Last Modified: June, 2022

Zentake Inc., also doing business as Zentake, is a Corporation. In consideration for permitting you access to our website and online services and other good and valuable consideration, you agree as follows: 

These terms and conditions (the "Terms") form a legally binding agreement which govern your access to and use of Zentake’s, ("we", "us" or "our") website ("Website") and our online service (the "Service") hosted at https://zentake.com as well as on external servers.

These Terms contain provisions that limit our liability and impose specific obligations on you. It is essential that you review these Terms, along with any referenced policies, prior to using the website and services provided by Zentake.

By accessing or using our website and services, you ("you," "your") represent and warrant the following:

1. You Are of Legal Age: You have reached the age of majority in your jurisdiction.
2. You Agree to These Terms: You have read, understood, and agree to be bound by these Terms and any applicable policies.
3. Compliance with Applicable Laws: You will use our website and services only if:some text
   • (i) You are legally permitted to do so under applicable laws; and
   • (ii) Your use complies with all applicable laws, including but not limited to privacy, data protection, and health laws relevant to your jurisdiction.

If you are not of the age of majority or do not agree to these Terms, you must immediately stop using our website and services.

If you are accessing or using the website or services on behalf of an organization (such as a corporation, trust, partnership, or other legal entity), you are representing and warranting that:

• You have the legal authority to bind that organization to these Terms; and
• You agree that "you" and "your" as used in these Terms will refer to both you as an individual and the organization you represent.

For clarity, both you personally and the organization you represent are legally bound by these Terms, which constitute an agreement between you and Zentake Inc.

Amendments

We may revise these Terms or our policies at any time by updating this page or the relevant policy page. The date of the latest version is noted above. By continuing to access or use the website and services after changes are posted, you accept and agree to the updated Terms.

You are responsible for reviewing these Terms periodically. If you do not agree with any amendments, you must immediately stop using the website and services and terminate your account. We may, at our discretion, provide notice of significant changes.

Privacy

We use your personal, health, and business information in accordance with our Privacy Policy (incorporated by reference) and these Terms. By using our website and services, you consent to such processing and warrant that all information you provide is accurate and lawfully obtained.

If you provide us with personal or health information of third parties and/or minors, you represent and warrant that you have the lawful authority to share this information and that you have complied with all applicable domestic and foreign laws, rules, and regulations.

Our Online Service

Information collected through our Service, including forms, shared documents, and online messages, is hosted on Amazon Web Services (AWS). For more information about AWS, visit https://aws.amazon.com/.

These Terms and all incorporated policies apply to all users of our Service, including service providers, clients, prospective clients, patients, and prospective patients.

Warranties by You, as a Service Provider

By using our Service, you, as a service provider, represent and warrant the following:

• You have the legal authority, under all applicable laws, to collect, store, and use the personal and health information gathered through the Service.
• You will use the Service solely in compliance with all applicable laws, regulations, and our Acceptable Use Policy.
• You have obtained the necessary consent from each client, prospect, customer, patient, or any other individual you contact via the Service to collect, store, and use their personal and health information. This consent:some text
  • (a) Is explicitly given by the relevant individual;
  • (b) Is informed and knowledgeable;
  • (c) Pertains to the specific information being collected;
  • (d) Is not obtained through deceit or coercion.
• You will only send electronic communications to clients, prospects, customers, patients, or others you engage with through the Service in full compliance with domestic and international anti-spam laws, as well as all other applicable laws. Unsolicited commercial electronic messages will not be sent using the Service.:

• Except in cases of our gross negligence, you assume full responsibility for any damages, penalties, or fines resulting from the collection, storage, use, misuse, loss, or theft of personal or health information collected via our Service from your clients, prospects, customers, patients, or others with whom you interact through the Service or elsewhere.
• You are responsible for ensuring that you obtain the necessary agreements and consents from your clients, prospects, customers, patients, and others you engage with or send electronic communications to via the Service. These agreements must grant consent for us to collect and store their personal and health information on your behalf as an IT service provider and inform them of your use of our intake, messaging, and document sharing services. Additionally, you agree to have appropriate privacy policies in place regarding the collection, storage, and use of such information.
• If you use our Service to enter into electronic agreements with clients, prospects, customers, or patients, it is your responsibility to ensure that these agreements are legally permissible and binding under applicable laws.
• We are not your agent. Our Service solely facilitates the intake, messaging, document sharing, and contracting processes with your clients, prospects, customers, patients, and others you engage with. You must maintain your own terms and conditions, privacy policies, or any other relevant agreements with these third parties.
• If you have reason to believe that the personal or health information of your clients, prospects, customers, or patients has been lost, stolen, or accessed by unauthorized individuals, you will promptly notify them at the earliest reasonable opportunity.
• You will respond promptly to any inquiries from third parties, including prospects or patients, regarding your information practices, requests for access or correction of records, and complaints about how their information is handled.

