LEGAL

The following terms and conditions constitute a legally binding agreement (the “Agreement” or “Terms and Conditions”) between you and ZeniraBI. You are agreeing to these Terms and Conditions, and requesting and agreeing to pay for Services from ZeniraBI, when you either (a) agree to or sign any Statement of Work that identifies these Terms and Conditions (each, an “SOW”), or (b) agree to or sign a written Acceptance of a proposed SOW, or (c) make payment on any invoice that references an SOW. 

Your Agreement with ZeniraBI incorporates and includes any such SOW, any written Acceptance, and the most current form of the Terms and Conditions located at https://www.zenirabi.com/legal (the “Legal Site”), which terms and conditions may be revised by Zenira Business Intelligence with or without notice. Accordingly, you agree that you are responsible for regularly reviewing the Legal Site in order to be aware of and comply with all of the terms and conditions of your agreement with ZeniraBI.

IMPORTANT DEFINITIONS

When used in these Terms and Conditions:

“Zenira Business Intelligence” is a global alliance among the business entities identified herein as the Member Entities. Zenira Business Intelligence is an alliance and is not a joint venture, partnership, company or corporate entity of any kind.

“ZeniraBI” or the “Contracting Member” means the Member Entity of Zenira Business Intelligence alliance that is identified in an SOW or Acceptance as the Contracting Member for purposes of that SOW. Therefore, as to any SOW, your agreement under these terms and conditions are with the identified Contracting Member, and the Contracting Member is a Party to this Agreement. These terms and conditions may also refer to the Contracting Member as “we,” “us,” or some other form of the first-person plural.

“Member Entities” are the companies which are members of, and which have formed, the Zenira Business Intelligence alliance. The Member Entities are:

• D Brown Consulting, of Lagos State, Nigeria 

• Tbrown Consulting Ltd. of London, England, UK 

• Equal Intent Pty Ltd, of Gold Coast, NSW, Australia 

• LeadGood, LLC, of Pennington, NJ, USA 

• TepFu Coaching and Consulting Services Ltd., t/a TepFu, of London, England, UK

“Client” means the entity or entities identified in the applicable SOW as the Client(s). Such Client is a Party to this Agreement. Throughout this Agreement, the Client will be referred to as “Client,” “you,” or some other form of the second-person singular or plural.

This Agreement set forth the terms and conditions pursuant to which you obtain, license, purchase, or use (“Purchase”) any coaching, training, consulting, advice, deliverables, or any other services offered or sold by ZeniraBI or Zenira Business Intelligence (collectively, “Services”). You acknowledge that ZeniraBI has no obligation to enter into this Agreement, and that ZeniraBI may terminate or revise this Agreement without prior notice. In event of a conflict between these Terms and Conditions and any other part of your Agreement with ZeniraBI, these Terms and Conditions shall control.

PLEASE BE ADVISED THAT PROVISIONS IN THIS AGREEMENT GOVERN HOW CLAIMS YOU AND ZENIRABI HAVE AGAINST EACH OTHER CAN BE BROUGHT, INCLUDING PROVISIONS REQUIRING YOU TO SUBMIT CLAIMS YOU HAVE AGAINST ZENIRABI OR ZENIRA BUSINESS INTELLIGENCE TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP, OR REPRESENTATIVE ACTION OR PROCEEDING. THIS AGREEMENT ALSO CONTAINS PROVISIONS BY WHICH YOU WAIVE SUBSTANTIAL RIGHTS TO POTENTIAL REMEDIES AND BY WHICH YOU AGREE TO HOLD ZENIRABI AND ZENIRA BUSINESS INTELLIGENCE HARMLESS AGAINST CERTAIN CLAIMS. IF YOU DO NOT WISH TO AGREE TO THESE PROVISIONS AND THIS AGREEMENT IN ITS ENTIRETY, DO NOT INDICATE THAT YOU AGREE TO THESE TERMS AND CONDITIONS AND DO NOT EXECUTE OR ACCEPT ANY SOW.

