Zita Terms and Conditions: Your User Agreement

Terms of Use & Subscriber Agreement

This Terms of Use & Subscriber Agreement (“Terms”) is a legally binding agreement between Zita Corp (“Zita Corp"), a product/system/software/application/software as a Service owned and represented by the parent company Sense7AI, Inc, a Delaware corporation and you, as an Employer (including employers, recruiting firms, staffing agencies, and recruiters) or Job Candidate (collectively, “User”) of this web site, including all information, products, services, software, databases, and web site available from Zita Corp or offered as part of or in conjunction with the web site located at  https://www.zita.ai (collectively, the “System”). 

THE TERMS APPLY TO YOU IF YOU HOLD AN ACCOUNT WITH US AS AN USER, IF YOU PURCHASE THE SERVICE AS SUBSCRIPTION, OR IF YOU OTHERWISE USE THE SERVICE. PLEASE READ THEM CAREFULLY BEFORE USING THE SERVICE OFFERED AS PART OF OR IN CONJUNCTION WITH THE WEB SITE LOCATED AT https://www.zita.ai , COLLECTIVELY, THE “SYSTEM”.

By accessing information on this System, User acknowledges that User has read, understood, and agrees to comply with the terms of this Agreement. By using the System as a Job Candidate, Employer, and/or submitting any content, User agrees to be bound by and comply with this Agreement. IF YOU DO NOT WISH TO BE BOUND BY THIS AGREEMENT, DO NOT USE THE SYSTEM. 

You understand and agree that the System is provided to you on an “AS IS” and “AS AVAILABLE” basis. Zita Corp reserves the right to modify, suspend or discontinue the System with or without notice at any time and without any liability to you.

TERMS APPLICABLE TO EMPLOYERS

Eligible Subscribers of Zita Corp

Subscriptions to Zita Corp are limited to Employers. Zita Corp reserves the right to determine, in its sole discretion, whether a firm meets the eligibility requirements for subscriptions. The Service offered is on a software-as-a-service subscription basis subject to the Terms. Zita Corp retains all rights to the Service. We may change the Service in our sole discretion from time to time as we refine it and add more or other features. We may also stop, suspend, or modify the Service at any time without prior notice to you, in any circumstances we reasonably determine to be necessary, including but not limited (i) to perform essential repairs/maintenance to the Service; (ii) where your use of the Service is in breach of your obligations under this agreement; (iii) where payment of the fees for the Service are not paid in a timely manner. We also may impose limitations on bandwidth usage for the Service as we, in our sole discretion, determine to be appropriate.

You acknowledge and agree that the Service operates on, or with, or using application programming interfaces (“APIs”) and/or other services operated or provided by third parties (“Third Party Services”). Zita Corp is not responsible for the operation of any Third Party Services, nor the availability or operation of the Service to the extent such availability and operation is dependent upon Third Party Services. You are solely responsible for procuring any and all rights necessary to access Third Party Services and for complying with any applicable terms or conditions thereof. Zita Corp does not make any representations or warranties with respect to Third Party Services. Any exchange of data or other interaction between you and Third Party Services is solely between you and that third party, and is governed by such third party’s terms and conditions. 

Subscription Terms

All subscription offers are made to eligible, qualified, Employers. As the expiration date of an Employer’s subscription term approaches, the Employer may be invoiced for a new subscription term. If the invoice is paid, the subscription and its associated benefits will continue; otherwise, the subscription will become inactive on its expiration date. When a subscription becomes inactive, all features, services, and benefits of the subscription cease. These may include but are not limited to: jobs entered in the System, distribution of jobs, web pages maintained by the System, resume-forwarding services.

The inclusion of any paid services on the Site does not imply or warrant that these paid services will be available at the time of use or purchase.

Right of Revision

Zita Corp reserves the right of revision, without notice, liability, penalty, or limitation, to (i) change any paid service descriptions, pricing, features, and images, (ii) limit the quantity, availability, and sale of any paid services, and (iii) modify or discontinue any paid services at any time. 

