Header image

zenphi's Terms of Use

Effective Date: June 09, 2020

Please Read Carefully Before Using This Website: The following terms of service (“Terms of Service”) govern your use of the Zenphi website (the “Site”) and the Zenphi web-based, business process automation and integration application and data linking service accessed through the Site (“Service”), both of which are operated by Zenphi, pty. ltd. (“Zenphi” or “we”). By using the Site and/or the Service, you irrevocably agree that such use is subject to these Terms of Service. If you do not agree to these Terms of Service, you may not use the Site or the Service. If you are entering into these Terms of Service on behalf of an entity, you are binding such entity to these Terms of Service, you represent that you have the actual authority to bind such entity to these Terms of Service, and references to “you” mean such entity. For purposes hereof, the “Site” includes all subdomains and components of the Zenphi website, including without limitation the Zenphi Application, Zenphi Community, Zenphi User Voice.

Zenphi expressly reserves the right to modify the Terms of Service at any time in its sole discretion by including such alteration and/or modification in these Terms of Service, along with a notice of the effective date of such modified Terms of Service. If a revision meaningfully reduces your rights, we will use reasonable efforts to notify you (by, for example, sending an email to the billing contact you designate in your User Account (as defined below), through your User Account or in the Service itself). To the extent you have purchased a subscription to the Service, the modified terms will be effective as to such subscription Service upon your next subscription renewal. In this case, if you object to the updated terms, as your exclusive remedy, you may choose not to renew, including cancelling any terms set to auto-renew. In all other cases, any continued use by you of the Site or the Service after the posting of such modified Terms of Service shall be deemed to indicate your irrevocable agreement to such modified Terms of Service. Accordingly, if at any time you do not agree to be subject to any modified Terms of Service, you may no longer use the Site or Service.

The Platform

Zenphi is a business process automation platform, which enables users to automate their processes. The Platform consists mainly of servers (provided via a cloud-based SaaS model), a business process automation tool, as well as additional tools and features as may be further detailed in the product. Customer is responsible for all uses, acts or omissions of Users who belong to the Customer’s organization, or which are related or affiliated with the Customer.

Account Registration and Use

Account Registration and Confidentiality. To access the Service and Websites, you must register for a Zenphi account by using your Google account. You agree to provide us with accurate, complete, and current registration information about yourself. It is your responsibility to ensure that your password remains confidential and secure. By registering, you agree that you are fully responsible for all activities that occur under your username and password. We may assume that any communications we receive under your account have been made by you. If you are a billing owner, an administrator, or if you have confirmed in writing that you have the authority to make decisions on behalf of a Customer (“Account Administrator”), you represent and warrant that you are authorized to make decisions on behalf of the Customer and agree that Zenphi is entitled to rely on your instructions. By registering with Zenphi, you agree that, zenphi may identify you as a Customer and may use your name and logo, in its website, presentations, promotional materials, media, press releases and proposals to other current and potential new customers. Zenphi may share your contact information with their technical partners so they can make contact with you and offer their consulting services. You can choose to opt out from this by writing to us at [email protected].

Unauthorized Account Use 

You are responsible for notifying us at [email protected] if you become aware of any unauthorized use of or access to your account. You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your account. Zenphi will not be liable for any loss, damages, liability, expenses or attorneys’ fees that you may incur as a result of someone else using your password or account, either with or without your knowledge and/or authorization, and regardless of whether you have or have not advised us of such unauthorized use. You will be liable for losses, damages, liability, expenses and attorneys’ fees incurred by Zenphi or a third party due to someone else using your account. In the event that the Account Administrator or Customer loses access to an account or otherwise requests information about an account, Zenphi reserves the right to request from the Account Administrator or Customer any verification it deems necessary before restoring access to or providing information about such account in its sole discretion.

Site Content

(a) Zenphi Content: The information, materials (including, without limitation, HTML, text, audio, video, white papers, press releases, data sheets, product descriptions, software and FAQs and other content) available on the Site and/or the Service, excluding Third Party Content (collectively, “Zenphi Content”), are the copyrighted works of Zenphi, and Zenphi expressly retains all right title and interest in and to the Zenphi Content, including, without limitation, all intellectual property rights therein and thereto. Except as expressly permitted in these Terms of Service, any use of the Zenphi Content may violate copyright and/or other applicable laws.