PLEASE ALSO KEEP IN MIND THESE IMPORTANT MATTERS:

• ZENIRABI SERVICES ARE CUSTOMIZED. OUR SERVICES PRIMARILY AND INHERENTLY INVOLVE COACHING, CONSULTING, AND GENERAL, RATHER THAN EXPERT OR FIDUCIARY, ADVICE, BASED SUBSTANTIALLY ON INFORMATION YOU PROVIDE TO ZENIRA BUSINESS INTELLIGENCE; THE NATURE OF OUR SERVICES PLACES THE ULTIMATE RESPONSIBILITY ON YOU TO PROVIDE ZENIRA BUSINESS INTELLIGENCE WITH ACCURATE INFORMATION ON A TIMELY BASIS, AND TO EVALUATE OUR SERVICES AND HOW TO APPLY THEM AND MAKE YOUR BEST EFFORT TO GET VALUE FROM OUR SERVICES. WE DO NOT AND CANNOT GUARANTEE THE ACCURACY OF OUR DELIVERABLES AND WE DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF SERVICES. THEREFORE, ALL SERVICES ARE SOLD “AS IS” AND ALL SALES ARE FINAL AND ALL PAYMENTS ARE NON-REFUNDABLE.

• ZENIRABI PROVIDES SERVICES IN GOOD FAITH; HOWEVER, NEITHER ZENIRABI NOR ZENIRA BUSINESS INTELLIGENCE PROVIDE WARRANTIES OR GUARANTEE THE QUALITY OR SAFETY OF ANY SERVICE. CONSEQUENTLY, NEITHER ZENIRABI NOR ZENIRA BUSINESS INTELLIGENCE SHALL BE UNDER ANY LIABILITY WHATSOEVER, AND THEY EXCLUDE TO THE FULLEST EXTENT PERMITTED BY LAW ALL LIABILITY TO CLIENT FOR ANY CAUSE (INCLUDING OUR OWN FAULT OR NEGLIGENCE) OR IN RESPECT OF ALLEGED WARRANTIES, DEFECTS, DELAYS, SAFETY, AVAILABILITY OR CONSEQUENTIAL DAMAGES, AMONG OTHERS. ZENIRABI AND ZENIRA BUSINESS INTELLIGENCE SPECIFICALLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

• ZENIRA BUSINESS INTELLIGENCE SERVICES, INCLUDING THE COACHING AND CONTENT WE OFFER, ARE UNIQUE, AND ARE THE RESULT OF OUR EXPERIENCE, RESEARCH, AND INVESTMENT. THEY ARE FOR YOUR USE ONLY. EXCEPT AS EXPRESSLY PERMITTED BY YOUR SOW, YOU MAY NOT AND SHALL NOT COPY, RESELL, OR REDISTRIBUTE ANY PART OF OUR SERVICES. 

• EXCEPT AS EXPRESSLY PERMITTED BY YOUR SOW, ALL INTELLECTUAL PROPERTY RIGHTS IN ANY PURCHASE AND SERVICES ARE AND SHALL REMAIN THE SOLE PROPERTY OF ZENIRA BUSINESS INTELLIGENCE. YOU ARE NOT AUTHORIZED OR LICENSED TO, AND YOU SHALL NOT, PRODUCE, MANUFACTURE, COPY, SELL, OR DESIGN SIMILAR GOODS, SERVICES, OR ANY OTHER DERIVATIVE WORKS BASED ON ZENIRA BUSINESS INTELLIGENCE’S INTELLECTUAL PROPERTY RIGHTS.

(The foregoing includes a summary of certain provisions in this Agreement; please also see the full text of this Agreement.)

ADDITIONAL DEFINITIONS

In these Terms and Conditions, unless otherwise stated explicitly and in addition to other terms defined throughout this Agreement, the following definitions shall apply:

"Force Majeure" means circumstances beyond the relevant party’s control, including but not limited to acts of God, weather conditions, restrictions imposed by governmental authorities or private parties, actions by third parties,  war, civil unrest, terrorist attack, strike, governmentally declared pandemic, lock-out or other industrial or union action, and transport, supply-chain or computer issues including any failure or breakdown of related systems upon which the Purchase or the production of ZeniraBI Services is dependent.

“IPR” means any and all intellectual property rights including copyright, moral rights, database rights, confidential information, trade secrets, know-how, and all other intellectual property and proprietary information rights as may exist now or hereafter come into existence; all modifications, continuations, renewals and extension of any of the foregoing arising under the laws of any country, state, or jurisdiction in the world.

"Purchase Period" means the period specified as such in the SOW, if any.