Account Creation

Whether you sign up for a free or paid account, or purchase access to our products and services, you acknowledge that your account access and use of the Service are in exchange for valuable consideration, which includes your agreement to these Terms, our Privacy Policy, and all other documents or policies incorporated by reference.

By creating an account or using our Service, we grant you a non-transferable, non-exclusive license to access and use the Service in accordance with these Terms. We reserve the right to revoke this license and your access to the Website and Service at any time, with or without cause.

Acceptance of Risk and Disclaimers

All content on our Website and Service is provided "as is," without any warranties of any kind, including but not limited to implied warranties of merchantability or fitness for a particular purpose. We disclaim all express, implied, and statutory warranties.

While we strive for error-free and uninterrupted service, we do not guarantee the absence of interruptions and are not liable for any damage caused by such interruptions.

Disclosure Under Legal Requirement

We reserve the right to disclose your content, documents, messages, and personal, health, and business information to third parties if required by law (such as in response to a subpoena, court order, or other legal process) and to cooperate with law enforcement in criminal or civil investigations.

If we are legally obligated to disclose your information, we may, but are not required to, notify you prior to disclosure, as permitted by law, so you may take appropriate action.

We may also operate our Website and Service through independent contractors, who may have access to your personal and health information. These contractors may be located inside or outside Canada, and their operations could expose your information to foreign laws and legal processes.

To the extent permitted by law, we are not liable for the acts or omissions, including negligent acts, of our independent contractors or third-party service providers.

Limitation of Liability

To the fullest extent permitted by law, neither we, nor our affiliates, officers, employees, contractors, agents, suppliers, or licensors, will be liable for any direct, indirect, special, incidental, punitive, exemplary, or consequential damages, regardless of the legal theory, even if we were warned of the possibility of such damages.

If you are dissatisfied with the Website or Service, or disagree with any part of these Terms, your exclusive remedy is to cease using the Website and Service. Upon request, and in accordance with applicable law, we will delete your account and any personal or health information associated with it.

In the event that a court or arbitrator refuses to enforce the limitations outlined, you agree that the total liability for any claims related to these Terms or the use of our Website or Service will not exceed the amounts you paid us over the last two months.

You acknowledge that the fees you pay and your access to our Website and Service are based on the allocation of risk outlined in these Terms and that we would not enter into this agreement without these limitations on our liability.

Indemnification and Hold Harmless

You agree to indemnify and hold harmless us, our affiliates, employees, shareholders, directors, agents, contractors, and representatives from any claims, damages, or liabilities (including reasonable legal fees) arising from:

• Your violation of these Terms or any incorporated policies;
• Your violation of any third-party rights;
• A breach of any representation or warranty made by you in these Terms, our Privacy Policy, or otherwise;
• Any claims related to damages suffered by you, your employees, contractors, users, patients, or customers.

Your Data

You may upload and post data ("User Datat") to our Website and Service. We do not pre-screen User Data. By posting or uploading data, you grant us a non-exclusive, transferable, sublicensable, royalty-free, worldwide license to use your User data as necessary to operate the Service.

You agree not to use the Service in a way that infringes third-party intellectual property rights or violates any laws, including but not limited to unlawful, offensive, defamatory, or obscene content.

We may remove content or accounts that we determine, in our sole discretion, to be unlawful, harmful, or in violation of these Terms.

API Client Providers and Users

If you are using our Application Programming Interface ("API") as an API Provider, or if you access our Service, data, or information from an API Client on a separate domain, these Terms apply to you.

Copyright Notice

If you believe your copyrighted work has been infringed upon and is accessible on our Website or Service, please contact our copyright agent at support@zentake.com. While we are not responsible for user copyright violations, we may, at our discretion, attempt to contact the infringer or suspend their account.

Governing Law and Jurisdiction

These Terms, along with any incorporated documents, and your relationship with Zentake, shall be governed by and interpreted according to the laws of the State of Utah, USA, and any applicable federal laws in the United States. You agree to submit to the exclusive jurisdiction of the courts of Utah, including its federal courts, for any disputes related to these Terms or your use of our services.

In the event of ambiguity or uncertainty about any clause in these Terms, it will be interpreted as if jointly written by both parties, and no presumption will favor one party over the other based on authorship.

To the extent permitted by law, you waive the right to participate in class action lawsuits against Zentake, its employees, contractors, or affiliates. Additionally, you waive any right to a jury trial in disputes arising from these Terms.