(b) Third Party Content: In addition to Zenphi Content, the Site and/or the Service may contain information and materials provided to Zenphi by third parties (collectively, “Third Party Content”). Third Party Content is the copyrighted work of its owner, who expressly retains all right title and interest in and to the Third Party Content, including, without limitation, all intellectual property rights therein and thereto. In addition to being subject to these Terms of Service, Third Party Content may also be subject to different and/or additional terms of use and/or privacy policies of such third parties. Please contact the appropriate third party for further information regarding any such different and/or additional terms of use applicable to Third Party Content.

(c) Limited Site Content License: Zenphi grants you the limited, revocable, non-transferable, non-exclusive right to use the Zenphi Content and Third Party Content (collectively, “Site Content”) by displaying the Site Content on your computer, and downloading and printing pages from the Site containing Site Content, under the condition that (i) such activity is solely for your personal, education or other non-commercial use, (ii) you do not modify or prepare derivative works from the Site Content, (iii) you do not obscure, alter or remove any notice of copyright set forth on any Site pages or Site Content, (iv) you do not otherwise reproduce, re-distribute or publicly display any of the Site Content and (v) you do not copy any Site Content to any other media or other storage format. No other use of the Site Content is authorized. Except as specified above, nothing contained herein shall be construed as conferring by implication, or otherwise any license or right under any patent, trademark, copyright or any other intellectual property right of Zenphi or any third party. All Site Content is provided for informational purposes only.

(d) Trademarks: ZENPHI, the ZENPHI Logo and all Zenphi product names are trademarks and services marks of Zenphi (collectively “Zenphi Trademarks”), and nothing in these Terms or the Service shall be construed as granting any license or right to use the Zenphi Trademarks without Zenphi’s prior written consent. All trademarks, service marks and logos included on the Site (“Marks”) are the property of Zenphi or third parties, and you may not use such Marks without the express, prior written consent of Zenphi or the applicable third party.

(e) Monitoring of Site Content and use of Service: Zenphi reserves the right, but does not undertake the obligation, to monitor use of the Site and/or the Service, and to investigate and take appropriate legal action against any party that uses the Site in violation of these Terms of Service or applicable law. Zenphi reserves the right to accept, reject or modify any Site Content or User Content, but assumes no liability based on its acceptance, rejection, modification or failure to modify any Site Content or User Content.

(f) Copyright Infringement: As a condition of your right to use the Site and the Service, you agree to respect the intellectual property rights of others. Accordingly, you agree not to upload or post to the Site or the Service any copyrighted materials, trademarks or other proprietary information belonging to any third party without the prior written consent of the applicable third party. You acknowledge that Zenphi will terminate your access to the Site and/or the Service if you repeatedly infringe the copyright of third parties. If you believe that your copyrighted work has been illegally uploaded or posted on the Site or the Service, you may send a written notice to Zenphi at [email protected], and Zenphi will respond pursuant to its Digital Millennium Copyright Act (“DMCA”) procedure. Zenphi’s DMCA procedure is in accordance with that suggested by DMCA, the text of which can be found at the U.S. Copyright Office web site http://www.copyright.gov/legislation/dmca.pdf. Zenphi reserves all rights to seek damages and fees associated with infringement and/or fraud.

Your Use of the Site and Service

(a) Account and Use of Service: You may use your User Account for the Service and/or Site only in accordance with these Terms of Service and only for lawful purposes. You are responsible for your own communications, including the upload, transmission and posting of information, and are responsible for the consequences of their posting on or through the Service or Site.

(b) Fees: Some features of the Service may only be accessed and used upon the payment of applicable fees (“Fees”). Fees may vary depending on usage in accordance with our current pricing policy. If you do not initially register for a version of the Service that requires the payment of a fee, you will nonetheless be permitted to use all of the features of the Service for a period of  the Free Trial Period, where provided. NOTWITHSTANDING ANYTHING CONTAINED HEREIN, ANY SERVICE PROVIDED DURING THE PREVIEW PERIOD, FREE TRIAL PERIOD, OR AS PART OF OUR FREE TIER OFFERING IS PROVIDED “AS-IS” WITHOUT ANY REPRESENTATIONS, WARRANTIES OR INDEMNITIES. Upon the expiration of the Free Trial Period, you will only be able to access and use those features of the Service the use of which does not require the payment of a Fee, unless you subsequently upgrade to a paid version of the Service. All Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties.

