Last updated: December 15, 2012
IMPORTANT: ALL USERS MUST READ THESE TERMS
Acceptance of Terms and Conditions. Please carefully read ZenOperative, Inc.’s Terms of Use and Privacy Policy (Collectively, “Agreement” or “Terms of Use") before using the Service. By using the Service provided by ZenOperative.com and/or ZenOperative.net (collectively, the "ZenOperative" and/or the “Website”), You (“You" and/or "Enduser") acknowledge that You have read, understand, and agree to be bound by all the terms set forth in this Agreement. If You are entering into this Terms of Use on behalf of a company or other legal entity, You represent that You have the authority to bind such entity and its affiliates to these Terms Of Use, in which case the terms “You” or “Your” shall refer to such entity and its affiliates. If You do not have such authority, or if You do not agree with these Terms of Use, You must not accept these Terms of Use and may not use the Service. You can accept this Agreement in one of three ways: (1) by clicking to “accept” or “agree” to this Agreement, where this option is presented or made available to You on the Website; (2) by signing up for a ZenOperative account; and/or, (3) by using the Services.
BY USING THE SERVICES, YOU AGREE TO THIS AGREEMENT IN FULL. IF YOU DO NOT AGREE TO THIS AGREEMENT IN FULL, DO NOT USE THE SERVICES. EXCEPT AS OTHERWISE PROVIDED, THIS AGREEMENT IS SUBJECT TO CHANGE AT ANY TIME WITHOUT NOTICE AND YOUR CONTINUED USE OF THE SERVICES AFTER ANY CHANGE(S) HAVE BEEN IMPLEMENTED CONSTITUTES ACCEPTANCE BY YOU OF SUCH CHANGE(S). IF YOU DO NOT AGREE TO THE TERMS OF USE AS SET FORTH IN THIS AGREEMENT, YOU MUST EXIT THIS PAGE AND MAY NOT ACCESS OR OTHERWISE USE THIS WEBSITE OR SERVICE.
General. ZenOperative provides an interactive service by which You can request bookkeeping and other services from professionals in the specific industries (the "Service" and/or "Services"). These Terms of Use govern the use of these Services by You. By using requesting Services, You agree to comply with these Terms of Use. The right to use this Website and/or the Services is personal to You and is not transferable to any other person or entity. You shall be responsible for protecting the confidentiality of Your password(s), if any. You may use the Website and/or Service only as permitted by this Agreement and only in a manner consistent with all applicable federal and state laws, rules and regulations, and generally accepted practices or guidelines in relevant jurisdictions, including any laws governing the export of data to or from the United States.
Use of Website. You agree not to use any deep-linking, robots, spiders, data-mining, or other automatic or manual device, software, program, code, algorithm, or methodology to access, copy, or monitor any portion of the Website, or in any way reproduce or circumvent the navigational structure or presentation of the Website, or obtain or attempt to obtain any materials or information through any means not purposely made available through the Website. We reserve the right to take measures to prevent any such activity. You further agree: (1) not to harvest or collect email addresses or other contact information of other users by electronic or other means for the purposes of sending unsolicited emails; (2) not to use this Website and/or Service in any unlawful manner or in any other manner that could damage, disable, overburden, or impair the Website; (3) not to gain or attempt to gain unauthorized access to any portion or feature of the Website, or any other system or network connected to the Website by hacking, password-mining, or using any other illegitimate method of accessing data; (4) not to probe, scan, or test the vulnerability of the Website or any network connected to the Website, nor breach the security or authentication measures on the Website or any network connected to the Website; (5) not to use the Website to reverse look-up, trace, or seek to trace any information on any other visitor to the Website, or any other customer of ZenOperative, including any ZenOperative, ZenOperative.net, XLEDGER.net, Evernote.com or other online service account required to use the ZenOperative service that is not held by You, in any way where the purpose is to discover materials or information, including but not limited to any personally identifiable information; (6) not to use automated scripts to collect information from or otherwise interact with the Website; (7) not to take any action that would cause an unreasonably or disproportionately large load on the infrastructure of the Website or our systems or networks, or any systems or networks connected to the Website or to us in an attempt to overwhelm our systems to create a “Denial of Service” or similar attack; (8) not to use any device, technology, or method to interfere or attempt to interfere with the proper functioning or features of the Website or any transaction occurring on a the Website, or with any other person’s use of the Website; (9) not to forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal You send to us on or through the Website; and/or, (10) not to impersonate or pretend that You are any other person or falsely claim You represent another person.
