TERMS OF SERVICE

Table of Contents

• 1. Acceptance of Terms
• 2. Definitions
• 3. Eligibility
• 4. Account Registration
• 5. Products and Orders
• 6. Device License and Restrictions
• 7. Translation Services
• 8. Subscription Services and Recurring Payments
• 9. Warranty
• 10. Limitation of Liability
• 11. Indemnification
• 12. Intellectual Property
• 13. Privacy and Data Protection
• 14. Export Compliance
• 15. Governing Law and Dispute Resolution
• 16. Termination
• 17. Modifications to Terms
• 18. General Provisions
• 19. Contact Information
• 20. Regional Addenda

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("Customer," "you," or "your") and ZEKNEO Systems Inc. ("ZEKNEO," "Company," "we," "us," or "our") governing your access to and use of the ZEKNEO website (www.zekneo.com), ZEKNEO Enterprise Translator devices, software, firmware, and related services (collectively, the "Services").

By accessing our website, purchasing our products, or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.

If you do not agree to these Terms, do not access or use our Services.

2. Definitions

• "Device" means the ZEKNEO Enterprise Translator hardware product, including all embedded software and firmware.
• "Services" means the ZEKNEO website, Device, cloud services, support services, software updates, and any related services provided by ZEKNEO.
• "User" means any individual who operates or interacts with a Device.
• "Customer" means the individual or entity that purchases or licenses the Device and Services.
• "Content" means all text, data, information, translations, and other materials processed through the Device or Services.
• "Subscription Services" means any recurring services, including but not limited to extended support, premium language packs, and enterprise management features.

3. Eligibility

You must be at least 18 years of age (or the age of majority in your jurisdiction) to purchase or use our Services. By using the Services, you represent and warrant that you meet this requirement and have the legal capacity to enter into these Terms.

Our Services are intended for business and professional use. Consumer protection laws may apply depending on your jurisdiction and intended use.

4. Account Registration

4.1 Account Creation

Certain features of our Services may require you to create an account. You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate.

4.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account.

4.3 Account Termination

We reserve the right to suspend or terminate your account at any time for violation of these Terms or for any other reason at our sole discretion, with or without notice.

5. Products and Orders

5.1 Product Descriptions

We make reasonable efforts to accurately display and describe our products. However, we do not warrant that product descriptions, images, or other content are accurate, complete, or error-free.

5.2 Pricing

All prices are displayed in the currency specified at checkout and are subject to change without notice. Prices do not include applicable taxes, shipping, or customs duties, which will be added at checkout or upon delivery as applicable.

5.3 Orders

Your submission of an order constitutes an offer to purchase. We reserve the right to accept or reject any order for any reason, including but not limited to product availability, errors in pricing or product information, or suspected fraud.

5.4 Payment

Payment is due at the time of order unless otherwise agreed in writing. We accept major credit cards and other payment methods as displayed at checkout. All payments are processed through secure third-party payment processors.

5.5 Shipping and Delivery

Shipping times are estimates only and are not guaranteed. Risk of loss and title for products pass to you upon delivery to the carrier. We are not responsible for delays caused by carriers, customs, or events beyond our control.

6. Device License and Restrictions

6.1 License Grant

Subject to these Terms, ZEKNEO grants you a limited, non-exclusive, non-transferable, revocable license to use the Device and embedded software solely for your internal business purposes.

6.2 Restrictions

You agree not to:

• Copy, modify, adapt, translate, reverse engineer, decompile, or disassemble the Device software or firmware
• Remove, alter, or obscure any proprietary notices on the Device
• Use the Device for any unlawful purpose or in violation of any applicable laws
• Rent, lease, lend, sell, sublicense, or otherwise transfer the Device to third parties without our prior written consent
• Use the Device to infringe upon the rights of others, including intellectual property rights
• Attempt to gain unauthorized access to any systems or networks connected to the Device
• Use the Device in any manner that could damage, disable, or impair our Services
• Use the Device to record, store, or transmit conversations without the consent of all parties where required by law

6.3 Firmware Updates

The Device may automatically download and install updates when connected to the internet. These updates may modify or remove features and are subject to these Terms. You agree to receive such updates as a condition of using the Device.

7. Translation Services

7.1 Translation Accuracy

While we strive for high translation accuracy, automated translation technology has inherent limitations. Translations are provided "as is" and should not be relied upon as the sole basis for critical decisions in legal, medical, financial, or other high-stakes contexts.

7.2 No Professional Substitute

The Device is a communication aid and is not intended to replace professional human interpreters in situations requiring certified or legally binding interpretation. You are responsible for determining when professional interpretation services are required.

7.3 Language Support

We support 53 languages online and offline capabilities as specified in the product documentation. Language availability may vary and is subject to change. We reserve the right to add, modify, or discontinue support for specific languages at any time.

7.4 No Data Retention

The Device processes translations in real-time. Conversation data is not stored on the Device or transmitted to our servers after each session ends. The Device is designed with privacy by design principles.