(c) Refunds, Upgrading and Downgrading: Refunds are processed according to our fair refund policy. Any upgrade or downgrade in your Service use will result in the new Fees being charged at the next billing cycle. There will be no prorating for downgrades in between billing cycles. Downgrading your Service may cause the loss of features or capacity of your User Account. Zenphi does not accept any liability for such loss.

(d) Cancellation and Termination by You: You are solely responsible for properly cancelling your User Account. An email or phone request to cancel your User Account is not considered cancellation. If you cancel your User Account before the end of your current paid up month, your cancellation will take effect immediately, and you will not be charged again. Please note that we do not provide refunds for unused time in the last billing cycle.

(e) Termination and Suspension by Zenphi: Zenphi may terminate your User Account and/or these Terms of Service at any time and for any reason upon notice to you. We may also suspend our Service to you at any time, with or without cause. If we terminate your User Account without cause, we will refund a prorated portion of your monthly prepayment. We will not refund or reimburse you if we terminate your User Account for cause, including (without limitation) for a violation of these Terms of Service.

(f) Effect of Termination: Once your User Account is terminated, we may permanently delete your User Account and any or all User Content associated with it. If you do not log in to your User Account for 6 or more months, we may treat your User Account as “inactive” and permanently delete the User Account and all the data associated with it. Except where an exclusive remedy may be specified in this Agreement, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under these Terms of Service. All sections of this Agreement which by their nature should survive termination will survive, including without limitation, accrued rights to payment, use restrictions and indemnity obligations, confidentiality obligations, warranty disclaimers, and limitations of liability.

(g) Prohibited Conduct: You agree not to use the Site or the Service for: (i) posting any (1) information which is incomplete, false, inaccurate or not your own, (2) trade secrets or material that is copyrighted or otherwise owned by a third party unless you have a valid license from the owner which permits you to post it, (3) material that infringes on any other intellectual property, privacy or publicity right of another, (4) advertisement, promotional materials or solicitation related to any product or service that is competitive with Zenphi products or services or (5) software or programs which contain any harmful code, including, but not limited to, viruses, worms, time bombs or Trojan horses; (ii) impersonating another person; (iii) engaging in or encouraging conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any city, state, national or international law or regulation, or which fails to comply with accepted Internet protocol; or (iv) transmitting or transferring (by any means) information or software derived from the Site or the Service to foreign countries or certain foreign nations in violation of Australia and/or US export control laws. In addition, you agree not to violate or attempt to violate the security of the Site, the Service or Zenphi’s system or network security, including, without limitation, the following: (w) accessing data not intended for users of the Site or the Service, or gaining unauthorized access to an account, server or any other computer system; (x) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures; (y) attempting to interfere with the function of the Site, the Service, host or network, including, without limitation, via means of submitting a virus to the Site, overloading, “flooding”, “mailbombing”, “crashing”, or sending unsolicited e-mail, including promotions and/or advertising of products or services; or (z) forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting or (6) transmitting, importing, uploading, or incorporating any financial or medical information of any nature, or any sensitive personal information (e.g., Social Security numbers, driver’s license numbers, birth dates, personal bank account numbers, passport or visa numbers, credit card numbers, passwords and security credentials). Violations of the Site’s, the Service’s or Zenphi’s system or network security may result in civil or criminal liability.

In addition, you agree not to, directly or indirectly: (A) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Service or any software, documentation or data related to or provided with the Service (“Software”); (B) modify, translate, or create derivative works based on the Service or Software; or copy (except for archival purposes), rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Service or Software; (C) use or access the Service to build or support, and/or assist a third party in building or supporting, products or services competitive to Zenphi; (D) remove any proprietary notices or labels from the Service or Software; or (E) otherwise use the Service or Software outside of the scope of the rights expressly granted herein. You agree to use the Service and Software only for your own internal business operations, and not to transfer, distribute, sell, republish, resell, lease, sublease, license, sub-license.

(h) Your Data: You will retain ownership of any data, information or material originated by you that you transmit through the Service (“User Content”) – for example, User Content from your accounts with third party services (e.g., Gmail or Google Drive) that passes through the Service. You shall be solely responsible for the accuracy, quality, content and legality of User Content, the means by which User Content is acquired and the transmission of User Content outside of the Service. You represent and warrant that you have all rights necessary to transmit User Content through the Service and to otherwise have User Content used as part of the Service or as otherwise contemplated herein.