Employer Conduct

Employer agrees that all the information accessed by Employer will be used only to allow the Employer to use the services offered by Zita Corp. Employers seeking to fill open, verifiable job positions on behalf of their client or vendor companies may use the System only for lawful purposes. Employers shall upload in the System only genuine, verifiable employment advertisements from Employer’s company or from verifiable companies with which Employer has a direct, explicit agency relationship. Each Employer shall be responsible for the accuracy, timeliness, and completeness of any employment advertisements or candidate profiles its users place in the System. 

Employer represents warrants and covenants that any information or materials uploaded to the System by Employer for use in connection with the System will not violate any laws or regulations or third-party proprietary rights, including, without limitation, copyright, trademark, obscenity, rights of publicity or privacy, and defamation laws. Under the California Consumer Privacy Act (CCPA) and other applicable U.S. data protection laws, we recognize and respect your privacy rights, including the right to access, delete, and opt out of the sale of your personal information. We commit to ensuring the security and protection of the personal information we process. Employer hereby grants Zita Corp a non-exclusive, worldwide, royalty-free license to use these materials and to hyperlink to Employer’s website. 

Specific Prohibited Conduct of Employers

Prohibited Uses of the System include:

• Password Sharing: Use of the System is limited to registered and authorized account holders. Employers can modify the profile and change the authorized person anytime during the valid subscription period. The sharing of passwords or login information is forbidden. Violation of this prohibition will result in an immediate cancellation, without refund, of any remaining portion of the subscription amount. Each Employer must use the login information for his registered Office’s subscription 

• System Abuse(Fair Usage Policy): You agree not to abuse the system resources by posting too many jobs or view excessive resumes beyond the normal business environment. Fair Usage is defined as 3 (three) to 5 (five) requirements or view 100 (one hundred) to 300 (three hundred) resumes per day per user license. Beyond this normal usage on consistent basis will be considered as "Abuse of the system" and will result in immediate termination of access with NO refunds. 

• Commercial Use of System: The reselling of any part of the System or the services or benefits provided by the System is expressly forbidden. All usage of the System must be contracted directly via Zita Corp or one of our authorized affiliates. Reselling of the Zita Corp System or any of i@components without prior, written permission from Zita Corp will result in an immediate cancellation, without refund, of any remaining portion of the subscription amount. Zita Corp reserves the right to take legal action, both civil and criminal, against unauthorized use of the System. 

• Solicitation and Advertising: You agree not to use the System to advertise, or to solicit anyone to buy or sell, products or services, nor to solicit anyone to make donations of any kind, without our express written approval. An Employer shall not mass market or solicit via e-mail, fax, or telephone, or other means to job seekers identified through the candidate resources (including resume databases) or to other Employers. Employers may not post any jobs on the System for any competitor of Zita Corp or post jobs or other content that contains links to any site competitive with Zita Corp. 

• Automatic Searching & Robots:  An Employer shall not use or attempt to use any engine, software, tool, agent, or other device or mechanism (including browsers, spiders, robots, avatars, or intelligent agents) to navigate or search the System.   

• Multiple or Duplicate Postings:  An Employer shall not post duplicate positions, multiple positions within one advertisement, or copy (plagiarize) other employment advertisements or candidate profiles.   

TERMS APPLICABLE TO ALL USERS

User Conduct

Users will not make any other unauthorized use of this System, or any interactive features available on this System. User warrants to Zita Corp and its affiliates that User will not use this System for any purpose that is unlawful or prohibited by these terms, conditions, and notices. The System may be used only for lawful purposes by individuals to network for personal or professional purposes with other individuals. You agree that you are responsible for your own use of the System, for any content you submit to Zita Corp, and for any consequences thereof.    

Specific Prohibited Conduct of Users

Prohibited Uses of the System include:  

• Submitting any incomplete, false or inaccurate biographical information. 

• Deciphering, decompiling, disassembling or reverse engineering any of the software comprising or in any way making up a part of any of the System. 

• Collecting for marketing purposes any email addresses or other personal information that has been posted by other users of the System. 