Changes to the Terms of Use. ZenOperative reserves the right to make any modification to our Terms of Use as we deem necessary or desirable without prior notification to You. We suggest, therefore, that You re-read this important notice containing our Terms of Use from time to time in order that You stay informed as to any such changes. If we make changes to our Terms of Use and You continue to use our Services, including, but not limited to, by logging into Your account, using the Website, or requesting Service, You are agreeing to and accepting the Terms of Use and Privacy Policy expressed herein, including any modifications. Please note any deletions or modifications to these Terms of Use shall be effective immediately upon ZenOperative's posting thereof.
Privacy Policy. ZenOperative cares about the privacy of our Endusers. ZenOperative's Privacy Policy applies to the use of the Website, and its terms are made a part of these Terms of Use by this reference. To view our Privacy Policy, click here. Additionally, by using the Website, You acknowledge that the Internet is not a secure environment and sometimes there are interruptions in service or events that are beyond the control of ZenOperative and that communications with ZenOperative can never be guaranteed to be secure. You understand that any message or information You send to the Website may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted. Nonetheless, ZenOperative employs reasonable measures to protection Your information from unauthorized use or disclosure. While we make these reasonable precautions against loss or theft of data, ZenOperative nor its associates shall not be responsible for any data lost or stolen while transmitting information on the Internet. While it is ZenOperative's objective to make the Website accessible 24 hours per day, 7 days per week, the Website may be unavailable at any time for any reason including, without limitation, routine maintenance.
Services. Bookkeeping services are provided by ZenOperative, Inc. or its subcontractors unless otherwise stated. We reserve the right to correct any typographical errors, inaccuracies, or omissions that may relate to service descriptions, pricing, and availability from time to time without prior notice.
Pricing. Prices for all services offered by ZenOperative, Inc. are available here. ZenOperative has the right to increase the price for all Services by providing notice to You via the email account You provide. Such price increase will apply to any Services requested after such notice has been sent to You. Pricing for all Services provided by a Professional Service Provider are subject to Your agreement with such Professional Service Provider.
Invoices. ZenOperative will provide You a statement each week for any Services provided by ZenOperative or a Professional Service Provider through the ZenOperative Website incurred the previous week ("Invoice").
Payment. Payment for all services requested by ZenOperative or a Professional Service Provider is processed through ZenOperative, Inc. Payments are processed on a weekly or monthly basis and payment must be made through ACH transfers from Your bank account. Prior to using the Service and/or Website, You must complete an ACH payment request, which is available here. An Invoice will be sent to Your account three days prior to the payment for such Invoice being processed.
Interest. Any balance due after fifteen (15) days from the date of the Statement may bear interest at the rate of 2.0% per month (24% per annum).
Returned Checks/ACH Payments. You agree and acknowledge that You will pay a $35.00 processing fee for all returned checks in addition to any bank fees, interest, and up to three times the amount of the original amount to ZenOperative for all returned checks and/or ACH Payments that are denied.
Requesting Services. To request Services, You must file a request through support@zenoperative.com.
Third-party Accounts. You agree and acknowledge that in order for ZenOperative to provide the Service to You, You must have a free account through Evernote.com and any other services required by ZenOperative. Such accounts are governed by the respective terms of use on their sites. It is Your responsibility to read and agree to these terms of use. These websites and services are provided through third parties and are not under the control or direction of ZenOperative.
Archival of Documents. You agree and acknowledge that ZenOperative does not archive any documents that You supply to it. All documents may be archived through Evernote.com at ZenOperative’s discretion. After a document is processed, ZenOperative will place a copy of such document into your Evernote.com account if approved by you. ZenOperative is not responsible for backing up, retrieving, or any deletion of documents once placed into your Evernote.com account nor is ZenOperative responsible for keeping copies of any of your documents.
Change in the Website, its Contents, its Features, and the Service. ZenOperative reserves the right, at any time in our sole discretion, to modify, suspend, or discontinue the Website or any Service offered through the Website, with or without notice; change the equipment, third-party sites, and/or programs necessary to access the Website; modify and/or waive any fees charged in connection with the Website; and/or offer opportunities to some or all users of the Website. ZenOperative may discontinue disseminating any portion of information or category of information, may change or eliminate any transmission method and may change transmission speeds or other signal characteristics. You agree that we shall not be liable to You or to any third party should any of the foregoing occur with respect to the Website. Further, ZenOperative may request additional information at any time by You to update or enhance benefits and/or use of the Service and/or Website.
