Terms of Service

Version 3.0
Effective 12/12/23

Thank you for using Zen’s products and services which, collectively, are referred to herein as “Services’ which is more specifically defined below. By using the Services, whether one or more, you are agreeing to these terms, including the terms of the documents referenced herein, which, collectively, are referred to herein as the “Terms of Service”, and which constitute a legal agreement between you and Zen. If you are using the Services for an organization, you are agreeing to these Terms of Service on behalf of that organization. These Terms of Service apply to your use of Zen’s Websites as well as the Services.

Definitions

When we say, “we,” “our,” or “us,” we’re referring to Zen Healthcare IT, LLC, a Delaware Limited Liability Company, our employees, directors, officers, affiliates, and subsidiaries.

When we say “you” or “your,” we are referring to the person or entity that is registered with us to use the Services.

When we say “Terms of Service,” we mean this Terms of Service document, which includes our Privacy Policy, our Services Privacy Policy, and any other document referenced and/or linked herein. 

When we say “Websites,” we mean our websites located at consultzen.com, consultzen.net, zengemini.net, zenhealthcareit.com, including all subdomains and sites associated with those domains, and other websites that we operate now and in the future.

When we say “Services,” any one or more of the products and services which Zen makes available via our Website(s), including, but not limited to applications “Zen Insight”, Zen’s “SSL Extension” (sometimes referred to as “SSL-TLS Extension”), or any other service available from time-to-time via our Website. 

When we say “Information,” we mean all of the different forms of data that you provide us and that we collect from you from your use of the Services, your software, and your devices.

General Rules

To use the Services, you must (a) be at least thirteen (13) years of age; (b) have completed Zen’s then-current registration process; (c) provide current and accurate Information; (d) agree to these Terms of Service; and (e) promise to follow these rules:

• You are responsible for all content you provide and your activities on the Services;
• You will use the Services in compliance with all applicable laws, rules, and regulations;
• You will not use the Services to solicit the performance of any activity which infringes our rights or the rights of others; and
• You will not use the Services to upload, transmit, or otherwise distribute any objectionable content, as solely determined by us.

If you break any of your promises above or any of the rules in these Terms of Service, we may terminate your account and your use of the Services. Your actions may also subject you to legal consequences.

By using the Services in any way, including downloading an application, whether one or more, or any upgrades to the Services, using the Services on your device, you are indicating that you have read, understand and agree to be bound by these Terms of Service. If you do not agree to these Terms of Service, then you have no right to access or use the Services. If you accept or agree to these Terms of Service on behalf of a company or other legal entity, you also represent and warrant that you have the authority to bind that company or other legal entity to these Terms of Service and, in such event, “you” and “your” will refer and apply to that company or other legal entity.

As long as you comply with our Terms of Service, we grant you a non-exclusive, non-transferable, limited privilege to use the Services, subject to any Service specific requirements. Your use of the Services is at your own risk.

U. S. Government Specific Terms of Service

If you are a U.S. Government or U.S. public entity (or use of the Services is for the U.S. Government), the terms of this U.S. Government Specific Terms of Service Section shall apply.

Use By or For the U.S. Government. Use of a Service shall be as a “commercial item,” as defined at 48 C.F.R. §2.101, and constitutes a “commercial computer software” and “commercial computer software documentation,” as used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202 to §227.7204. This commercial computer software and related documentation is provided to end users for use, by and on behalf of the U.S. Government, with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

Waiver. The sections in the Terms of Service entitled “Governing Law; Dispute Resolution”, and “Indemnification” are hereby waived to the extent they are inconsistent with federal law.

No Endorsement. We agree that your seals, trademarks, logos, service marks, trade names, and the fact that you have a presence on one of our Websites and use the Services, will not be used by us in such a manner as to state or imply that our products or services are endorsed, sponsored or recommended by you or by any other element of the U.S. Government, or are considered by you or the U.S. Government to be superior to any other products or services.

Except for pages whose design and content is under your control, or for links to or promotion of such pages, we agree not to display any of your seals or government seals, trademarks, logos, service marks, and trade names on our homepage or elsewhere on one of our hosted sites unless permission to do so has been granted by you or by another relevant federal government authority. We may list your name in a publicly available customer list on a Website or elsewhere so long as the name is not displayed in a more prominent fashion than that of any other third party name.