All policies referenced in these Terms, including our Privacy Policy and Acceptable Use Policy, are incorporated into these Terms by reference.

Severability

If any part of these Terms is found to be invalid or unenforceable, it will be considered severed from this agreement without affecting the rest of the Terms. In such cases, the invalid provision will be replaced with one that closely reflects the original intent, while remaining lawful and enforceable.

Termination

You may discontinue using our Website and Services at any time, subject to any contractual obligations you may have under an active agreement with Zentake. If you have a set contract, termination will be governed by the terms specified in that agreement.

We also reserve the right to suspend or terminate your access to our Website and Services at any time, with or without cause, and with or without prior notice, except as otherwise specified in a contract.

Termination of your access to our Website and Services does not terminate your ongoing obligations under these Terms or any applicable contract, including any provisions related to liability, dispute resolution, and indemnification.

Refunds

We provide refunds at our discretion, and only in specific situations. If you are dissatisfied with our service, you may be eligible for a refund for your most recent payment. Please note that all other payments are non-refundable.

Assignment of Agreement

These Terms are binding on you and your successors. We reserve the right to assign or transfer these Terms to any successor or third party without your consent, including in the event of a sale or transfer of Zentake LLC.

Waiver

If we fail to enforce any part of these Terms, it will not be considered a waiver of those rights or provisions.

HIPAA Compliance Terms

If you handle electronic protected health information (PHI) covered by the Health Insurance Portability and Accountability Act of 1996 (HIPAA), you must notify Zentake and enter into a Business Associate Agreement (BAA) before using our services to store or transmit PHI. You are solely responsible for determining your compliance with HIPAA.

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Last Modified: April, 2022

This "Attachment A – Business Associate Agreement" (the "Agreement") is incorporated into and a part of Zentake's – "Terms of Service" This Business Associate Agreement ("Agreement") is entered between ("Covered Entity") and Zentake ("Business Associate"). In the event that you are a Business Associate and we are your subcontractor Business Associate under HIPAA, "Covered Entity" shall refer to you in your capacity as a Business Associate of one or more Covered Entities, and "Business Associate" shall refer to us as your subcontractor Business Associate. In the event that you are neither a Covered Entity nor a Business Associate under HIPAA, this Agreement shall not apply.

Background

Pursuant to the parties' separate services agreement ('Services Agreement'), Business Associate has agreed to perform certain services for or on behalf of Covered Entity that may involve the creation, maintenance, use, transmission or disclosure of protected health information within the meaning of the Health Insurance Portability and Accountability Act of 1996 ('HIPAA'), and its implementing regulations, 45 CFR Parts 160 and 164 ("HIPAA Rules").

This Agreement supplements the Services Agreement and is intended to and shall be interpreted to satisfy the requirements for business associate agreements as set forth in the HIPAA Rules as they shall be amended.

Definitions

1. General Definitions. The following terms used in this Agreement shall have the same meaning as those terms in the HIPAA Rules: Breach, Data Aggregation, Disclosure, Health Care Operations, Individual, Minimum Necessary, Notice of Privacy Practices, Required By Law, Secretary, Security Incident, Subcontractor, Unsecured Protected Health Information and Use.
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2. Specific Definitions
   a. Business Associate shall generally have the same meaning as the term 'business associate' at 45 CFR § 160.103, and in reference to the party to this Agreement, shall mean Business Associate.
   b. Covered Entity shall generally have the same meaning as the term 'covered entity' at 45 CFR § 160.103, and in reference to the party to this Agreement, shall mean Covered Entity.
   c. Protected Health Information shall generally have the same meaning as the term "protected health information" at 45 CFR § 160.103, and shall include any individually identifiable information that is created, received, maintained, or transmitted by Business Associate on behalf of Covered Entity that relates to an individual's past, present, or future physical or mental health, health care, or payment for health care, whether such information is in oral, hard copy, electronic, or any other form or medium.