• Impersonating any person, business or entity, including Zita Corp and its employees and agents or falsely stating or otherwise misrepresenting your affiliation with any person, business or entity, including Zita Corp 

• Violating or infringing the rights of others including, without limitation, patent, trademark, trade secret, copyright, publicity, privacy or other proprietary rights. 

• Taking action to gain or gaining unauthorized access to the System, or any account, computer system, or network connected to the System, by means such as hacking, password mining or other illicit means. 

• Victimizing, harassing, degrading, or intimidating an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability. 

• Encouraging conduct that would constitute a criminal offense or that gives rise to civil liability or that otherwise encourages others to commit illegal activities or cause injury or property damage to any other person. 

• Permitting any person to access, using your account, any features of the System that may require registration. 

• Sending unsolicited commercial email to other individuals. 

• Advertising on the System or commercially soliciting any other individual to purchase goods or services, or give a donation. 

• Violating these Terms, guidelines or any policy posted on the System, or interfering with the use of the System by others.

Although Zita Corp cannot monitor all content on the System, you understand that Zita Corp shall have the right, but not the obligation, to monitor the content of the System to determine compliance with these Terms and any other operating rules that may be established by Zita Corp from time to time. Zita Corp shall have the right, in its sole discretion, to edit, move, delete, or refuse to post any material posted on the System for any reason, including violation of these Terms, whether for legal or other reasons, or because the material is objectionable or stale. Notwithstanding this right of ours, Users shall remain solely responsible for the content they submit. 

You acknowledge and agree that neither Zita Corp nor any of its parent company and affiliates shall assume or have any liability for any action or inaction by Zita Corp with respect to any conduct within the System or any communication or posting on the System. Zita Corp also reserves the right to disclose any information that Zita Corp believes necessary to satisfy any law, regulation or governmental request, or to refuse to post or to remove any information or materials, in whole or in part. Zita Corp does not represent or guarantee the truthfulness, accuracy, or reliability of content or any other communications posted by Users or endorse any opinions expressed by Users. You acknowledge that any reliance on material posted by other Users will be at your own risk. 

If You submit comments, ideas, or feedback to us, You agree that We can use them without any restriction or compensation to You. We do not waive rights to use similar or related ideas or feedback previously known to us, developed by Zita Corp, or obtained from sources other than You. Our Websites may contain functionality (including blogs, forums, and message boards) which allow individuals to upload and post content and comments to our Websites 

Zita Corp requires you not to use the System to violate anyone’s copyright, trademark or other intellectual property rights. By posting or submitting any material to the System, you are warranting and representing that you own or have the right to post or make such submission of the material, or are making your submission or posting with the express consent of the owner, and that no other party has any right, claim, or interest in the material that you have submitted or posted. Submitting or posting material that is the property of another, without the consent of its owner, is not only a violation of these Terms, but may also subject you to legal liability for infringement of copyright, trademark or other intellectual property rights.

User Name / Password

To obtain access to certain services on the System, you may be given an opportunity to register. As part of any such registration process, you will select a user name and a password. You agree that the information you supply during that registration process will be accurate and complete. You also agree not to (i) select, register, or attempt to register, or use a user name of another person with the intention of impersonating that person; (ii) use a user name of anyone else without authorization; (iii) use a user name in violation of the intellectual property rights of any person; or (iv) use a user name that Zita Corp considers to be offensive. 

Zita Corp reserves the right to reject or terminate any user name or password that, in its judgment, it deems offensive. You will be responsible for preserving the confidentiality of your password and will notify Zita Corp of any known or suspected unauthorized use of your account. Further, you agree that you are responsible for all statements made and acts or omissions that occur on your account while your password is being used. If you believe someone has used your password or account without your authorization, you must notify Zita Corp immediately. Zita Corp reserves the right to access and disclose any information including, without limitation, user names of accounts and other information to comply with applicable laws and lawful government requests.

Termination

Users agree that Zita Corp, in its sole discretion, may terminate access to or use of the System, at any time and for any reason, including without limitation, if Zita Corp believes that a User has violated or acted inconsistently with the letter or spirit of this Agreement through the use of or submission to the System. Upon any such termination, User’s right to use the System will immediately cease. You agree that any termination of your access to or use of the System may be effected without prior notice, and that Zita Corp may immediately delete all information and files associated with it, and/or bar any further access to such information or files. User agrees that neither Zita Corp nor any affiliated entity will be liable to you or any third party for any termination of your access to the System or to any such information or files, or will be required to make such information or files available to you after any such termination. 