U.S. State or Local Government Specific Terms of Service

If you are a U.S. State or Local Government (or use of the Services is for a U.S. State or Local Government), the terms of this U.S. State or Local Government Specific Terms of Service Section shall apply.

Waiver. The sections in the Terms of Service entitled “Governing Law; Dispute Resolution,” and “Indemnification” are hereby waived to the extent your jurisdiction’s laws prohibit you from accepting the requirements in those sections.

Healthcare Customers Terms of Service

This Section shall apply to you if, in any manner during the term of this agreement, you are, have been, or will be considered, a Covered Entity as defined in the Health Insurance Portability and Accountability Act and related amendments and regulations as updated or replaced (“HIPAA”), unless you have entered into a written agreement with us to the contrary. 

You acknowledge that we are not a Business Associate or subcontractor (as defined in HIPAA) as a result of or in relation to your use of the Services, and that the Services are not HIPAA compliant. We do not collect, and you must not submit any “protected health information” as defined in 45 CFR §160.103 (“PHI”), with or to Zen via any Service. You agree that we have no liability for PHI received from you, notwithstanding anything to the contrary herein.

Service-Specific Terms of Service

SSL Extension

If the Service purchased is Zen’s SSL Extension (also referred to as “SSL-TLS Extension”), each SSL Extension purchase shall be subject to the terms and conditions contained in the End User License Agreement (or “EULA”).

Service Level Agreement

Support for one or more of the Services may be requested via Zen’s Service Desk instance and will be in conformance with Zen’s Service Desk Service Level Agreement (SLA’s), as updated from time to time. 

Payment Terms

For all Payment Plans (more thoroughly described below), you authorize us to charge you according to the plan you choose at the then current plan rate, and any other charges you may incur in connection with your use of the Services, such as taxes, duties, and possible transaction fees.

For all Services, there are no refunds or credits for changes to your Payment Plan or changes to any other fee-based characteristics of the Services.

We reserve the right to change the fees we charge for the Services. Such notice may be provided at any time by posting the changes to our then-applicable Website, or by email, at our discretion. Such changes to the fees for the Services will be applicable at the expiration of your then-current Plan term (Monthly, Yearly, or as otherwise may be defined), unless otherwise set forth in a written and executed Statement of Work between you and us.

All fees and applicable taxes, if any, are payable in United States dollars. You are solely responsible for the payment of, and shall pay when due, all applicable sales and use taxes and similar fees now in force, enacted or imposed in the future on the delivery of the Services and/or any related transactions (except for taxes assessed on our net income or personal property). If for any reason we pay any such taxes, duties or excises, you will reimburse us for such taxes, duties or excises, other than taxes on our net income. 

Payment Plans

Monthly Plan: A valid credit card is required to be on file with us for you to use the Services on a month-to-month basis. Services provided under a Monthly Plan are billed monthly in advance, are charged to your credit card on a monthly basis, and are non-refundable. The term of your Monthly Plan Services will automatically renew each month on the same day of the month as your initial credit card billing day (or the last day of the month if there is no corresponding day in the then-current month), unless otherwise affirmatively canceled by you pursuant to the Cancellation and Termination section below.

Yearly Plan: Unless otherwise agreed by us in writing, a valid credit card is required to be on file with us for you to use the Services under a Yearly Plan. The Services under a Yearly Plan are billed in advance on a yearly basis and are non-refundable. Payment in advance for such year is required to use the Services on a yearly basis. The term of your Yearly Plan Services will automatically renew each year on the same day as your initial billing each year (or the last day of the month if there is no corresponding day in the then-current year), unless otherwise affirmatively canceled by you pursuant to the Cancellation and Termination section below.

Free Trial Offers

From time-to-time, and in our sole discretion, we may offer a free trial offer which entitles new, never-before registered user(s) of the Services to a free trial of the Services for a specific period of time (a “Free Trial”). Any such Free Trial offer will be clearly denoted on our Website(s). If, during the time such Free Trial is published on our Website(s), you elect to participate, your Free Trial begins at the time you enter your Information on our Website and agree to these Terms of Service, or at another time confirmed in writing by us, and will expire pursuant to the Free Trial published duration.

If you elect to participate in a Free Trial offer, we will not bill your credit card for any then-requested Payment Plan until after the expiration of the Free Trial period, as applicable.

