOAD OF ANY SUCH MATERIAL.
16. LIMITATION ON LIABILITY. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT WILL THE ZEN PLANNER PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM OR IN CONNECTION WITH THE USE OF THE SERVICE, THE PLATFORM OR ANY WEBSITES OR SOFTWARE WITH WHICH THEY ARE LINKED, EVEN IF ANY OF THE ZEN PLANNER PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE AGGREGATE LIABILITY OF THE ZEN PLANNER PARTIES TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO ZEN PLANNER PARTIES FOR THE PLATFORM AND SERVICES.
17. Exclusions and Limitations. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, in certain jurisdictions, some of the above limitations of liability may not apply to you; all other provisions of these Terms remain in full force and effect.
18. Indemnity. You agree to indemnify, defend, and hold harmless the Zen Planner Parties from any and all third party claims, losses, liability, damages, and/or costs (including reasonable attorney fees and costs) arising from your breach of the terms and conditions of these Terms, or your infringement, or infringement by any other user of your account(s), of any intellectual property or other right of any person or entity. Zen Planner will notify you promptly of any such claim, loss, liability, or demand, and will provide you with reasonable assistance, at your expense, in defending any such claim, loss, liability, damage, or cost.
19. Additional Terms. We may also require you to follow additional rules, guidelines or other conditions (“Additional Terms”) in order to participate in certain promotions or activities available through our Platform, to obtain certain premium Content through our Website and Services, or for other reasons. These Additional Terms will be posted on the relevant portions of our Website and Platform or on the portions of our Website and Platform that describe the specific promotions, Content, or activities. These Additional Terms are part of these Terms, and you agree to comply with them when you participate in those promotions, purchase items from our online stores, or otherwise engage in activities governed by such Additional Terms.
20. Modification and Discontinuation. We reserve the right at any time to modify, edit, delete, suspend or discontinue, temporarily or permanently, the Service or any of our Platform (or any portion thereof) with or without notice. You agree that we will not be liable to you or to any third party for any such modification, editing, deletion, suspension or discontinuance of the Service or our Platform. You are free to download your User Content at any time to provide backup.
21. Independent Contractors. No joint venture, partnership, employment, or agency relationship exists between you and Zen Planner as a result of these Terms or use of the Platform or the Service.
23. Choice of Law and Forum. These Terms and the relationship between you and Zen Planner shall be governed by the laws of the State of Colorado, without regard to its conflict of law provisions. You and Zen Planner agree to submit to the personal and exclusive jurisdiction of the courts located within Denver, Colorado.
24. Waiver and Severability of Terms. The failure of Zen Planner to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Terms remain in full force and effect.
25. Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Platform, the Service or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.
26. Storage of Data. User logs will be kept for a minimum of five years (e.g. attendance data). Automatic system logs will be kept for six months (e.g. when a user logs in). Email logs will be stored for four weeks. Data beyond these time periods may be permanently purged.
27. Database Administration Ownership. Administrative rights to the database shall be granted to the owner of the business. Such rights can be delegated to or revoked from another administrator at the request of the business owner or at the time of set-up of the database. In the case of any conflict related to administrative rights, the business owner shall have all authority to add or remove administrative rights to any user. In the case where the business is owned in equal parts by two or more owners, authority shall be assigned to the managing director or other assigned decision maker according to the then current corporate papers. If the decision making authority for an equal parts ownership scenario is not clear, changes in database ownership will only be made with written authorization from a majority of participating business owners or other method in writing as established in the corporate papers.
28. Transfer of Rights at Sale. If title to the business is transferred, administrative rights to the database will be transferred upon either: 1) legal proof of sale documentation from the current or former owner or 2) a written release from the former owner requesting the transfer of administrative rights to the new owner.
29. Request for Documentation. Zen Planner may, at Zen Planner’s sole discretion, request documentation from the requestor or the current database owner prior to transferring administrative rights.
30. Credits. In the event of a request for credit or cancellation for a monthly renewing subscription agreement, Zen Planner may provide credit for future services. Zen Planner will not provide cash refunds. No credits will be provided for requests for cancellations of annual subscription contracts.
31. Questions. If you have any questions regarding these Terms, please contact us by email at firstname.lastname@example.org, by phone at (866) 541-3570 (7:00AM ‐ 7:00PM MST M-F).
Updated September 1, 2015