Terms & Conditions of Zentra

Last update: July 27, 2021

Subject and Scope of the Terms & Conditions

Zentra Products

Welcome to Zentra! The following Terms & Conditions (“Terms”) contain the terms and conditions on which Zentra OÜ registered in Tallinn, Estonia (“Zentra”) supplies content, products or services listed on www.myzentra.com (the “Site”), through our application (the “App”) or via other delivery methods to you (any content, products, services and the App are collectively referred to as the “Product” or “Products”). Please read these terms and conditions carefully before ordering any Products from the Site or third party App stores (e.g. the Apple App Store, the Android Play Store etc.). When you order (“Order”) our Products, or otherwise use or access our Products, you agree to be bound by these Terms. The term “Device” refers to the device which is used to access the Products including but not limited to computers, smartphones and tablets. The terms “Zentra,” “us” or “we” refers to Zentra OÜ. The term “you” refers to the user of the Products.

Agreement to Terms

By using our Zentra Products, you accept the use and application of these Terms and to be bound by all applicable laws, rules and regulations.
If you do not agree to these Terms, please refrain from using our Products. Please check that the details in these Terms and on the Order are complete and accurate before you use or commit yourself to purchase our Products. In case of any issues or mistakes, please make sure that you ask us to confirm any changes in writing, as we only accept responsibility for statements and representations made in writing by a Zentra representative.

Changes to Terms & Conditions

Zentra reserves the right to modify or update the Terms (and any other of our policies) at any time or through other communication. If our Terms get modified we will notify users by revising the date at the top of the policy or through other communications. It’s important that you review the Terms whenever they get modified because if you continue to use our Services after we

have posted modified Terms, it will mean to us that you agree to be bound by the updated Terms. If you don’t agree to the modified Terms, then you may not use the Services anymore.

Arbitration Notice

Please note that these Terms contain an Arbitration Clause. Except for certain types of disputes mentioned in the Arbitration clause, you and Zentra agree that disputes between you and Zentra relating to these Terms or your use of the Products will be resolved by binding, individual arbitration and you are waiving your right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding.

Subscriptions

Becoming a Zentra User

In order to access and purchase our Products you may be asked to sign up as a registered user of our Products free of charge (a “User”). To become a Zentra User you need to set up an account by submitting your first name, last name and email address to us, and create a password to be used in conjunction with that email address. Please note that you are responsible for maintaining the confidentiality of your account and password and for restricting access to your Device. You may not register for more than one User account.

While using our Products, you may be asked to provide certain personalized information to us (“User Information”). Our information collection and use policies with respect to the privacy of such User Information are set forth in the Privacy Policy of Zentra. You acknowledge and agree that you are solely responsible for the accuracy and content of User Information, and you agree to keep it up to date.

Please note, that by registering for a Zentra account you confirm that: a) You are legally capable of entering into binding contracts; b) All registration information you submit is truthful and accurate; c) You will maintain the accuracy of such information; and d) Your use of the Products does not violate any applicable law or regulation.

Becoming a Zentra Member

Zentra account holders may access our Products in two ways:
a) A free-of-charge access, which gives unlimited access to selected Practices Solo and for Couples.
b) Paid Subscription (“Membership”): a subscription fee-based access, which gives access to all content including and beyond the free-of-charge offering. You will only have access to Membership while your subscription is active and subsisting. By subscribing to our offer you become a Zentra Member (“Member”).

As a Zentra Member you will receive access to certain sections, features and functions of the Products that are not available to non-members. By agreeing to become a Member you may receive occasional special offer, marketing, and survey communication emails with respect to the Product. You can easily unsubscribe from Zentra commercial emails by following the opt-out instruction in these emails.

As a Zentra Member you are responsible for maintaining the confidentiality of your account, password and other User Information and for restricting access to your Device to further help protect such information. You are responsible for updating your User Information.