"Password" means the unique characters used, if any, to obtain access to portions of the ZeniraBI Site.

"Delivery Date" means the estimated date of delivery for ZeniraBI Services being Purchased, as stated in the SOW.

"Purchase Fee" means the price or total fee of each ZeniraBI Service specified in the SOW, as amended from time to time in accordance with this Agreement.

PAYMENT OF FEES

ZeniraBI may, in its discretion, require Client to pay some or all of the Purchase Fee in advance, or to pay such Purchase Fee into an escrow account. To the extent that Client has not paid the Purchase Fee by e-commerce or other advance means, ZeniraBI shall send Client an invoice for the Purchase Fee as soon as reasonably practicable after execution of the SOW. ZeniraBI reserves the right to also invoice Client pursuant to ZeniraBI’s usual pricing, with advance notice, to correct errors or account for additional purchases or costs. Any invoice shall become payable immediately and shall be due and paid in full by Client within 14 days of receipt by Client. 

To the greatest extent permitted by New Jersey law, all sales of ZeniraBI Services are final and “as is” and all Purchase Fees are non-refundable, in whole or in part, regardless of whether or when this Agreement is terminated. ZeniraBI may, in its sole discretion, reschedule Services, events or activities, and in the event of a change of schedule ZeniraBI may or may not, in its sole discretion, refund all or some of any payments received.

The amounts payable by Client under this Agreement are exclusive of all sales tax or other similar tax which (if applicable) shall also be paid by Client. Client shall pay all amounts payable by it under this Agreement free and clear of all deductions or withholdings unless the law requires a deduction or withholding. If a deduction or withholding is required by law, Client shall pay such additional amount as will ensure that the net amount ZeniraBI receives (after account is taken of any such deduction or withholding in respect of the additional amount) equals the full amount which it would have received had the deduction or withholding not been required. ZeniraBI shall comply with all reasonable requests from Client to file, or to provide Client with, such forms, statements or certificates as shall enable ZeniraBI or Client to claim a reduced rate of tax or exemption.

Client’s account shall be deemed delinquent if any invoiced amounts that are not disputed in writing and in good faith remain unpaid 15 days after the invoice date. ZeniraBI shall be entitled to charge a fee to cover additional administrative costs in an amount equal to one and one-half percent (1-1/2%) of the outstanding delinquent amount per month, and to recover, from Client, ZeniraBI’s costs and attorney’s fees incurred to collect such delinquent amounts. In addition, ZeniraBI reserves the right to deactivate or suspend Client’s Purchase if Client’s account remains delinquent more than thirty (30) days after payment is due.

LICENSE AND INTELLECTUAL PROPERTY RIGHTS

SERVICES, INCLUDING THE ADVICE AND CONTENT WE OFFER, ARE UNIQUE, AND ARE THE RESULT OF OUR EXPERIENCE, RESEARCH, AND INVESTMENT. THEY ARE FOR YOUR USE ONLY. 

Zenira Business Intelligence is the owner of the name and trademark “ZeniraBI” the ZeniraBI logo, and you may not use the IPR in those items except with our permission and in reference to us and our Services.

ZeniraBI acknowledges that Client already owns or has rights to various content, trademarks, service marks, logos, artwork, copyrighted works, and other intellectual property (your “Pre-Existing Property”). Client hereby licenses ZeniraBI to use your Pre-Existing Property to the extent necessary and efficient for ZeniraBI to perform its Services; otherwise, ZeniraBI makes no claim and through its work gains no ownership of your Pre-Existing Property.

EXCEPT AS EXPRESSLY AND EXPLICITLY PERMITTED BY YOUR SOW:

• YOU MAY NOT AND SHALL NOT COPY, RESELL OR REDISTRIBUTE ANY PART OF OUR SERVICES. 

• ZeniraBI grants to Client a personal, limited, revocable, non-transferable, non-assignable, non-sublicense-able, and non-exclusive license to access and use the IPR contained in, represented by or associated with the ZeniraBI Service being Purchased (collectively, “the ZeniraBI IPR”) for Client’s personal use only. 

• All ZeniraBI IPR in or used in connection with the Purchase are and shall remain the sole property of Zenira Business Intelligence and its licensors. 