Cancellation and Termination

You are solely responsible for the proper cancellation of your Services, whether one or more, and each respective Payment Plan. You may cancel any or all of your Services at any time by either sending an email to tos@zenhealthcareit.com which specifically states “terminate my Service”, or by canceling your Services on our Website in your account at zenhealthcareit.com/my-account. The termination of your Services will be effective upon the expiration of the then-current term for the canceled Service. There is no cancellation fee.

In the event of cancellation or termination your Service will be disabled effective upon the expiration of the then-current term for the canceled Service, and your account and Information regarding the canceled Service may not be recovered once the Service is terminated. We retain the right to retain or delete data provided to us by you, if any, at our sole discretion.

We also reserve the right, but do not have any obligation, to not renew and Service to anyone and close your account(s) without notice for any or no reason at all at the end of the then-current Plan Term, or immediately if we determine, in our sole discretion, that you have violated the Terms of Service.

Acceptable Use Policy

As part of your use of the the Services, you agree not to do any of the following:

• Access, tamper with, or use non-public areas of the Services, our computer systems, or the technical delivery systems of our providers, or otherwise attempt to do any of the foregoing;
• Attempt to probe, scan, or test the vulnerability of any of our Systems or network or breach any security or authentication measures;
• Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by us or any of our providers or any other third party (including another user) to protect the Services or our Website content;
• Attempt to access or search the Services or Website content or download our Website content from the Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by us or other generally available third party web browsers;
• Use or disclose any Confidential Information of ours, except as otherwise explicitly set forth herein;
• Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or Website content;
• Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, Trojan horses, worms, logic  bombs, overloading, flooding, spamming, or mail-bombing the Services or otherwise introduce other material that is malicious or technologically harmful;
• Encourage or enable any other individual or entity to do any of the foregoing.

Passwords and Accounts

You are responsible for keeping your credentials for access to the Services, including but not limited to your account name and password, confidential. You are also responsible for any account that you have access to. You agree to notify us immediately of any unauthorized use of your account(s). Our email address for such communication is: tos@zenhealthcareit.com. We are not responsible for any losses due to stolen or hacked passwords.

You will not represent that you are any other individual or entity unless such individual or entity has given you written permission to act on their behalf.

Logos and Designs

Our graphics, logos, designs, page headers, button icons, scripts and service names are our registered trademarks, trademarks or trade dress in the U.S. and/or other countries. Our trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without our prior written permission.

Intellectual Property

We do not represent any ownership or claim any intellectual property rights over the Information that you provide or that is provided to us. By using the Services, you hereby grant to us a worldwide, royalty-free, perpetual, irrevocable, non-exclusive license to use (i) data generated as a result of your use of the Services solely for purposes of: (x) maintaining and improving the Services and (y) providing us with access to and Information about customized features, new functionality, partner integrations, special product offers and promotions, newsletters, and events, and (ii) non-identifiable, anonymous, aggregated data regarding your use of the Services compiled by us for, but not limited to, marketing purposes, research purposes, or data analysis purposes. 

We own and retain all right, title and interest in and to the Services. You may not copy, reproduce, alter, modify, resell, mirror, or create derivative works of the Services or our content on the Services without our written permission. Unless otherwise stated in writing by us, we do not grant to you any license, express or implied, to our intellectual property, including, but not limited to information regarding the design, “look and feel”, specifications, components, and functionality or operation of the Services. Further, your specific payment terms and pricing (if other than consistent with our published payment terms and pricing, if applicable) of the Services, is considered our Confidential Information.

You also grant to us a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Services or otherwise use any suggestions, enhancement requests, recommendations or other feedback that we receive from you or your agents.

Indemnification

You agree to indemnify and hold us harmless from any and all demands, loss, liability, claims or expenses (including attorneys’ fees) made against us by any third-party due to or arising out of or in connection with your use of the Services.

We will defend, indemnify and hold you (and your directors, officers, employees and affiliates, if applicable) harmless from and against any and all costs, liabilities, losses and expenses (including but not limited to reasonable attorneys’ fees), resulting from any claim, suit, action or proceeding alleging that the Services or any portion thereof infringes any patent, copyright or other intellectual property, proprietary, or other right of any third-party.

Representations and Warranties

To the maximum extent permitted by law, we provide the Services on an “as is” and “as available” basis, which means we don’t provide warranties of any kind, either express or implied, including, but not limited to, warranties of merchantability and fitness for a particular purpose and to any warranties that (i) the Services will meet your specific requirements, (ii) the Services will be uninterrupted, timely, or error-free, (iii) the quality of any products, services, Information, or other material purchased or obtained by you through the Services will meet your expectations, and (iv) any errors in the Services will be corrected.