When subscribing to our Product you may have access to a free trial period of Zentra, which automatically converts to a paid subscription term after a certain period of time. In such a case, you can disable the automatic conversion by following the cancellation instructions set forth in “the Cancellation” section prior to the date of conversion.

You can become a Zentra Member by purchasing a subscription to Zentra Products within the App, where allowed by the App marketplace partners, or through a bundle with one or more of our bundle subscription partners. Please note that if you purchase a subscription through the Apple iTunes Store or our iPhone application, the sale is final, and we will not provide a refund. Your purchase will be subject to Apple’s applicable payment policy, which also may not provide for refunds. If you purchase a subscription through the Google Play store, the sale is final and we will not provide a refund. Your purchase will be subject to Google’s applicable payment policy, which also may not provide for refunds. If you purchase through one or more of our bundle subscription partners, the purchase may be further subject to the Terms and Conditions

of such partners, and payment and management of the bundle subscription may be administered by them.

You may become a Zentra Member via an annual subscription option. For the purposes of yearly subscriptions a year constitutes 365 calendar days. Our “Yearly” subscription is paid for by an upfront payment with automatic annual renewals. You acknowledge and agree that Zentra is authorized to charge the Payment Method used for:

a) the initial annual subscription fee at the rate secured at the time of purchase, and
b) the non-discounted renewal subscription fee(s).
You must cancel your subscription before it renews in order to avoid billing of the renewal subscription fee to the Payment Method you provided. Refunds cannot be claimed for any partial subscription period.

Zentra Membership and subscriptions are not transferable and therefore you agree to not sell, transfer, or exchange membership accounts or subscriptions in any way or under any circumstance. This expressly applies to any discounted,or free accounts or subscriptions.

In the course of your use of the Products, Zentra and its third party payment service provider may receive and implement updated credit card information from your credit card issuer in order to prevent your subscription from being interrupted by an outdated or invalid card. This disbursement of the updated credit card information is provided to Zentra and Zentra’s third party payment service provider at the sole election of your credit card issuer. Your credit card issuer may give you the right to opt-out of the update service. Should you desire to do so, please contact your credit card issuer.

Our obligation to provide the Products only comes into being when we take receipt of your Order, and we confirm your purchase to you by email. We shall confirm your Order and send you an email to confirm your access to the subscription purchased. Please quote the Order number in all subsequent correspondence with us. Prices may include local taxes (including VAT, when applicable). You agree not to hold us responsible for banking charges incurred due to payments on your account. If payment is not received by us from the Payment Method you provided, you agree to pay all amounts due upon demand by us. You agree that you are not permitted to resell any Products purchased through Zentra for commercial purposes.

Promotion Codes

Any special promotion code or offer provided by Zentra may not be used with any other promotion code or offer, past or present. Introductory offers are only available to new users of the Products, except where expressly stated otherwise. Previous users or trial users of the Products do not qualify as new users. Unless otherwise set forth in the terms of any promotion, all pricing promotions or discounts will apply to the initial period of the subscription, and any renewals will be charged at the non-discounted rate for the type of subscription purchased.

Who May Use the Services

You must be 18 years of age, or the age of majority in your province, territory or country, to use our Products and sign up as a registered user of the Products. Individuals under the age of 18, or the applicable age of majority, may view the content displayed in the Products only with the involvement and consent of a parent or legal guardian, under such person's account, and otherwise subject to these Terms.

Corporate Clients and Other User Communities

Many consumer communities (“Community”) purchase and introduce the Products to their employees and members. In some cases, these Communities may supplement these Terms with their own terms and conditions, which may include additional terms around subscription redemption, usage or supplementary payment for Zentra access. In such event, these Community terms and conditions shall also apply to your use of the Products. In the event of any conflict with such additional terms and these Terms, the additional terms shall prevail.