• Client and its users shall not copy, duplicate, distribute, reverse-engineer, reverse-compile, disassemble, record, modify or otherwise reproduce any part of the Purchase or ZeniraBI IPR, nor attempt to do any of the foregoing, without obtaining prior written approval of ZeniraBI.  

ZeniraBI hereby assigns to Client ONLY the final Deliverables and the final form of any other work ZeniraBI does for Client, upon receipt by ZeniraBI of full payment for such work. Otherwise, ZeniraBI retains all rights to all drafts, templates, forms, methods, unpaid deliverables, know-how, and all other forms of writings, editing, research, artwork, software, work product, compilations, and any other creation of intellectual property or anything of a similar nature that ZeniraBI or ZeniraBI’s team creates or produces, or that relate to or arise from the services ZeniraBI performs for Client (“ZeniraBI Drafts, Forms and Working Papers”). ZeniraBI retains the derivative use of and rights in and to such material and retains complete rights for the future use and exploitation of such material.

Except for Client’s rights in the final Deliverables as set forth above and/or in the applicable SOW, Client acknowledges that (1) the ZeniraBI IPR and any modifications, compilations or derivative works, whether in tangible or intangible form and (2) any embodiments of the ZeniraBI IPR that may be generated by Client or others whether pursuant to or in violation of this Agreement are deemed to be the sole and exclusive property of Zenira Business Intelligence.  Subject to the limited license granted to Client by ZeniraBI under this Agreement, Zenira Business Intelligence reserves all of its right, title, and interest in the ZeniraBI IPR and any and all patent rights, copyrights, trademarks, trade secrets, and all other IPR inherent in or in connection with ZeniraBI Services and the ZeniraBI Site. This Agreement is non-exclusive and ZeniraBI and Zenira Business Intelligence may enter into similar agreements with other individuals or entities at its sole discretion. Client is not authorized or licensed to, and shall not, produce, sell, or design similar services or any other derivative works based on ZeniraBI’s IPR. 

Zenira Business Intelligence retains exclusive editorial control over the ZeniraBI Site and ZeniraBI Services and may make administrative, editorial, artistic, or operational decisions it deems necessary or helpful in the normal course of business.  

ZENIRABI’S LIMITED DUTIES

ZeniraBI represents and warrants only that it will provide coaching and consulting services in a good and workmanlike manner. If an error, mistake, or defect appears in Services or on the ZeniraBI Site, regardless of its origin or the extent of ZeniraBI’s or Zenira Business Intelligence’s culpability or negligence therefore, your sole remedy and ZeniraBI’s and Zenira Business Intelligence’s sole liability will be for ZeniraBI, when reasonably practicable, to use commercially reasonable efforts to repair or replace the Purchased Service in a manner that corrects the defect or error in ZeniraBI’s reasonable discretion.

Neither Zenira Business Intelligence nor ZeniraBI is responsible for the actions, errors, or omissions of you or of any third party, whether or not associated with ZeniraBI Services. 

WE DO NOT GUARANTEE AND DO NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF ZENIRABI SERVICES.

The scope of ZeniraBI Services is strictly limited to those set forth in the applicable SOW. ZeniraBI does not provide legal representation, and the scope of ZeniraBI Services do not include legal, accounting or taxation services or advice. Accordingly, you are urged to retain your own independent counsel and to have such counsel review the ZeniraBI Services and this Agreement.

If ZeniraBI does provide Services beyond the scope of the applicable SOW, ZeniraBI may invoice you for such additional Services at our “Usual Rates” and you agree that you shall timely pay such invoice.

ZeniraBI will also invoice Client, or seek payment in advance, in our discretion, for our reasonable out-of-pocket expenses related to or arising from our work for you (such as travel expenses, mileage, fees, transcription services, postage and shipping, printing, substantial telephony expenses, faxes, per diem fees related to travel and physical appearances, etc.). We will endeavor to obtain your advance approval for any such expense greater than $2500.

We may invoice you for payment up to 10 days in advance of the anticipated occurrence of a payment milestone, and/or monthly payment date, as applicable. Payment on an invoice will be due within 10 days of the date of the invoice, unless prior to that date you convey any good faith dispute you may have with that invoice to us, in writing.