Equipment. You are responsible for obtaining and maintaining all telephone, scanner, computer hardware, and other equipment needed for access to and use of this Website and all charges related thereto. ZenOperative shall not be liable for any damages to Your equipment resulting from the use of this Website. ZenOperative may require that specific hardware and/or software be installed for the use of the Services.
Enduser Conduct. This Website and all content contained within are private property. All interactions on this Website must comply with these Terms of Use. By submitting material to the Website (“User Communications”), including, but not limited to, information, suggestions, ideas, concepts, know-how, techniques, questions, comments or other communication, whether such submission is by a public feature of the Website (i.e. posting area) or by private transmission (i.e. email and/or letter to ZenOperative, uploading of document through Evernote.com), You warrant that such content is original to You, that You own all applicable legal rights in such content, and that the content does not and will not infringe upon the rights of any other person or entity. Further, by submitting any User Communication, You agree and acknowledge that You have expressly granted ZenOperative a royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media, or technology now known or hereafter developed for the full term of any copyright that may exist in such material. You agree that we may use any User Communication for any purpose in our sole discretion, including reproduction, transmission, disclosure, publication, broadcast, development, manufacturing and/or marketing in any manner whatsoever for any or all commercial or non-commercial purposes. You agree that ZenOperative shall be under no obligation to maintain any User Communication in confidence; to pay compensation for any User Communication; and/or to monitor, use, return, review or respond to any User Communication.
Enduser Responsibility. If You post information on our Website, You are solely responsible for each User Communication that You post on the Website and agree that You will not hold ZenOperative responsible or liable for any User Communication from another user that You access on the Website. Moreover, ZenOperative reserves the right to delete any User Communication from our Website. Categories of prohibited User Communications are set forth below and reflect examples but are not intended to be exhaustive of what constitutes prohibited User Communications. Without limitation, You agree that You will not post or transmit to other users anything that You know or reasonably believe: (1) misrepresents Yourself as a authorized agent of a client if You are not; (2) is defamatory, abusive, obscene, profane, or offensive; (3) infringes or violates another party’s intellectual property rights (such as menus or other materials for which You do not have written authority from the owner of such materials to post on the Website), including any party’s right of publicity or right of privacy; (4) violates any law, statute, ordinance, or regulation (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising); (5) is threatening, harassing, or promoting racism, bigotry, or hatred of any kind; (6) promotes or encourages violence against a person or damage or destruction of property; (7) is inaccurate, false or misleading in any way; (8) is illegal or promotes any illegal activities; (9) contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; and/or (10) contains any advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation. You understand that when using the Website, You will be exposed to User Communications from a variety of sources and that we are not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Communications.
Confidential Information. For purposes of this Agreement, the term Confidential Information will include any information revealed to ZenOperative regarding You that is not public information including: any bookkeeping documents, accounting information, and invoices supplied to provide the Services to You.
Protection of Confidential Information. ZenOperative will not use Your Confidential Information for any purpose other than to provide You the Service without Your advanced written authorization unless required by law.