Changes to Price Terms for Subscriptions

Zentra reserves the right to change its pricing terms for Subscriptions or adjust pricing for our service or any components thereof in any manner and at any time as we may determine in our sole and absolute discretion. Changes to the pricing terms will not apply retroactively and will only apply for Subscription renewals after such changed pricing terms have been communicated to you. Except as otherwise expressly provided for in these Terms, any price changes or changes to your subscription plan will take effect following notice to you. If you do not agree with the changes to Zentra’s pricing terms then you may choose not to renew your Subscription.

Device Requirements

To enjoy Zentra via your smartphone or other Device, your Device must satisfy certain system requirements. These requirements can be found on the Site and the Google, Apple App marketplaces.

Cancellation

Cancellation Policy

If for any reason, you are not satisfied with the Product you have purchased you can cancel your Subscription at any time. Cancellation is effective at the end of the applicable Subscription period. You must cancel your Subscription before it renews to avoid the billing of the fees for the next Subscription period. You will not receive a refund for the fees you already paid for your current subscription period and you will continue to receive the Services ordered until the end of your current Subscription period.

All amounts are payable and charged as yearly subscriptions at the beginning of the subscription and then such subscription renews automatically for an additional period equal in length to the expiring subscription term, until you cancel it.

As you purchase your Subscription via an App Provider, you can cancel the renewal of your subscription at any time with the App Provider. If you wish to cancel your subscription, please make any such cancellation directly on your device. Please note that if you purchase a subscription through the Apple iTunes Store or our iPhone application, you can cancel your subscription by cancelling automatic renewal of paid In App Subscriptions by selecting Manage App Subscriptions in your iTunes Account settings and selecting the subscription you want to modify. If you purchase a subscription through the Google Play store you can cancel automatic renewals in account settings under Subscriptions in the Google Play app, or according to the current process outlined by Google Play.

Upon any termination, discontinuation or cancellation of our Services, all provisions of these Terms which by their nature should survive will survive, including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions. If you have any concerns or objections regarding charges, you agree to raise them with us first and you agree not to cancel or reject any credit card or third party payment processing charges

unless you have made a reasonable attempt at resolving the matter directly with Zentra’s representatives.

Termination

We may terminate your access to and use of the Services, at our sole discretion, at any time and without notice to you. Zentra reserves the right to not process or to cancel your order in certain circumstances, for example, if your credit card is declined, if we suspect the request or order is fraudulent, or in other circumstances Zentra deems appropriate in its sole discretion. Such termination or suspension may be immediate and without notice. A breach of these Terms, includes without limitation, the unauthorized copying or download of our audio or video content from the Products.

Zentra also reserves the right, in its sole discretion, to take steps to verify your identity in connection with your order. You may need to provide additional information to verify your identity before completing your Transaction. We will then either not charge you or refund the charges for orders that we do not process or cancel.

Prohibitions

By accepting the Terms & Conditions you agree not to do any of the following:

a) Post, upload, publish, submit or transmit any Content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;

b) Use, display, mirror or frame the Services, or any individual element within the Services, Zentra’s name, any Zentra trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Zentra’s express written consent;

c) Access, tamper with, or use non-public areas of the Services, Zentra’s computer systems, or the technical delivery systems of Zentra’s providers;

d) Attempt to probe, scan, or test the vulnerability of any Zentra system or network or breach any security or authentication measures;

e) Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Zentra or any of Zentra’s providers or any other third party (including another user) to protect the Services;

f) Attempt to access or search the Services or download Collective 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 Zentra or other generally available third party web browsers;

g) Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;

h) Use any meta tags or other hidden text or metadata utilizing a Zentra trademark, logo URL or product name without Zentra’s express written consent;

i) Use the Services for any commercial purpose or the benefit of any third party or in any manner not permitted by these Terms;

j) Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Zentra Services;

k) Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Services;

l) Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;

m) Impersonate or misrepresent your affiliation with any person or entity; n) Violate any applicable law or regulation; or

o) Encourage or enable any other individual to do any of the foregoing.

Although we’re not obligated to monitor access to or use of the Services or Content or to review or edit any Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

By breaching the provisions of this section, you may commit a criminal offense under applicable laws. We may report any such breach to the relevant law enforcement authorities and we may cooperate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Products will cease immediately.