ZeniraBI charges 12% simple annual interest on all balances (except those duly disputed) remaining unpaid more than 20 days past that, and we reserve the right to suspend work if you do not pay us within 30 days of when payment is due. Of course, you will be responsible for all of our costs, expenses, and reasonable attorney fees if we need to undertake efforts to collect past-due amounts.

CLIENT’S DUTIES

Client and its principals are jointly and severally responsible to pay all Purchase Fees, fees and payments specified in any SOW, and any and all invoices from ZenriaBI, on a timely basis. 

Client represents and warrants that (i) all information provided by you in the SOW, or as a result of the SOW, or related to our provision of Services, is in all respects complete, truthful, and accurate; and (ii) that you are responsible for all your acts and omissions.

Client represents and warrants that it shall at all times:

• Only use the Purchase and any ZeniraBI Service for personal purposes.

• Not allow anyone under 18 to use any ZeniraBI Service.

• Be wholly responsible for Client’s travel and transportation to the location of Services and any related activities;

• Be wholly responsible for the use and safety of any ZeniraBI Service, and all damages, injuries, or costs arising therefrom.

• Fully comply with all applicable laws, regulations and authorities, and exercise best efforts to take all steps to cooperate with ZeniraBI and Zenira Business Intelligence (including in executing additional documents) to assure such compliance.

• Fully ensure Client’s own risks arising from the use of ZeniraBI Services, including but not limited to the risk of loss in shipping and transport.

• Not copy ZeniraBI Services or part thereof or transfer, sell, loan, rent, lease, or assign any ZeniraBI IPR.

• Not duplicate, modify, or distribute, reverse engineer, create derivative works of, decompile, disassemble, translate, transmit, arrange, modify, copy, bundle, sell, sub-license, export, transfer, loan, rent, lease, assign, or adapt any portion of the ZeniraBI IPR, nor merge or incorporate it with any other software nor permit any third party to do so, except solely to the extent permitted by applicable law.

• Not impersonate any person or entity, nor create or use any “fake” account, nor create a profile with inaccurate, untruthful or fictitious information about you or any other purported person;

• Neither stalk, threaten, nor otherwise harass any person, or carry any weapons;

• Maintain all security measures as may be reasonably required to prevent unauthorized access copying of the Purchase and ZeniraBI IPR.

• Not in any circumstances use, nor allow any third party to use, any automated software, process, program, robot, web crawler, spider, data mining, machine learning, trawling, “screen scraping” or other similar software (regardless of whether or not the resulting information would then be used for its internal purposes) regarding ZeniraBI IPR or Services.

• Not transfer or sell your ZeniraBI account, password and/or identification (if any) to any other party;

• Not discriminate against, taunt or insult, bully or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation, or any category or distinction protected by applicable law; or

• Comply with all these Terms and Conditions; to the extent of any conflict, the provision most protective of ZeniraBI’s and Zenira Business Intelligence’s property and rights shall govern.

• Promptly upon becoming aware of any breach of this provision notify ZeniraBI thereof.

Client shall immediately notify ZeniraBI of any attempt of which Client has knowledge by any person or entity: (1) to act in an unsafe manner or to fail to fully comply with all safety guidelines and instructions or other applicable law, regulation or authority; (2) to use, distribute, sell, sublicense, or disclose any part of the Purchase or ZeniraBI IPR without authorization of ZeniraBI; or (3) to make an unauthorized copy or modification of, reverse assemble, reverse compile or to otherwise reverse engineer any part of the Purchase or ZeniraBI IPR.

Client shall immediately notify ZeniraBI upon learning of any potential infringement or misappropriation by third parties of any of Confidential Information or IPR of ZeniraBI. Zenira Business Intelligence shall have the sole right and discretion to institute and conduct any legal action against, and/or settlement with, any and all actual or potential third-party infringers or misappropriators of Confidential Information or IPR of ZeniraBI and Client will cooperate with Zenira Business Intelligence, in connection with any action taken by ZeniraBI against such actual or potential infringers or misappropriators. Zenira Business Intelligence shall have no obligation to Client to institute suit against any particular infringer or misappropriator. Client agrees that any infringement or misappropriation of IPR or Confidential Information of Zenira Business Intelligence will cause Zenira Business Intelligence irreparable injury and Client will not contest preliminary or permanent injunctive relief in this case.  Any recovery of damages or attorney fees will belong to ZeniraBI.