(i) Data Processing Addendum: If you are a paying subscriber to the Service, to the extent that Zenphi processes any Personal Information  contained in User Content that is subject to the Data Protection Legislation , on your behalf, in the provision of the Service, the terms of the data processing addendum which are hereby incorporated by reference, shall apply and the parties agree to comply with such terms. 

(j) Your Posts: The Site and Service include functionality that permits users to post content, images, audio files, text, logos, sample code or other materials or works in a manner that is intended to be viewed by other users (“Your Posts”), including for reviews and in forums (e.g., in the Zenphi Community). By submitting Your Posts to the Site and/or Service, you hereby grant to Zenphi a perpetual, irrevocable, royalty-free, worldwide, non-exclusive right and license, including the right to grant sublicenses to third parties, to use, reproduce, publicly display, publicly perform, prepare derivative works from and distribute Your Posts for any purpose. Zenphi may exercise all copyright, publicity and moral rights, in any media, with respect to Your Posts. In addition, you hereby irrevocably represent and warrant to Zenphi that (i) you have all necessary power, authority, right, title and/or licenses to grant to Zenphi the foregoing right and license and (ii) the posting, submission and display by you of Your Posts on the Site or Service, and the exercise by Zenphi of the foregoing license does not and will not (1) violate any applicable law or government regulation or (2) infringe any right of publicity or invades the privacy of others, or any intellectual property right of any third party, (iii) none of Your Posts (1) will constitute obscene, pornographic, indecent, profane or otherwise objectionable material, (2) are discriminatory, hateful or bigoted toward, or abusive of, any group or individual, or (3) are libellous or defamatory.

(k) Suggestions: You hereby grant to Zenphi a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Site, the Service and/or other Zenphi offerings any suggestions, enhancement requests, recommendations or other feedback provided by you to Zenphi that is related to the Site and/or the Service.

(l) Aggregated and/or Anonymized Data: Notwithstanding anything to the contrary set forth herein or otherwise, Zenphi will have the right to collect and analyze data and other information relating to the provision, use or performance of the Site and/or Service and related systems and technologies (including information concerning User Data and data derived therefrom), and to aggregate and/or anonymize all such data and information. Zenphi will be free at any time to: (i) use such information and data to improve and enhance Zenphi’s offerings; and (ii) disclose such data in aggregate or other de-identified form in connection with its business.

(m) Your Indemnification Obligations: You hereby irrevocably agree to indemnify, defend and hold Zenphi, its affiliates, directors, officers, employees and agents harmless from and against any and all loss, costs, damages, liabilities and expenses (including attorneys’ fees) arising out of or related to (i) any third party claim resulting from a breach by you of any of your covenants, representations or warranties contained in these Terms of Use and/or (ii) your use of the Site and/or the Service.

(n) Zenphi’s Indemnification Obligations: If you are a paying subscriber to the Service, Zenphi will defend you against any third party claim brought against you alleging that the use of such paid Service as permitted hereunder infringes the Australian intellectual property rights of a third party, and Zenphi shall pay all costs and damages finally awarded against you by a court of competent jurisdiction as a result of any such claim; provided that you (a) promptly give written notice thereof to Zenphi; (b) give Zenphi sole control of the defence and settlement of the claim; and (c) provide to Zenphi all reasonable assistance. The foregoing shall not apply to any claim based upon or arising from (i) any use of the Service outside the scope of these Terms of Service, (ii) User Content, or (iii) a combination of the Service with any content or other technology not provided by Zenphi.

(o) Your Use of The Service and/or Site to Send Communications: You acknowledge that (a) you exclusively are responsible for and control the timing, content, and distribution of all telephonic or electronic communications made or initiated to any person or entity in connection with your use of the Service and/or Site and (b) any such communications are made or initiated only as a result of your actions. You further warrant that all telephonic or electronic communications made or initiated in connection with your use of the Service and/or Site comply with all applicable state and federal laws in Australia.

(q) Team Accounts: You may be invited to establish or join a Zenphi team account (“Team Account”). Each Team Account will have an administrator who can accept or remove Team Account members. By agreeing to join a Team Account, you acknowledge that (i) your identity, including name, email address, and avatar (if any), will be disclosed to other Team Account members, and the Team Account administrator will also have access to your task usage, and (ii) your User Content will be viewable by all Team Account members. You will have the option to share with other Team Account members any integrations you have created and/or any third party applications with which you have connected. If you share a Connection or a Flow, all Team Account members can view and edit such information. If you share a third party application with which you have connected, all Team Account members will have read/write access to the data associated with such third party application.