Materials Offered Through the Products

All materials contained in the Products are owned by Zentra OU (or our affiliates, partners and/or third party licensors, where applicable), unless indicated otherwise. You agree and acknowledge that the materials are valuable property and that other than any specific and limited license for use of such materials, you shall not acquire any ownership rights in or to such materials. The materials may not be used except as provided for in these Terms, and any other relevant terms and conditions provided to you without our prior written permission.

Audio or video content from Zentra not explicitly indicated as downloadable may not be downloaded or copied from the Products or any Device.

The Products are not intended for your commercial use. You must not use any part of the materials used in or on the Products for commercial purposes without obtaining a written license to do so from us. Material from the Products may not be copied or distributed, or republished, or transmitted in any way, without our prior written consent. Any unauthorized use or violation of these Terms immediately and automatically terminates your right to use the Products and may

subject you to legal liability. You agree not to use the Products for illegal purposes (including, without limitation, unlawful, harassing, libelous, invasion of another’s privacy, abusive, threatening or obscene purposes) and you agree that you will comply with all laws, rules and regulations related to your use of the Products. Appropriate legal action may be taken for any illegal or unauthorized use of the Products.

A limited amount of content may be marked and authorized for the user to share in their personal social channels (Instagram, Facebook etc.). With respect to content made available by Zentra through the Products that is specifically identified as available for distribution by you (“Distribution Content”) as part of your blog or other online commentary, analysis or review (“User Commentary”), Zentra grants you a limited right to download, reproduce and distribute Distribution Content over the internet as part of your User Commentary. You may also modify such Distribution Content but only as required to technically enable the display and distribution of such content through your computer systems and over the Internet (e.g. a change in video format or file size) provided such modification does not materially alter the substance or quality of such content. Your display and distribution of Distribution Content may also be subject to other terms and conditions that are set forth in the description of such content in the Products, such as display and distribution of Distribution Content only within specified usage dates. You agree not to publish the Distribution Content with other content that is known by you to be false, inaccurate, or misleading or that is, or that encourages activity or conduct that is, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable. Distribution Content may contain trackers that enable us to collect information with respect to the distribution and consumption of such content.

You may not otherwise download, display, copy, reproduce, distribute, modify, perform, transfer, create derivative works from, sell or otherwise exploit any content, code, data or materials in the Products. If you make other use of the Products, or the content, code, data or materials thereon, except as otherwise provided above, you may violate copyright and other laws and may be subject to liability for such unauthorized use. Zentra will enforce its intellectual property rights to the fullest extent of the law, including the seeking of criminal prosecution.

You may link to our home page in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest

any form of association, approval or endorsement on our part where none exists. You must not establish a link from any website that is not owned by you. The Products must not be framed on any other website, nor may you create a link to any part of our Products unless you have written permission to do so from Zentra. We reserve the right to withdraw linking permission with written notice. The website from which you are linking must comply in all respects with the content standards set out in our acceptable use policy. If you wish to make any use of material on or in the Products other than that set out above, please address your request to connect@myzentra.com.

Intellectual Property

All intellectual property, all trademarks, logos, images, product and company names displayed or referred to on or in the Products are the property of Zentra. Nothing grants you any license or right to use, alter or remove or copy such material. Your misuse of the trademarks displayed on the Products is strictly prohibited. Zentra will enforce its rights to the fullest extent of the law, including the seeking of criminal prosecution.

Products Availability and Warranty

Although we aim to offer you the best service possible, we make no promise that the Products will meet your requirements and we cannot guarantee that the Products will be fault free. If a fault occurs in the Products, please report it to us at connect@myzentra.com and we will review your complaint and, where we determine it is appropriate to do so, correct the fault. If the need arises, we may suspend access to the Products while we address the fault. Your access to the Products may be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or Products. We will restore the Products as soon as we reasonably can. We will not be liable to you if the Products are unavailable for a commercially reasonable period of time.