Corporate Identification and Trademarks

All registered and/or unregistered trademarks and/or service marks (collectively, “Marks”) used or referred to on this System are the property of Zita Corp, unless otherwise noted. User may not use, copy, reproduce, republish, upload, post, transmit, distribute or modify these Marks in any way without Zita Corp’s prior written permission. The use of Zita Corp Marks on any other web site, without authorization, is prohibited.

Privacy

Zita Corp collects information about the Users of this System. The collection of this information is governed by its Privacy Policy, which may be accessed at here 

Content

In order to make use of the Service, you or your users may upload, create, or input information, (personal) data, documentation, and other materials (together, “Content”) into the Service. You have sole responsibility for all Content which you store in the Service, whether publicly posted or privately transmitted by you. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Service or endorse any opinions expressed via the Service. If you use or rely on any Content or materials posted via the Service or obtained by you through the Service, it is at your own risk. Zita disclaims all liability as regards any of your Content, and will not be liable for (i) any loss or damage of any kind incurred as a result of the use of any Content in the Service, (ii) any losses, costs, or expenses resulting from the loss or corruption of your Content, and/or (iii) any third party claims relating to your Content.

You agree not to upload Content to the Service that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person; (ii) may create a risk of any other loss or damage to any person or property; (iii) seeks to harm or exploit children by exposing them to inappropriate content, asking for personally identifiable details or otherwise; (iv) may constitute or contribute to a crime or tort; (v) contains any information or content that we deem to be unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libellous, threatening, profane, or otherwise objectionable; (vi) contains any information or content that is illegal (including, without limitation, the disclosure of insider information under securities law or of another party’s trade secrets); (vii) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (viii) contains any information or content that you know is not correct and current. You agree that any Content that you post does not and will not violate third party rights of any kind, including, without limitation, any intellectual property rights of third parties, or rights of privacy. We reserve the right to reject and/or remove any Content that we believe, in our sole discretion, violates the Terms. 

We also reserve the right to access, read, preserve, and/or disclose any information as we reasonably believe is necessary to (i) perform the Service, (ii) satisfy any applicable law, regulation, legal process or governmental request, (iii) enforce the Terms, including investigation of potential violations, (iv) detect, prevent, or otherwise address fraud, security or technical issues, (v) respond to user support requests, or (vi) protect the rights, property or safety of Zita, its users and/or the public.

You retain full ownership of your Content, but you hereby grant us a worldwide, non-exclusive, irrevocable, transferable, royalty-free license (with the right to sublicense) for the term of the Service, to use, copy, reproduce, process, adapt, modify, publish, transmit, edit, translate, make derivatives, display and distribute any and all Content in connection with providing the Service. This license also includes the right to modify or adapt your Content as part of the Service in order to transmit, display or distribute it over computer networks and in various media and/or make changes to your Content to conform and adapt that Content to any requirements or limitations of any networks, devices, services or media. You also extend these rights to the Third Party Services with whom we work to provide the Service. You represent and warrant that you have the rights and authority necessary to grant the rights granted herein to any Content that you submit, including all necessary rights to upload your content for use in accordance with the Terms.

With written permission from you, we may use your name and logo on our website located at  https://www.zita.ai/  for the purpose of marketing zita Corp and the Service. Use of your name and logo on the website will be revocable by you for any reason, at any time, provided you exercise this right in writing.

Proprietary Rights to Content

All materials contained on the System are protected by copyright law except where explicitly noted otherwise.