(r) Export Control: You hereby represent and warrant that (i) you understand and acknowledge that some Site Content or components of the Service may be subject to export, re-export and import restrictions under applicable law, (ii) you will not use the Site, any Site Content or the Service in a manner that violates the Australian Law.

Linked Websites and Services

The Site and/or Service may contain links to and integrations with third party websites and services (e.g., Gmail or Slack), and you agree that Zenphi provides links to and integrations with such websites and services solely as a convenience and has no responsibility for the content or availability of such websites or services, and that Zenphi does not endorse such websites or services (or any products or other services associated therewith). Access to any other internet site linked to the Site and/or Service is at your own risk, and Zenphi is not responsible for the accuracy or reliability of any information, data, opinions, advice or statements made on these sites. Your use of such websites and services will be subject to the terms applicable to each such website and service. You may not post a link that directs users to any content or information that would constitute a violation of these Terms of Service.

Our Proprietary Rights

The Service and Websites are owned and operated by Zenphi and contain materials (including all software, design, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, artwork and other graphic materials, and names, logos, trademarks and services marks) which are derived in whole or in part from materials supplied by Zenphi and its partners, as well as other sources, and are protected by Australian copyright laws, international treaty provisions, trademarks, service marks and other intellectual property laws. The Service and Websites are also protected as a collective work or compilation under U.S. and global copyright and other law and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Service and Websites. You acknowledge that the Service and Websites have been developed, compiled, prepared, revised, selected, and arranged by Zenphi and others through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitute valuable intellectual property of Zenphi and such others. You agree to notify Zenphi immediately upon becoming aware of any claim that the Service and Websites infringe upon any copyright, trademark, or other contractual, statutory, or common law rights. Any unauthorized use of any material contained on or through the Service and Websites may violate copyright laws, trademark laws, the laws of privacy and publicity and communications regulations and statutes.

User Content and Feedback

User Content and Submissions on the Service. The Service allows you to create Flows and submit associated information, text, files, and other materials (collectively, “User Content”) and to share that User Content with others. User Content submitted or otherwise made available to the Service is subject to the following terms:

Free User Content. Free Users maintain ownership of the User Content that they submit to the Service (“Free User Content”). By submitting Free User Content, Free Users grant Zenphi a license to access, use, copy, reproduce, process, adapt, publish, transmit, and display that Free User Content, as permitted by Zenphi’s Privacy Policy, including if required to do so by law or in good faith to comply with legal process. We reserve the right to remove any Free User Content on the Service that violates these Terms or that is otherwise objectionable in Zenphi’s sole discretion.

Subscriber User Content on the Service. Content submitted to the Service by Subscribers (“Subscriber User Content”) is owned and controlled by the Customer as set forth in the introduction to these Terms and the Customer Agreement. Zenphi maintains a limited, non-exclusive and non-transferrable (except in connection with the sale or transfer of its business) license to access, use, copy, reproduce, process, adapt, publish, transmit, host, and display Subscriber User Content for the following limited purposes: (i) to maintain, provide and improve the Service; (ii) to prevent or address technical or security issues and resolve support requests; (iii) to investigate when we have a good faith belief, or have received a complaint alleging, that such Subscriber User Content is in violation of the Customer Agreement or these Terms;

Feedback on the Websites. The Websites may have certain features that allow you to submit comments, information, and other materials (collectively, “Feedback”) to Zenphi and share such Feedback with other users, or the public. By submitting Feedback through the Websites, you grant Zenphi a license to access, use, copy, reproduce, process, adapt, publish, transmit, host, and display that Feedback for any purpose (including in testimonials or other Zenphi marketing materials and where required to do so by law or in good faith to comply with legal process.). We reserve the right to remove any Feedback posted in public forums for any reason at our sole discretion.

User Content and Feedback Representations. You acknowledge and agree that you have all required rights to submit User Content and Feedback without violation of any third-party rights. You understand that Zenphi does not control, and is not responsible for, User Content or Feedback, and that by using the Service and/or Websites, you may be exposed to User Content or Feedback from other users that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. Please also note that User Content and Feedback may contain typographical errors, other inadvertent errors or inaccuracies. You agree that you will indemnify, defend, and hold harmless Zenphi for all claims resulting from User Content or Feedback you submit through the Service and/or Websites. We reserve the right, at our own expense, to assume the exclusive defence and control of such disputes, and in any event, you will cooperate with us in asserting any available defences.