Client agrees to indemnify, defend and hold harmless ZeniraBI, Zenira Business Intelligence, and their respective officers, directors, employees, reporters, contributors, researchers, affiliates, subsidiaries, agents, successors and assigns, from and against any and all claims, suits, actions, demands, or proceedings and all damages, losses, costs, expenses or settlement fees incurred in connection with any of the foregoing (including reasonable attorneys’ fees and costs), arising out of or relating to (i) the breach of or default by Client under any representations or warranties contained in this Agreement; (ii) non-compliance by Client with laws, statutes, rules, regulations, directives, or guidance of governmental or self-regulatory bodies anywhere in the world, or (iii) the infringement, misappropriation or other violation of copyrights, trademarks, trade secrets, rights of privacy or publicity or other ZeniraBI IPR that may arise from or relate to the Purchase.

Client acknowledges and accepts as reasonable that the undertakings given in the Terms and Conditions are of material importance to ZeniraBI and Zenira Business Intelligence, and that ZeniraBI has entered into this Agreement in reliance on these undertakings. Client acknowledges that Services has been developed by Zenira Business Intelligence through substantial amounts of work, time, and expense. Accordingly, Client acknowledges that without affecting any rights or remedies that ZeniraBI and Zenira Business Intelligence may have, damages would not be an adequate remedy for any breach by Client of the Terms and Conditions and that ZeniraBI and Zenira Business Intelligence shall be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of Terms and Conditions, and that no proof of special damages shall be necessary for the enforcement of this clause.

ZeniraBI may immediately and without refund terminate any Purchase, Services, SOW or License if Client: repeatedly fails to fully follow instructions or guidelines; breaches any warranty or representation; becomes insolvent; enters into any kind of composition, scheme of arrangement, compromise, or arrangement with its respective creditors generally (or any class of them) save for the purposes of a bona fide reorganization; or is unable to pay its debts; or is the subject of an order for the seizure of the assets or a substantial part thereof of that party made by any court having jurisdiction.

Termination for any reason shall not relieve Client of its obligations to make any payments due to ZeniraBI which are outstanding as of the date of termination. Termination shall not affect any accrued rights of either party existing as of the date of termination. Notwithstanding the termination of Client’s Purchase for any reason, all other provisions of this Agreement shall remain in full force and effect, including but not limited to these Terms and Conditions.

LIABILITY

ZeniraBI, Zenira Business Intelligence, and its agents produce Services in good faith; however, Client acknowledges that ZeniraBI and Zenira Business Intelligence do not guarantee the quality of any ZeniraBI Service. Consequently, ZeniraBI and Zenira Business Intelligence shall not be under, and excludes to the fullest extent permitted by law: (a) all liability for or any liability whatsoever, for any cause (including our own fault or negligence) or in respect of defects, delays, safety, availability or consequential damages, among others; (b) delays in providing ZeniraBI Service or non-availability thereof; or (c) Client’s loss of profit, business revenue, goodwill and anticipated savings and other consequential and special damages. CLIENT IS WHOLLY RESPONSIBLE FOR THE SAFETY OF AND/OR HAZARDS ARISING FROM THE USE OF ZENIRABI SERVICES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ZENIRABI, ZENIRA BUSINESS INTELLIGENCE, OR THE MEMBER ENTITIES, OR ITS OR THEIR EMPLOYEES, AGENTS, ATTORNEYS, CONSULTANTS, CONTRIBUTORS, OR CONTRACTORS BE LIABLE UNDER THIS AGREEMENT FOR ANY CONSEQUENTIAL, SPECIAL, LOST PROFITS, INDIRECT OR OTHER DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF DATA, DAMAGE FOR EXPOSURE OF PERSONAL OR IDENTIFYING INFORMATION, LOSS OF BUSINESS, COST OF COVER WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF ZENIRABI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. 

IN ANY EVENT, ZENIRABI’S, ZENIRA BUSINESS INTELLIGENCE’S, ITS MEMBERS’, AND THEIR OR ITS EMPLOYEES’, AGENTS’, ATTORNEYS’, CONSULTANTS’, CONTRIBUTORS’ OR CONTRACTORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ANY CLAIM SHALL BE STRICTLY LIMITED TO $100.00. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. You acknowledge that ZeniraBI has entered into this Agreement in reliance upon the limitations of liability set forth herein and that the same is an essential basis of the bargain between the parties.