The Services, Products and Content are provided without warranty of any kind. We make no warranty that the Services or Products will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content.

The information contained in the Products is for general information purposes only. While we endeavor to keep the information up-to-date and correct, we make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability or availability with respect to the Products or the information contained on the Products for any purpose. Any reliance you place on such information is therefore strictly at your own risk.

Medical Disclaimer

Zentra is a provider of online and mobile mindfulness and tantric content in the health & wellness space. We are not a health care or a therapeutic service, nor should our Products be considered medical advice or counseling. Only your therapist or a health care provider can do that. While there is third party evidence from research that mindfulness and tantric tools can assist in improving the overall well-being as well as relationship issues, Zentra makes no claims, representations or guarantees that the Products provide a physical or therapeutic benefit.

Any health information and links on the Products, whether provided by Zentra or by contract from outside providers, is provided simply for your convenience.

To the extent that you participate in any breathwork or movement content featured in the Products, you represent and warrant that you are inadequate physical health to perform such activities and have no disability or condition that would make such movement dangerous. You should consult a licensed physician prior to beginning or modifying any breathwork or movement program that you undertake especially if you have a prior injury, a history of heart disease, high blood pressure, other chronic illness, or condition. You acknowledge that Zentra has advised you of the necessity of doing so.

Any advice or other materials in the Products are intended for general information purposes only. They are not intended to be relied upon and are not a substitute for professional medical or therapeutic advice based on your individual condition and circumstances. The advice and other materials we make available are intended to support the relationship between you and your partner but we are not liable or responsible for any consequences of your having read or been told about such advice or other materials as you assume full responsibility for your decisions and actions. By practicing our exercises with another person you take full responsibility for the

consequences of your behaviour. In particular, to the fullest extent permitted by law, we make no representation or warranties about the accuracy, completeness, or suitability for any purpose of the advice, other materials and information published as part of the Products.

Rights in App Granted by Zentra

Subject to your compliance with these Terms, Zentra grants you a limited, non-exclusive, non-transferable, non-sublicensable license to download, view and display the Content solely in connection with your permitted use of the Services and solely for your personal and non-commercial purposes.

Subject to your compliance with these Terms, Zentra grants you a limited non-exclusive, non-transferable, non-sublicensable license to download and install a copy of the App on a mobile device or computer that you own or control and to run such copy of the App solely for your own personal non-commercial purposes. Zentra reserves all rights in and to the App not expressly granted to you under these Terms. Except as expressly permitted in these Terms, you may not: (i) copy the App (ii) copy, modify or create derivative works based on the App; (iIi) distribute, transfer, sublicense, lease, lend or rent the App to any third party; (iv) reverse engineer, decompile or disassemble the App; or (v) make the functionality of the App available to multiple users through any means. (vi) Use the Products in a way that violates this License Agreement or the other Terms.

You may not make the Products available to the public. The Products made available (in whole or in part) are owned by Zentra and your use of them must be in accordance with these Terms.

General Terms

Warranties and Limitations

Zentra guarantees to you that any Product purchased from us will, on delivery, conform in all material respects with its description and be of reasonably satisfactory quality.

Zentra guarantees that we will use reasonable skill and care in making the Products available to you during your subscription.

Notwithstanding anything to the contrary, you assume full responsibility for your own use of the Products. In no event shall Zentra be liable to you, your heirs, or assigns or to any third party for any loss, death, damage, or bodily injury that you suffer, or that you cause to any third party, in connection with your use of the Products or other activities you undertake in connection with your use of the Products, unless caused by Zentra’s gross negligence, recklessness, or willful misconduct.