Agreement

1. Business Associate Responsibilities. Business Associate agrees to:
   ‍‍‍a. Not use or disclose protected health information except as permitted by Section 2, below, or as otherwise required by law.
   b. Use appropriate safeguards to prevent the use or disclosure of protected health information other than as permitted by this Agreement. To the extent applicable to business associates, Business Associate shall comply with the requirements in 45 CFR Part 164, Subpart C, including the use of administrative, physical and technical safeguards to protect electronic Protected health information.
   c. Report to Covered Entity any use or disclosure of protected health information not permitted by this Agreement of which it becomes aware, including breaches of unsecured protected health information as required by 45 CFR § 164.410, and any security incident as required by 45 CFR § 164.314(a)(2)(i)(C).
   d. Ensure that any subcontractors that create, receive, maintain, or transmit protected health information on behalf of Business Associate agree to the same restrictions, conditions, and requirements that apply to Business Associate with respect to such information as required by 45 CFR §§ 164.502(e)(1)(ii) and (2) and 164.308(b)(2)(i)-(iii). Business Associate may fulfill this requirement by having the subcontractors execute an agreement that incorporates the terms of this Agreement.
   e. Within fifteen (15) days after Covered Entity's request, make available to Covered Entity any protected health information in Business Associate's control as necessary to enable Covered Entity to satisfy its obligations to provide an individual with access to certain protected health information under 45 CFR § 164.524.
   f. Within thirty (30) days after Covered Entity's request, make available to Covered Entity any protected health information for amendment and incorporate any amendments to protected health information as necessary to enable Covered Entity to satisfy its obligations under 45 CFR § 164.526.
   g. Within thirty (30) days after Covered Entity's request, make available to Covered Entity the information required to provide an accounting of disclosures as necessary to enable Covered Entity to satisfy its obligations under 45 CFR § 164.528.
   h. To the extent Business Associate is to carry out Covered Entity's obligations under 45 CFR Part 164, Subpart E, comply with the requirements of Subpart E that apply to Covered Entity in the performance of such obligations.
   i. Make Business Associate's internal practices, books, and records relating to the use and disclosure protected heath information received from, or created or received by Business Associate on behalf of Covered Entity, available to the Secretary for purposes of determining Covered Entity's compliance with the HIPAA Rules.
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2. Uses and Disclosures by Business Associate.
   
   2.1 Permissible Uses and Disclosures. Business Associate may use or disclose protected health information only as follows:
   a. As necessary to perform the services set forth in the Service Agreement.
   b. To de-identify protected health information in accordance with 45 CFR § 164.514(a)-(c).
   ‍c. As required by law.
   d. For the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate, provided that:
   (i) any disclosures for these purposes are required by law, or
   (ii)(a) Business Associate obtains reasonable assurances from the entity to whom the information is disclosed that the information will remain confidential and used or further disclosed only as required by law or for the purposes for which it was disclosed to the entity, and (b) the entity notifies Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached.
   e. To provide data aggregation services relating to the health care operations of Covered Entity as defined in 45 CFR § 164.501.
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   2.2 Impermissible Uses or Disclosures. Business Associate may not use or disclose protected health information in a manner that would violate 45 CFR Part 164, Subpart E, if done by Covered Entity except for the specific uses and disclosures set forth in Sections 2.1(d)-(e), above.
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   2.3 Minimum Necessary. Business Associate agrees to make uses and disclosures and requests for protected health information consistent with Covered Entity's minimum necessary policies and procedures as disclosed by Covered Entity to Business Associate in advance.
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3. Covered Entity Responsibilities.
   
   3.1 Representations and Warranties. Covered Entity represents and warrants that, prior to execution of this Agreement and at all times during this Agreement, (i) Covered Entity has obtained or will obtain any consent or authorization required by the HIPAA Rules or other law necessary for Business Associate to perform its duties pursuant to this Agreement; and (ii) Covered Entity has notified Business Associate of:
   a. Any limitation(s) in Covered Entity's notice of privacy practices, policies, or agreements, or any order or other limitation imposed on Covered Entity, to the extent that such limitation may affect Business Associate's use or disclosure of protected health information.
   b. Any agreement by Covered Entity with an individual concerning the use or disclose the individual's protected health information, to the extent that such agreements may affect Business Associate's use or disclosure of protected health information.
   c. Any restriction on the use or disclosure of protected health information to which Covered Entity has agreed or with which Covered Entity is required to abide under 45 CFR § 164.522, to the extent that such restriction may affect Business Associate's use or disclosure of protected health information.
   
   3.2 Notice of Change by Covered Entity. Covered Entity agrees to immediately notify Business associate of any noncompliance with the representations and warranties identified in Section 3.1, including any change in the limitations, agreements, or restrictions identified in Section 3.1. Covered Entity understands and agrees that Business Associate entered this Agreement in reliance on Covered Entity's representations and warranties in Section 3.1, and that any non-compliance or change in limitations, agreements or restrictions may affect Business Associate's performance under this Agreement and shall entitle Business Associate to immediately terminate this Agreement and/or the Services Agreement at Business Associate's election.
   