Notwithstanding any other provision of this Agreement, neither party excludes or limits liability to the extent that the same may not be excluded or limited under governing law.

Client shall not remove, obscure, or deface any proprietary legend relating to ZeniraBI’s rights, or safety or use instructions, on or from any tangible embodiment of the Purchase.  If Client is permitted to make any copies of the Purchase in whole or in part, Client shall mark all such copies with ZeniraBI’s proprietary legends.

GENERAL

ZeniraBI shall not be under any liability to any other party for any breach of this Agreement or impact on or change of Services that arises by reason of Force Majeure.

Client acknowledges that it is liable for the acts of Client and representations made by Client upon which ZeniraBI and Zenira Business Intelligence relies in providing goods or services under this Agreement. Client is wholly responsible for the accuracy and quality of any specifications, information or measurements that Client, or Client’s agents and contractors, provide to ZeniraBI and Zenira Business Intelligence, and for the timeliness thereof. Client is further responsible and wholly liable for Client’s compliance with all applicable law.

This Agreement is binding upon and shall inure to the benefit of the respective permitted successors and/or assigns of the parties hereto.

ZeniraBI and Zenira Business Intelligence may identify Client in its marketing and other public communications and may use generally available versions of Client’s trademarks and logos for such purposes. Otherwise, each party shall refrain from using the other party’s brand, trademarks, logos, slogans, names or other indicia or identity for purposes of marketing and promoting its own services, unless otherwise permitted in a separate agreement. (ZeniraBI and Zenira Business Intelligence may also use certain data from and regarding Client for its own marketing and advertising and share that data with third parties for their marketing and advertising purposes.)

Client agrees that during the term of this Agreement and for a period of one (1) year after termination of this Agreement, Client shall not solicit or hire, discuss employment or consultancy, or hire any employee of or contributor to of Zenira Business Intelligence, either directly or indirectly, without written authorization of ZeniraBI.

Client shall not participate in the creation or sale of any other commercially available Services or other goods similar to ZeniraBI Services for a period of four (4) years after the Purchase.  For the purpose of this sub-section, “creation and sale” includes the preparations for operating a business competing with Zenira Business Intelligence including but not limited to formulation of a business plan, soliciting, interviewing or hiring employees, soliciting or obtaining financing, equipment or facilities. ZeniraBI and Client agree that violation of this covenant shall cause irreparable injury to Zenira Business Intelligence and Client will not oppose injunctive relief as recourse to such violation. ZeniraBI shall be entitled to seek immediate injunctive relief in a court or agency of competent jurisdiction for breach of this provision without waiver of or regard for the dispute resolution procedures or the notice and cure provisions of this Agreement.

DISPUTES

To the extent permitted by applicable law, you must give Notice of any dispute or Claim against ZeniraBI or Zenira Business Intelligence at least 90 days before pursuing or filing any other remedy in law or equity. “Notice” by you, for purposes of this Agreement, means a writing delivered to ZeniraBI by certified mail, including the claimant’s name, address, daytime telephone number, email address, and a reasonably complete statement of the nature of and grounds for the Claim. Such complete and timely notice is a condition precedent to your right to pursue any remedy or Claim against ZeniraBI or Zenira Business Intelligence or any Member Entity. Any Notices to you shall be provided to you via the email address or by regular mail to the physical address you provide to ZeniraBI during the registration process.

YOU AND ZENIRABI MUTUALLY AGREE TO WAIVE OUR RESPECTIVE RIGHTS TO RESOLUTION OF DISPUTES IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTE BY ARBITRATION, as set forth below. This agreement to arbitrate (“Arbitration Agreement”) is governed by the Federal Arbitration Act and survives after this Agreement terminates or your relationship with ZeniraBI ends. ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. Except as expressly provided below, this Arbitration Agreement applies to all Claims (defined below) between you and ZeniraBI, or between you and Zenira Business Intelligence, including our members, affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders. 