The Products and their content are otherwise provided on an “as is” basis and we make no representations or warranties of any kind with respect to them, including as to the accuracy, completeness or currency of the Products or their content. We assume no liability or responsibility for any errors or omissions in the content of the Products, or any failures, delays,

or interruptions in the provision of the Products. We disclaim and exclude any express or implied warranties or representations, including any warranties as to merchantability or fitness for a particular purpose of the Products to the broadest extent permitted by law. We make no warranties or representations, express or implied, as to the timeliness, accuracy, quality, completeness or existence of the content and information posted on the Products. We make no warranties or representations, express or implied, for technical accessibility, fitness or flawlessness of the Products. We make no warranties or representations that your use of content and information posted on the Products will not infringe rights of third parties.

All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity are, to the extent permitted by law, excluded.

No Waiver

Zentra’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Zentra. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Data Protection and Privacy Policy

You agree and acknowledge that your personal details and certain other information about you is collected, stored and processed through our Services. Zentra’s use of this information is subject to our Privacy Policy, available in the App. You further agree and acknowledge that by downloading, installing, using or accessing any part of the Services, you are deemed to have agreed to the collection, storing and processing of such information about you, and in such manner, as set forth in the Zentra’s privacy policy, including to this information being transferred to, and processed in, such countries and by such parties as specified in the privacy policy.

Notices

Unless otherwise specifically indicated, all notices given by you to us must be given to Zentra at connect@myzentra.com. We may give notice to you at the e-mail address you provide to us when you register. Notice will be deemed received and properly served immediately when posted on the Products or when an e-mail or other electronic communication is sent. In proving

the service of any notice via email, it will be sufficient to prove that such email was sent to the specified email address of the addressee.

Force Majeure

We will not be liable to you for any lack of performance, or the unavailability or failure, of the Products, or for any failure or delay by us to comply with these Terms, where such lack, unavailability or failure arises from any cause beyond our reasonable control.

Limitations to Zentra’s Liability

We will use reasonable endeavors to remedy faults in the Products. If we fail to comply with these Terms, your sole and exclusive remedies and our entire obligation and liability to you will in no circumstances exceed the actual amount paid by you for the Products in question. In addition, we will not be liable for:

a) Faulty operation of computers during the registration process or during completion of a subscription or during the transmission of any data and/or for incorrect or overly slow transmission of data by the internet provider and/or any damage that occurs due to information submitted by you not being received by us or not being received promptly or not being considered, as a consequence of technical faults with our software or hardware (whether or not they are within or outside of our control).

b) Any loss or damage due to viruses or other malicious software that may infect your Device, computer equipment, software, data or other property caused by you accessing, using or downloading from the Products, or from transmissions via emails or attachments received from us.

c) To the fullest extent permitted by law, Zentra and its affiliates, suppliers, clients or licensors (collectively, the “Protected Entities”) shall not be liable for any consequential, incidental, special, exemplary or punitive damages or losses, whether direct or indirect, arising from or directly or indirectly related to, the use of, or the inability to use, the Products or the content, materials and functions related thereto, your provisions of information via the products, or lost business or lost sales, or any errors, viruses or bugs contained in the products, even if such Protected Entity has been advised of the possibility of such damages. In no event shall we be liable for or in connection with any content posted, transmitted, exchanged or received by or on

behalf of any user or other person or throughout the Products. In no event shall the total aggregate liability of Zentra to you for all damages, losses and causes of action arising from these terms of use or your use of the Products exceed, in the aggregate, the actual amount, if any, paid by you to Zentra for your use of the Products in question.

d) Notwithstanding anything to the contrary, you assume full responsibility for your own use of the Products. In no event shall Zentra be liable to you, your heirs, or assigns or to any third party for any loss, death, damage, or bodily injury that you suffer, or that you cause to any third party, in connection with your use of the Products or other activities you undertake in connection with your use of the Products.

Governing Law

These Terms and any action related thereto will be governed by the Estonian law. The United Nations Convention on Contracts for the International Sale of Goods does not apply to any of the foregoing.