The System contains copyrighted material, trademarks and other proprietary information, including data, text, software, photos, video and graphics (“Content”). YOU MAY USE THE SITE AND THE CONTENT OFFERED ON THE SITE ONLY FOR INTERNAL PURPOSES. You may not modify, publish, transmit, display, participate in the transfer or sale, create derivative works, alter or reproduce or transmit, in any form or by any means including, but not limited to, electronic, photocopy, or otherwise, or in any way exploit the Content of this System or any portion of it, without the prior written permission of zita Corp. You may not use any data mining, robots, or similar data gathering and extraction tools on the Content, frame any portion of the System or Content, or reproduce, reprint, copy, store, publicly display, broadcast, transmit, modify, translate, port, publish, sublicense, assign, transfer, sell, loan, or otherwise distribute the Content without our prior written consent. You may not circumvent any mechanisms included in the Content to prevent the unauthorized reproduction or distribution of the Content. 

All rights reserved. User-generated content remains the intellectual property of the originating user. However, by posting content on Zita Corp, users grant zita Corp a non-exclusive license to use, reproduce, and display such content in relation to the services provided by Zita Corp.

Notice and Procedure for Making Claims of Copyright Infringement

Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement must be sent to Service Provider’s Designated Agent. 

To be effective, the notification must be a written communication that includes the following:

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; 

• Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; 

• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; 

• Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an electronic mail address at which the complaining party may be contacted; 

• A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and 

• A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. We may give notice to our users by means of a general notice on any of our websites, electronic mail to a user’s e-mail address in our records, or written communication sent by first-class mail to a user’s physical address in our records. 

If you receive such a notice, you may provide counter-notification in writing to the designated agent that includes the information below. To be effective, the counter-notification must be a written communication that includes the following: 

• Your physical or electronic signature; 

• Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled; 

• A statement from you, under penalty of perjury, that you have a good-faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and 

• Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a Federal District Court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which we may be found, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person. 

Links to Third Party Sites

At times, the System may contain links to third-party websites, which are not under the control of Zita Corp. Zita Corp makes no representations whatsoever about any other website to which Subscriber may have access through the System. When Subscriber accesses another website, User does so at User’s own risk and acknowledges that Zita Corp is not responsible or liable for any content, advertising, products or other materials available from such third-party sites. User also agrees that Zita Corp shall not be liable for any loss or damage of any sort incurred as the result of using any third party’s website.    

Zita Corp has no control over, and assumes no responsibility for the content, privacy policies, or practices of any third-party websites or services. We do not warrant the offerings of any of these entities/individuals or their websites.  Mention of third-party companies and websites on the System is for informational purposes only and does not constitute an endorsement or recommendation.   

Zita Corp’s Role

Zita Corp’s System is an arena for Employers (or their agents) to post job opportunities, screen and track applicants until selection of candidates for interviews and candidates to post resumes, profiles and apply for jobs. Zita Corp is a system that offers software as a service and not involved in the actual transaction between employers and candidates. As a result, Zita Corp has no control over the quality, safety or legality of the jobs or resumes posted, the truth or accuracy of the listings, the ability of employers to offer job opportunities to candidates or the ability of candidates to fill job openings. Zita Corp makes no representations about any jobs, resumes or content on the System. While Zita Corp reserves the right in its sole discretion to remove content, job postings, resumes or other material from the System from time to time, Zita Corp does not assume any obligation to do so and disclaims any liability for failing to take any such action.     

Because User authentication on the Internet is difficult, Zita Corp cannot and does not confirm that each User is who they claim to be. Because we do not and cannot be involved in User-to-User dealings or control the behavior of participants on the System, in the event that you have a dispute with one or more Users, You release Zita Corp, its parent company, its affiliates, partners, vendors (and our agents, contractors and employees) from claims, demands and damages (actual and consequential and direct and indirect) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.     

Zita Corp does not and shall not discriminate based on race, color, religion (creed), gender, gender expression, age, national origin (ancestry), disability, marital status, sexual orientation, or military status in any of its activities or operations.     

Zita Corp is an equal-opportunity employer. We adhere to the principles of the Americans with Disabilities Act (ADA) and are committed to providing services that are accessible to all users without discrimination. We will not discriminate and will take affirmative action measures to ensure against discrimination in employment, recruitment, advertisements for employment, compensation, termination, upgrading, promotions, and other conditions of employment against any employee or job applicant based on race, color, gender, national origin, age, religion, creed, disability, veteran’s status, sexual orientation, gender identity or gender expression.    