Copyright and Trademarks. The Website is owned and controlled by ZenOperative, Inc. and/or its affiliates and unless otherwise agreed in writing, all materials on our Website, including text, graphics, information, content, images, illustrations, designs, icons, photographs, video clips, sounds, music, artwork, computer code, and other materials, and the copyrights, trademarks, trade dress, and/or other intellectual property rights in such materials (collectively, the “Content”), are owned, controlled, and/or licensed by ZenOperative. ANY COPYING, DISTRIBUTING, TRANSMITTING, POSTING, LINKING, DEEP LINKING, OR OTHERWISE MODIFYING OF THIS WEBSITE OR ANY OF THE PAGES IN THE WEBSITE WITHOUT THE EXPRESS WRITTEN PERMISSION OF ZENOPERATIVE IS STRICTLY PROHIBITED. The Website and Content are intended solely for Your personal, non-commercial use. You may not download or copy any of the Content without permission from ZenOperative unless such permission is explicitly granted on the Website. Any permitted downloads or permitted copies of the Content are for Your personal use only. No right, title, or interest in any downloaded or copied Content is transferred to You as a result of any such downloading or copying. You may not reproduce (except as noted above or on the Website), publish, transmit, distribute, display, perform, alter, modify, create derivative works from, sell, exploit, or otherwise use any of the Content or the Website for any public or commercial purpose. ZenOperative also owns a copyright in the selection, coordination, arrangement, and enhancement of such content, as well as in the content original to it. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. You may not upload or republish Website Content on any Internet, Intranet, or Extranet Website or incorporate the information in any other database or compilation. ZenOperative does not permit use of any data mining, robots, scraping, or similar data-gathering or extraction methods. Certain trademarks, trade names, service marks, and logos used or displayed on this Website are registered and unregistered trademarks, trade names, and service marks of ZenOperative and its affiliates. Other trademarks, trade names, and service marks used or displayed on this Website are the registered and unregistered trademarks, trade names, and service marks of third parties. Nothing contained on the Website grants or should be construed as granting, by implication, estoppel, or otherwise, any license or right to You to use any such trademarks, trade names, service marks, or logos displayed on such Website. Trademarks that are located within or on the Website shall not be deemed to be in the public domain but rather the exclusive property of ZenOperative, unless such trademark is under license from the trademark owner thereof in which case such license is for the exclusive benefit and use of ZenOperative, unless otherwise stated.
Copyright and Trademark Complaints. ZenOperative respects the intellectual property rights of others. We are committed to complying with copyright and related laws, including the Digital Millennium Copyright Act (DMCA), and we require all Endusers of the Website to comply with these laws. Accordingly, You may not upload, post, store any material or content on, disseminate any material or content over, or otherwise transmit to or on the Website in any manner material that constitutes an infringement of third party intellectual property rights, including but not limited to, rights granted by copyright law. You may not post, modify, distribute, or reproduce in any way any copyrighted material, trademarks, or other proprietary information belonging to others without obtaining the prior written consent of the owner of such proprietary rights. When ZenOperative receives proper Notification of Alleged Copyright Infringement, ZenOperative promptly removes or disables access to the allegedly infringing material upon conclusion the material infringes upon another rights and terminates the accounts of repeat infringers as described herein in accordance with the Digital Millennium Copyright Act. If You believe that any material on the Website infringes upon any copyright that You own or control, please contact info@zenoperative.com to report infringement of Your copyright. ZenOperative may, at its sole discretion, terminate Endusers who are deemed by ZenOperative to be have committed copyright infringement, whether or not there is any repeat infringement.
Links to the Website; Third Party Links on the Website; Third Party Content on the Website. Running or displaying the Website or any information or material displayed on the Website in frames or through similar means on another website without our prior written permission is prohibited. Any permitted links to the Website must comply will all applicable federal and state laws, statutes, rules, and regulations. The Website contains links to other websites that are not owned, operated, or controlled by ZenOperative ("Third Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, or items belonging to or originating from third parties (the "Third Party Content"). All such links are provided solely as a convenience to You. If You use these links, You will leave the Website and we cannot be responsible for any content, materials, information, or events that are present on or that occur on websites that are not owned, operated, or controlled by ZenOperative. Such Third Party Websites and Third Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by ZenOperative. ZenOperative is not responsible for any Third Party Websites accessed through the Website or any content posted by any Endusers on this Website or any Third Party Websites regarding ZenOperative. If You decide to leave the Website and access the Third Party Websites, You do so at Your own risk and You should be aware that ZenOperative's terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any Website to which You navigate from this Website.