Arbitration

You and Zentra agree that any dispute, claim or controversy arising from or otherwise concerning these Terms (including disputes concerning the formation or validity hereof), or relating to the Service, shall be settled by mutual negotiations or by binding arbitration. In all other cases, the disputes shall be settled by Estonian courts in Estonia, EU. Each Party, and anyone who uses, accesses or attempts to use or access any part of the Services, hereby irrevocably submits to the said jurisdiction and waives any and all objections they may have thereto.

Any decision (order, judgment or other) that the Estonian Court may deliver in a Parties’ dispute or in connection with the Service shall be enforceable in all jurisdictions.

Arbitration Rules and Process

Applicability of Arbitration Agreement. All disputes arising out of, relating to, or in connection with these Terms or your use of the Services that cannot be resolved informally or in small claims court will be resolved through binding arbitration on an individual basis, except that you and Zentra are not required to arbitrate any dispute in which either party seeks equitable relief

for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets, or patents.

The Federal Arbitration Act governs the interpretation and enforcement of this dispute-resolution provision. Arbitration will be initiated through the American Arbitration Association (“AAA”). If the AAA is not available to arbitrate, the parties will select an alternative arbitral forum. The rules of the arbitral forum will govern all aspects of this arbitration, except to the extent those rules conflict with these Terms. The AAA Consumer Arbitration Rules (“AAA Rules”) governing the arbitration are available online at www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration will be conducted by a single neutral arbitrator.

If the claim is for $10,000 or less, the party initiating the arbitration may choose whether the arbitration will be conducted (1) solely on the basis of documents submitted to the arbitrator; (2) through a non-appearance based telephonic hearing; or (3) by an in-person hearing as established by the AAA Rules in the county of your billing address. In the case of an in-person hearing, the proceedings will be conducted at a location which is reasonably convenient for both parties with due consideration of the ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by the arbitration institution.

Your arbitration fees and your share of arbitrator compensation will be limited to those fees set forth in the AAA Rules with the remainder paid by Zentra. If the arbitrator finds that either the substance of your claim or the relief sought in the arbitration is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In such case, you agree to reimburse Zentra for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.

The arbitrator will decide the jurisdiction of the arbitrator and the rights and liabilities, if any, of you and Zentra. The dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award all remedies available under applicable law, the arbitral forum’s rules, and the Terms. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Zentra.

You and Zentra waive any constitutional and statutory rights to go to court and have a trial in front of a judge or a jury. You and Zentra elect instead to have claims and disputes resolved by arbitration. In any litigation between you and Zentra over whether to vacate or enforce an arbitration award, you and Zentra waive all rights to a jury trial, and elect instead to have the dispute be resolved by a judge.

Where permitted under the applicable law, you and Zentra agree that each may bring claims against the other only in your or our individual capacity and not as a plaintiff or class member in any purported class or consolidated action. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor Zentra are entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in the section “Governing Law and Jurisdiction” above.

You may opt-out of this Arbitration Agreement. If you do so, neither you nor Zentra can force the other to arbitrate. To opt-out, you must notify Zentra in writing by registered mail no later than 30 days after first becoming subject to this arbitration agreement. Your notice must include your name and address, and the email address you used to set up your Zentra account (if you have one), and an unequivocal statement that you want to opt-out of this arbitration agreement. You must send your opt-out notice to the email: connect@myzentra.com.

Notwithstanding the foregoing, either you or Zentra may bring an individual action in small claims court.

This arbitration agreement will survive the termination of your relationship with Zentra.

Contact Information

If you have any questions about these Terms or the Services or Products, please contact us at connect@myzentra.com. When using the Products, you agree to transact with us electronically, and that communication with us will be electronic. You agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing.

You can also contact us via email at connect@myzentra.com to unsubscribe from further communications. Unsubscribing from communication may impact your ability to use the Products.

Severability

If any provision of these Terms is found unenforceable, then that provision will be severed from these Terms and not affect the validity and enforceability of any remaining provisions.

These Terms are effective and were last updated on July 27, 2021. Zentra OÜ Lõõtsa tn 5, 11415 Tallinn, Estonia