Disclaimer of Warranties and Liability

YOU AGREE THAT YOUR USE OF THE SYSTEM IS AT YOUR SOLE RISK. BECAUSE OF THE NUMBER OF POSSIBLE SOURCES OF INFORMATION AVAILABLE THROUGH THE SYSTEM AND THE INHERENT HAZARDS AND UNCERTAINTIES OF ELECTRONIC DISTRIBUTION, THERE MAY BE DELAYS, OMISSIONS, INACCURACIES, OR OTHER PROBLEMS WITH SUCH INFORMATION. IF YOU RELY ON ANY MATERIAL AVAILABLE THROUGH THE SYSTEM, YOU DO SO AT YOUR OWN RISK. YOU UNDERSTAND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM ANY MATERIAL AND/OR DATA DOWNLOADED FROM OR OTHERWISE PROVIDED THROUGH THE SYSTEM. 

THE SYSTEM IS PROVIDED TO YOU AS IS, WITH ALL FAULTS, AND AS AVAILABLE. ZITA CORP AND ITS AFFILIATES, AGENTS, AND LICENSORS CAN NOT AND DO NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENTNESS, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF THE INFORMATION AVAILABLE THROUGH THE SYSTEM, NOR DO THEY GUARANTEE THAT THE SYSTEM WILL BE ERROR-FREE OR CONTINUOUSLY AVAILABLE OR THAT THE SYSTEM WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. UNDER NO CIRCUMSTANCES WILL Zita Corp AND ITS AFFILIATES, AGENTS OR LICENSORS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DAMAGES ARISING OUT OF USE OF THE SYSTEM, INCLUDING, WITHOUT LIMITATION, LIABILITY FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT OR SIMILAR DAMAGES, EVEN IF WE ARE ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH DAMAGES. (BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN CATEGORIES OF DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, THE LIABILITY OF Zita Corp AND ITS AFFILIATES, AGENTS AND LICENSORS IS LIMITED TO THE FULLEST EXTENT PERMITTED BY SUCH STATE LAW.) YOU AGREE THAT THE LIABILITY OF Zita Corp AND ITS AFFILIATES, AGENTS AND LICENSORS, IF ANY, ARISING OUT OF ANY KIND OF LEGAL CLAIM IN ANY WAY CONNECTED TO THE SYSTEM WILL NOT EXCEED THE AMOUNT, IF ANY, YOU PAID TO Zita Corp FOR THE USE OF THE SYSTEM. 

Indemnity

You agree to indemnify, defend and hold harmless Zita Corp, and its parent company Sense7AI, INC, its affiliates, and their officers, directors, employees, agents, licensors and suppliers, from and against any and all losses, expenses, damages and costs (including reasonable attorneys’ fees) resulting from any violation of these Terms or any activity related to your account (including negligent or wrongful conduct) by you or any other person accessing the System using your account.

Relationship of Parties

User agrees that no joint venture, partnership, employment or agency relationship exists between User/ Employer and Zita Corp as a result of this agreement or use of this System. 

Governing Law

Where a dispute arises in connection with this agreement, the parties shall meet in good faith to attempt to resolve it. Any disputes arising under this agreement shall first be resolved through mediation. If mediation fails, disputes will be resolved through binding arbitration in Delaware, except where prohibited by law. Where the parties are unable to reach a resolution, the parties submit to the exclusive jurisdiction of the courts of the state of Delaware. Each party shall bear its own costs in connection with such an action. 

Nothing in this Section shall be deemed as preventing zita Corp from seeking injunctive or other equitable relief from the courts as necessary to protect any of zita Corp’s proprietary interests. Except as otherwise provided in these Terms, all remedies are cumulative and in addition to (not in lieu of) any other remedies available to a party at law or equity. 

ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. YOU AGREE THAT, BY USING THE SERVICE, YOU AND zita Corp ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. 