Disclaimer of Warranty; Limitation of Liability. YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK. NEITHER ZENOPERATIVE, ITS AFFILIATES, NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE SERVICES PURCHASED THROUGH THIS WEBSITE. THIS WEBSITE IS MADE ACCESSIBLE ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION, OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT, OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. YOU SPECIFICALLY ACKNOWLEDGE THAT ZENOPERATIVE IS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. IN NO EVENT SHALL ZENOPERATIVE, OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING, OR DISTRIBUTING THIS WEBSITE OR THE CONTENTS HEREOF, BE LIABLE FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THIS WEBSITE. YOU HEREBY ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL CONTENT ON THIS WEBSITE AND THE SERVICES PROVIDED. IN ADDITION TO THE TERMS SET FORTH ABOVE, NEITHER ZENOPERATIVE, NOR ITS AFFILIATES, INFORMATION PROVIDERS, OR CONTENT PARTNERS SHALL BE LIABLE REGARDLESS OF THE CAUSE OR DURATION, FOR ANY ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN, OR UNTIMELINESS OR UNAUTHENTICITY OF, THE INFORMATION CONTAINED WITHIN THIS WEBSITE, OR FOR ANY DELAY OR INTERRUPTION IN THE TRANSMISSION THEREOF TO YOU, OR FOR ANY CLAIMS OR LOSSES ARISING THEREFROM OR OCCASIONED THEREBY OR WITH THE SERVICE. NONE OF THE FOREGOING PARTIES SHALL BE LIABLE FOR ANY THIRD PARTY CLAIMS OR LOSSES OF ANY NATURE, INCLUDING WITHOUT LIMITATION LOST PROFITS, PUNITIVE OR CONSEQUENTIAL DAMAGES.
Termination. ZenOperative may terminate this Agreement at any time.
Trademarks. ZenOperative.com, ZenOperative.net, and ZenOperative are trademarks of ZenOperative, Inc. All rights in respect of this trademark are hereby expressly reserved. Unless otherwise indicated, all other trademarks appearing on ZenOperative are the property of their respective owners.
Limitation on Damages. If any part of these warranty disclaimers or limitations of liability is found to be invalid or unenforceable for any reason or if we are otherwise found to be liable to You in any manner, then our aggregate liability for all claims under such circumstances for liabilities, shall not exceed the amount paid by You for Services provided by ZenOperative, Inc. for the previous 30 days or 10 United States dollars, whichever is less. You agree to defend, indemnify, and hold harmless ZenOperative, its officers, directors, employees, business partners and agents, from, and against any and all claims, damages, obligations, losses, liabilities, costs, debt, and/or expenses (including but not limited to attorneys’ fees) arising from: (1) any breach by You of any of these Terms of Use; (2) Your User Communications; (3) a violation by You of applicable law or any agreement or terms with a third party to which You are subject and/or (4) and any errors in providing the Services by ZenOperative.
Waiver. No action taken pursuant to this Agreement, including any investigation by or on behalf of any party, shall be deemed to constitute a waiver by the party taking such action of compliance with any representation, warranty, covenant, or agreement contained herein or therein and in any documents delivered in connection herewith or therewith. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.
Headings. The headings and captions of this Agreement are for convenience and reference only and in no way define, describe, extend, or limit the scope or intent of this contract, or the intent of any provisions hereof.
Severability. If a court of competent jurisdiction holds any provision of this Agreement invalid, such invalidity shall not affect the enforceability of any other provisions contained in this Agreement and the remaining portions of this Agreement shall continue in full force and effect.
Governing Law; Venue and Jurisdiction. By using the Website and/or purchasing Services from this Website, You agree that the laws of the State of Colorado, without regard to principles of conflict of laws, will govern these Terms of Use and any dispute of any sort that might arise between You and ZenOperative. You agree not to commence or prosecute any action in connection therewith other than in the state and federal courts located in Denver, Colorado, and You hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts of Colorado.
Indemnity. You agree to indemnify and hold ZenOperative, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners, and employees, harmless from and against any loss, liability, claim, demand, damages, costs, and expenses, including reasonable attorneys fees, arising out of or in connection with any use of the Website and/or the Service, Your conduct in connection with the Website, or with other users of the Website, or any violation of this Agreement or of any law or the rights of any third party.
No Assignment. No modification or amendment of this Agreement shall be valid unless in writing. Oral changes have no effect.
Successors and Assigns. Rights and obligations created by this contract shall be binding upon and inure to the benefit of the parties hereto, their successors and assigns.
Number and Gender. Whenever used, the singular number shall include the plural, the plural the singular, and the use of any gender shall include all genders.
Definitions and Constructions. Unless otherwise specified, the terms "includes", "including", "e.g.,", "for example", and other similar terms are deemed to include the term "without limitation" immediately thereafter. Terms used in this Agreement with the initial letter(s) capitalized will have the meaning attributed to them in this Agreement.
Entire Agreement. This Agreement and any operating rules for ZenOperative established by ZenOperative constitute the entire agreement of the parties with respect to the subject matter hereof.
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