Except as expressly provided below, ALL DISPUTES AND CLAIMS BETWEEN US (EACH A “CLAIM” AND COLLECTIVELY, “CLAIMS”) SHALL BE EXCLUSIVELY RESOLVED BY BINDING ARBITRATION SOLELY BETWEEN YOU AND ZENIRABI. These Claims include, but are not limited to, any dispute, claim or controversy, whether based on past, present, or future events, arising out of or relating to: this Agreement and prior versions thereof (including the breach, termination, enforcement, interpretation or validity thereof), ZeniraBI Site, ZeniraBI Services, any other goods or services made available through the ZeniraBI Site, a Purchase, your relationship with ZeniraBI or Zenira Business Intelligence, the threatened or actual suspension, deactivation or termination of your Account or this Agreement, payments made by you or any payments made or allegedly owed to you, any promotions or offers made by ZeniraBI, any city, county, state or national wage-hour law, trade secrets, unfair competition, compensation, breaks and rest periods, expense reimbursement, wrongful termination, discrimination, harassment, retaliation, fraud, defamation, emotional distress, breach of any express or implied contract or covenant, claims arising under federal or state consumer protection laws; claims arising under antitrust laws, claims arising under the Telephone Consumer Protection Act and Fair Credit Reporting Act; and claims arising under the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Older Workers Benefit Protection Act, Family Medical Leave Act, Fair Labor Standards Act, and state statutes, if any, addressing the same or similar subject matters, and all other federal and state statutory and common law claims. All disputes concerning the arbitrability of a Claim (including disputes about the scope, applicability, enforceability, revocability or validity of the Arbitration Agreement) shall be decided by the arbitrator, except as expressly provided below.

BY AGREEING TO ARBITRATION, YOU UNDERSTAND THAT YOU AND ZENIRABI ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS, EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS ARBITRATION AGREEMENT. This Arbitration Agreement is intended to require arbitration of every claim or dispute that can lawfully be arbitrated, except for those claims and disputes which by the terms of this Arbitration Agreement are expressly excluded from the requirement to arbitrate.

All disputes arising out of or in connection with this Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said Rules. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Claims shall be heard by a single arbitrator. The place of arbitration shall be Princeton, New Jersey. The arbitration shall be governed by the laws of the State of New Jersey and conducted in English. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.

YOU UNDERSTAND AND AGREE THAT YOU AND ZENIRABI MAY EACH BRING CLAIMS IN ARBITRATION AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT ON A CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE BASIS (“CLASS ACTION WAIVER”). YOU UNDERSTAND AND AGREE THAT YOU AND ZENIRABI BOTH ARE WAIVING THE RIGHT TO PURSUE OR HAVE A DISPUTE RESOLVED AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING. NOTWITHSTANDING THE FOREGOING, THIS SUBSECTION (B) SHALL NOT APPLY TO REPRESENTATIVE PRIVATE ATTORNEYS GENERAL ACT CLAIMS BROUGHT AGAINST ZENIRABI, WHICH ARE ADDRESSED SEPARATELY IN SECTION 17(C).

The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on any basis other than an individual basis. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on a class, collective, or representative basis. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claims. 

As the sole and limited exception to this section on Disputes, ZeniraBI may seek immediate injunctive relief in any court or agency of competent jurisdiction to protect its IPR, without regard for or waiver of the dispute resolution provisions in this section.

OTHER TERMS

We agree and deem that all performance by ZeniraBI and Zenira Business Intelligence under this Agreement occurs in the United States. You must make all payments due in US funds and to accounts within the US. If you are not located in the United States, or transfer your data through another country, by using the ZeniraBI Site or receiving ZeniraBI Services you are hereby consenting voluntarily to the transmittal, processing and use of your data in the United States; if you do not so consent, you are not permitted to use the ZeniraBI Site or Services.

This Agreement shall be governed by the laws of the State of New Jersey without regard to choice of law principles. If any provision of this Agreement is or becomes invalid or non-binding, the parties shall remain bound by all other provisions of this Agreement. In that event, the parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement. ZeniraBI may assign this Agreement, in whole or in part, in its discretion. You shall not assign any of its rights, obligations or benefits under this Agreement. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. The words “include”, “includes” and “including” are deemed to be followed by the words “without limitation.” A party’s failure to act with respect to a breach by the other party does not constitute a waiver of the party’s right to act with respect to subsequent or similar breaches. This Agreement sets forth the entire understanding and agreement between you and ZeniraBI (and between you and Zenira Business Intelligence and its Member Entities) with respect to the subject matter hereof and supersedes all previous understandings and agreements between the parties, whether oral or written.