   3.3 Requests by Covered Entity. Covered Entity shall not request Business Associate to use or disclose protected health information in any manner that would not be permitted under 45 CFR Part 164, Subpart E, if done by Covered Entity, except that Business Associate may use or disclose protected health information for Business Associate's data aggregation, management, administration, and legal responsibilities as set forth in Section 2.1(d)-(e).
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4. Term and Termination.
   
   ‍Unless otherwise agreed in writing by the parties, this Agreement shall be effective as of the date executed by the parties and shall continue until terminated as provided below.
   
   ‍4.1 Termination. This Agreement may be terminated as follows:
   a. Either party may terminate this Agreement upon thirty (15) days prior written notice to the other party due to a material breach of this Agreement by the other party. The breaching party shall have the opportunity to cure the breach during the 30-day notice period. If the breaching party fails to cure the breach within the 30-day notice period, the non-breaching party may declare the Agreement terminated by providing written notice at the end of the 30-day period.
   b. Either party may terminate this Agreement if either party determines that the other party has violated any law or regulation and/or that continued performance under this Agreement may subject the party to adverse action by any governmental agency.
   c. Business Associate may terminate this Agreement pursuant to Section 3.2.
   
   4.2 Obligations of Business Associate Upon Termination. Upon termination of this Agreement for any reason, Business Associate, with respect to protected health information received from Covered Entity, or created, maintained, or received by Business Associate on behalf of Covered Entity, shall:
   a. Retain only that protected health information which is necessary for Business Associate to continue its proper management and administration or to carry out its legal responsibilities as described in Section 2.1(d).
   b. If feasible, return or destroy all other protected health information in Business Associate's control.
   c. For any protected health information that is retained, continue to extend the protections of this Agreement to such information and limit further uses and disclosures to those purposes permitted by this Agreement.
   
   4.3 Survival. Business Associate's obligations under this Section shall survive the termination of this Agreement.
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5. Regulatory References. A reference in this Agreement to a section in the HIPAA Rules means the section as in effect or as amended.
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6. Amendment. The parties agree to take such action as is necessary to amend this Agreement from time to time as is necessary to comply with the requirements of the HIPAA Rules and any other applicable law.
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7. Governing Law. This Agreement shall be construed to comply with the requirements of the HIPAA Rules, and any ambiguity in this Agreement shall be interpreted to permit compliance with the HIPAA Rules. All other aspects of this Agreement shall be governed under the laws of the State of Utah.
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8. Assignment/Subcontracting. This Agreement shall inure to the benefit of and be binding upon the parties and their respective legal representatives, successors and assigns. Business Associate may assign or subcontract rights or obligations under this Agreement to subcontractors or third parties without the express written consent of Covered Entity. Covered Entity may assign its rights and obligations under this Agreement to any successor or affiliated entity.
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9. Cooperation. The parties agree to cooperate with each other's efforts to comply with the requirements of the HIPAA Rules and other applicable laws; to assist each other in responding to and mitigating the effects of any breach of protected health information in violation of HIPAA Rules or this Agreement; and to assist the other party in responding to any investigation, complaint, or action by any government agency or third party relating to the performance of this Agreement.
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10. Relation to Services Agreement. This Agreement supplements the Services Agreement. The terms and conditions of the Services Agreement shall continue to apply to the extent not inconsistent with this Agreement. If there is a conflict between this Agreement and the Services Agreement, this Agreement shall control.
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11. No Third Party Beneficiaries. Nothing in this Agreement is intended to nor shall it confer any rights on any other persons except Covered Entity and Business Associate and their respective successors and assigns.
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12. Entire Agreement. This Agreement contains the entire agreement between the parties as it relates to the use or disclosure of protected health information, and supersedes all prior discussions, negotiations and services relating to the same to the extent such other prior communications are inconsistent with this Agreement.‍
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13. Indemnification. If a party to this Agreement breaches any provision of this Agreement or violates any requirement of the HIPAA Rules applicable to the that party, that party shall indemnify, hold harmless and defend the other party from and against any and all claims, losses, liabilities, costs and other expenses incurred by the other party as a result of such breach or violation.
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14. Limitation on Liability. In no event shall Business Associate or any of its directors, officers, agents, parents, affiliates or subsidiaries (collectively "Business Associate') be liable to Covered Entity or any third party for any special, consequential, incidental, or indirect loss or damages arising out Business Associate's acts or omissions relating to this Agreement or theHIPAA Rules whether or not Business Associate has been advised of the possibility of such loss or damages. In all cases, Business Associate's aggregate liability under any legal theory, including contract, tort, or other bases, shall not exceed the fees paid by Covered Entity to Business Associate pursuant to the Services Agreement during the six (6) month period prior to the first occurrence upon which liability is based.