Service Warranty

If you are a paying subscriber to the Service, Zenphi warrants to you that it will provide the Service substantially in accordance with its documentation under normal use. In the event of any breach of such warranty, your exclusive remedy will be Zenphi’s re-performance of the deficient Service or, if Zenphi cannot re-perform such deficient Service as warranted, you may terminate your User Account as set forth above and Zenphi will refund a prorated portion of your monthly prepayment. You must notify Zenphi in writing of any warranty deficiency within 10 days from receipt of the deficient Service in order to receive the foregoing warranty remedy.

Viruses

You understand that we cannot and do not guarantee that files available for downloading from the Internet or our Service or Websites will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Service and Websites for any reconstruction of any lost data.

Limitation of Liability 

YOU AGREE THAT ZENPHI SHALL, IN NO EVENT, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF ZENPHI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL ZENPHI’S ENTIRE LIABILITY TO YOU IN RESPECT OF ANY SERVICE, WHETHER DIRECT OR INDIRECT, EXCEED THE FEES PAID BY YOU TOWARDS SUCH SERVICE.

Indemnification

You agree to indemnify and hold harmless Zenphi, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines and expenses (including attorney’s fees and costs) arising out of or relating to any claims that you have used the Services in violation of another party’s rights, in violation of any law, in violations of any provisions of the Terms, or any other claim related to your use of the Services, except where such use is authorized by Zenphi.

Privacy Policy

You acknowledge that you have read, understand and agree to Zenphi’s Privacy Policy located at https://zenphi.com/zenphi-privacy-policy/ , which is hereby incorporated into and made a part of these Terms of Service by this reference.

Location of the Site and your Use

Zenphi operates or controls the operation of this Site and the Service from offices in Australia. In addition, the Site and the Service may be mirrored, and other websites operated or controlled by Zenphi may be located, at various locations. Zenphi makes no representation or warranty that all of the features of this Site or Service will be available to you outside of Australia, or that they are permitted to be accessed outside of Australia. Additionally, the Site may not be helpful or relevant to all international users. You acknowledge that you are solely responsible for any decision by you to use this Site and/or the Service from other locations, and that such use may be subject to, and that you are responsible for, compliance with applicable local laws.

General

Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Victoria in Australia, without regard to any conflicts of laws provisions therein, and any dispute arising out of or in connection with this Agreement is hereby submitted to the sole and exclusive jurisdiction of the competent courts in Victoria, Australia. Each Party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the Agreement.

If a PO has been fully executed by Zenphi and Customer, then solely with respect to such PO and Customer, the Agreement may only be modified by a written document which has been signed by both parties. Otherwise, these General Terms may be modified by us at any time, with or without notice. No failure of a Party to exercise, and no delay by it in exercising, any right, power or remedy in connection with the Agreement will operate as a waiver of such right, power or remedy nor will any single or partial exercise of any right, power or remedy preclude any other or further exercise of such right, power or remedy or the exercise of any other rights, powers or remedies (whether provided by law or otherwise). No waiver of any breach of this Agreement shall be deemed to be a waiver of any subsequent breach.

If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force, and such provision shall be reformed only to the extent necessary to make it valid, enforceable and legal.

Customer may not assign this Agreement, and any rights or obligations hereunder, in whole or in part without the prior written consent of Zenphi, and any attempt by Customer to assign this Agreement shall be deemed null and void. Zenphi expressly reserves the right to assign this Agreement to an acquirer of or successor to substantially all of its business assets related to this Agreement and/or to the Platform without Customer’s consent and without providing the Customer any notice. The Customer shall not have any lien or set-off right against Zenphi, and the Customer hereby waives any such right.

There are no third-party beneficiaries to this Agreement.

Notices

All notices, requests, demands, and other communications hereunder shall be in writing and delivered in person, by mail, or by recognized courier service to the intended recipient at its address specified in the PO. Either Party may from time to time change its address by giving the other Party notice of the change in accordance with this section. Any notice served personally shall be deemed to have been received on the day of service, any notice sent by registered mail shall be deemed to have been received five business days after being posted (eight – if sent internationally). Any notice sent by email shall be deemed to have been received upon receipt of confirmation of receipt, unless sent outside recipient’s normal business hours, in which case, it will be deemed received on the following business day.