This Agreement and the relationship between User and Zita Corp shall be governed by and construed in accordance with the laws of Delaware state. Subscriber hereby consents to the exclusive jurisdiction and venue of courts in Delaware, the United States in all disputes arising out of or relating to the use of this System. Use of this System is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. Any controversy or claim arising out of or relating to this Agreement or relating to use of this Web Site and the material contained in this Web Site and/or offered services, systems shall be resolved in courts in Delaware, USA or the Federal Courts situated in such state. 

Waiver/Severability

The waiver by either party of a breach or right under this Agreement will not constitute a waiver of any subsequent breach or right. If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed from the remainder of this Agreement, which will otherwise remain in full force and effect. 

Confidential Information

“Confidential Information” means all information and materials obtained by a party (the “Recipient”) from the other party (the “Disclosing Party”), whether in tangible form, written or oral, that is identified as confidential or would reasonably be understood to be confidential given the nature of the information and circumstances of disclosure, including without limitation any information about the business practices of either party and the Terms. Confidential Information does not include information that (a) is already known to the Recipient prior to its disclosure by the Disclosing Party; (b) is or becomes generally known through no wrongful act of the Recipient; (c) is independently developed by the Recipient without use of or reference to the Disclosing Party’s Confidential Information; or (d) is received from a third party without restriction and without a breach of an obligation of confidentiality. The Recipient shall not use or disclose any Confidential Information without the Disclosing Party’s prior written permission, except as necessary for the provision or use of the Service. The Recipient shall protect the confidentiality of the Disclosing Party’s Confidential Information in the same manner that it protects the confidentiality of its own confidential information, but using not less than a reasonable degree of care. The Recipient may disclose Confidential Information to the extent that it is required to be disclosed pursuant to a statutory or regulatory provision or court order, provided that the Recipient provides prior notice of such disclosure to the Disclosing Party, unless such notice is prohibited by law, rule, regulation or court order. 

These confidentiality obligations shall remain in effect for so long as the Confidential Information of the Disclosing Party is retained. 

Reservation of Rights

Any rights not expressly granted herein are reserved. 

Miscellaneous

All sections of the Terms, which by their nature should survive termination of any agreement between you and zita Corp, will survive termination, including, without limitation, restrictions, accrued rights to payment, confidentiality obligations, intellectual property rights, warranty disclaimers, and limitations of liability. Notwithstanding the foregoing, certain jurisdictions may not permit the limitation of certain types of liability. Our liability will be limited to the greatest extent permitted by law in such jurisdictions.

You agree that the Service is primarily delivered from Delaware; and these Terms are governed by the internal substantive laws of the State of Delaware, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You consent to the exclusive jurisdiction and venue of courts in the state of Delaware in all disputes arising out of or relating to the Terms. If any provision of these Terms shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that these Terms shall otherwise remain in effect. No waiver shall be implied from conduct or failure to enforce or exercise rights under these Terms. Nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claiming to have waived.

These Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you without our written permission, but may be assigned by us without restriction. Any attempted transfer or assignment by you will be null and void. 

No supplement, modification, or amendment of these Terms shall be binding unless executed in writing by a duly authorized representative of each party. 

Neither Zita Corp nor Customer will be liable for inadequate performance to the extent caused by a condition that was beyond the party’s reasonable control (for example, natural disaster or Internet disturbance). 

Zita Corp may suspend performance under these Terms if you cease business operations or become subject to insolvency proceedings and the proceedings are not dismissed within 90 days. 

Termination is not an exclusive remedy and the exercise of zita Corp by any remedy under these Terms will be without prejudice to any other remedies it may have under these Terms, by law, or otherwise.

Entire Agreement

This Agreement constitutes the entire agreement between the User and Zita Corp with respect to this System and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the Subscriber and Zita Corp with respect to this System. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Revisions

Zita Corp may revise these Terms at any time by posting an updated version to https://www.zita.ai . You should visit this page periodically to review the most current Agreement because it is binding on Users. 

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. We will provide at least 30 days' notice before any new terms taking effect and the changes will be determined at our sole discretion. By continuing our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.

Questions

For any questions or legal concerns, please email support@zita.ai or write to:

Sense7ai Inc,

Corporate Commons,

6200 Stoneridge Mall Road, Suite300,

Pleasanton, CA, USA, 94588