Limitation of Liability

To the fullest extent permitted by law, you assume full responsibility for and we disclaim liability to you for any indirect, consequential, exemplary, incidental, or punitive damages, including lost profits, even if we had been advised of the possibility of such damages.

We disclaim any and all liability for the acts, omissions, and conduct of any third-parties related to your use of the Services and any linked sites and services. Your sole remedy against us for dissatisfaction with the Services is to stop using the Services. This limitation of relief is a part of the bargain between you and us. The preceding disclaimer applies to any damages, liability, or injuries whether for breach of contract, tort, negligence or any other cause of action.

If, notwithstanding the other provisions of the Terms of Service, we are found to be liable to you for any damage or loss which arises out of or is in any way connected with your use of the Website or any of our Services, our liability shall not exceed what you paid us for the Services in the previous month. Some jurisdictions do not allow limitations of liability, so the foregoing limitation may not apply to you.

Publicity

You grant us the right to use your company name and logo as a reference for marketing or promotional purposes on our Websites and in other public or private communications with our existing or potential customers, subject to your standard trademark usage guidelines as provided by you to us from time-to-time. We don’t want to list you if you don’t want to be listed, so if that is the case, please send an email to tos@zenhealthcareit.com stating that you do not wish to be used as a reference.

Governing Law; Dispute Resolution

You agree that all matters relating to your access to or use of the Services, including all disputes, will be governed by the laws of the United States of America and by the laws of the State of California without regard to its conflicts of laws provisions. You agree to the personal jurisdiction by and venue in the state and federal courts in Orange County, California, and waive any objection to such jurisdiction or venue. Any claim under these Terms of Service must be brought within one (1) year after the cause of action arises, or such claim or cause of action is barred.

No recovery may be sought or received for damages, except that the prevailing party will be entitled to costs and attorneys’ fees. In the event of any controversy or dispute between us and you arising out of or in connection with your use of the Services and/or the Website(s), the parties shall attempt, promptly and in good faith, to resolve any such dispute. If we are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days, except in the case of your non-payment of fees, which shall not exceed ten (10) days), then either party shall be free to pursue any right or remedy available to them under applicable law. We reserve the right to suspend or cancel the Services upon the expiration of such good faith dispute resolution period.

Force Majeure

You agree that we are not liable for any delays or failure in performance of any part of the Services, from any cause beyond our control.

Severability

If one or more sections of the Terms of Service are held unenforceable, then those sections will be removed or edited as little as necessary, and the rest of the Terms of Service will still be valid and enforceable.

Assignments

You may not assign any of your rights under this agreement to anyone else without our prior written permission, which will not be unreasonably withheld. We may assign our rights to any other individual or entity at our discretion.

No Waiver

Our failure to, or decision not to, exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision.

E-Signature

For all purposes herein, an electronic signature and/or an eCommerce terms and conditions acceptance, shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.

Entire Agreement

These Terms of Service and all documents incorporated into these Terms of Service by reference constitute the entire agreement between you and us and govern your use of the Services, superseding any prior agreements between you and us (including, but not limited to, any prior versions of the Terms of Service).

Amendments and Changes

These Terms of Service may be updated from time to time by us, at our sole discretion, upon publishing the updated Terms of Service on our Website(s). Your continued use of any of the Services subsequent to any such update constitutes your acceptance of such updated Terms of Service.

Unless explicitly stated otherwise, any new features that augment or enhance the Services shall be subject to the Terms of Service.

It is your responsibility to check the Terms of Service periodically for changes. Your continued use of the Services following the posting of changes will mean that you accept and agree to the changes.

We reserve the right to do any of the following, at any time, without notice to you: (1) to modify or change the Services, or any portion of the Services, and any applicable policies or terms; and (2) to interrupt the operation of the Services, or any portion of the Services, as necessary to perform routine or non-routine maintenance, error correction, or other changes.

Questions

If you have any questions regarding these Terms of Service, please contact us by email at tos@zenhealthcareit.com, or please write to the following address:

Zen Healthcare IT, LLC

9648 Crestedge Dr.

Dallas, Texas, 75238

United States

Attn: Legal Department, TOS