8. Subscription Services and Recurring Payments

8.1 Subscription Terms

Certain Services may be offered on a subscription basis. Subscription terms, including pricing, billing frequency, and included features, will be specified at the time of purchase.

8.2 Automatic Renewal

Subscriptions will automatically renew at the end of each billing period unless you cancel before the renewal date. You authorize us to charge your payment method on file for renewal fees.

8.3 Cancellation

You may cancel your subscription at any time through your account settings or by contacting support. Cancellation will be effective at the end of the current billing period. No refunds will be provided for partial billing periods.

8.4 Price Changes

We may change subscription prices upon 30 days' notice. Continued use of the subscription after the price change takes effect constitutes acceptance of the new price.

9. Warranty

9.1 Limited Hardware Warranty

ZEKNEO warrants that the Device will be free from defects in materials and workmanship under normal use for a period of two (2) years from the date of original purchase ("Warranty Period").

9.2 Warranty Exclusions

This warranty does not cover:

• Damage caused by accident, misuse, abuse, neglect, or unauthorized modification
• Damage caused by service performed by anyone other than ZEKNEO or its authorized representatives
• Damage caused by failure to follow product instructions
• Normal wear and tear, including battery degradation
• Cosmetic damage, including scratches and dents
• Devices with removed or altered serial numbers
• Damage caused by operating the Device outside permitted or intended uses

9.3 Warranty Claims

To make a warranty claim, contact our support team with proof of purchase. We will, at our sole discretion, repair or replace the defective Device or refund the purchase price.

9.4 Disclaimer

EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH ABOVE, THE DEVICE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.

10. Limitation of Liability

10.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ZEKNEO, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, REGARDLESS OF WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE GREATER OF: (A) THE AMOUNTS YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED US DOLLARS (USD $100).

10.3 Essential Purpose

THE LIMITATIONS IN THIS SECTION APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

10.4 Jurisdictional Limitations

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IN SUCH JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

11. Indemnification

You agree to indemnify, defend, and hold harmless ZEKNEO, its affiliates, and their respective directors, officers, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

• Your use of the Services
• Your violation of these Terms
• Your violation of any applicable laws or regulations
• Your violation of any third-party rights, including intellectual property rights
• Any Content you process through the Device
• Any dispute between you and any third party related to the Services

12. Intellectual Property

12.1 Ownership

The Device, Services, and all related intellectual property, including but not limited to software, firmware, designs, trademarks, trade names, logos, patents, and copyrights, are and shall remain the exclusive property of ZEKNEO and its licensors.

12.2 Trademarks

"ZEKNEO," the ZEKNEO logo, and other ZEKNEO marks are trademarks of ZEKNEO Systems Inc. You may not use our trademarks without our prior written consent.

12.3 Feedback

If you provide us with any feedback, suggestions, or ideas regarding the Services ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such Feedback into our products and services without any obligation to you.

13. Privacy and Data Protection

Your use of the Services is subject to our Privacy Policy, which is incorporated into these Terms by reference. Please review our Privacy Policy to understand how we collect, use, and protect your personal information.

14. Export Compliance

You agree to comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control (OFAC), and the International Traffic in Arms Regulations maintained by the U.S. Department of State. You represent and warrant that you are not located in, under the control of, or a national or resident of any country subject to trade sanctions or embargoes.

15. Governing Law and Dispute Resolution

15.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of law principles.

15.2 Dispute Resolution

Any dispute arising out of or relating to these Terms or the Services shall be resolved as follows:

• Informal Resolution: Before initiating formal proceedings, you agree to contact us at legal@zekneo.com to attempt to resolve the dispute informally for at least 30 days.
• Arbitration: If informal resolution fails, disputes shall be resolved by binding arbitration administered by the London Court of International Arbitration (LCIA) in accordance with its rules. The arbitration shall be conducted in London, England, in the English language.
• Exceptions: Either party may seek injunctive relief in any court of competent jurisdiction to protect intellectual property rights or to prevent irreparable harm.

15.3 Class Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

15.4 Regional Variations

If you are a consumer in the European Union, you may be entitled to bring proceedings in your country of residence. If you are a consumer in Brazil, disputes may be resolved in accordance with the Brazilian Consumer Defense Code.

16. Termination

16.1 Termination by You

You may stop using the Services at any time. Account termination does not entitle you to any refund of fees paid.

16.2 Termination by Us

We may suspend or terminate your access to the Services at any time, with or without cause, with or without notice. Grounds for termination include but are not limited to violation of these Terms, fraudulent or illegal activity, or non-payment of fees.

16.3 Effect of Termination

Upon termination:

• Your license to use the Device software and Services is revoked
• You must cease all use of the Services
• We may delete your account and associated data
• Provisions that by their nature should survive termination shall survive, including but not limited to Sections 9.4 (Disclaimer), 10 (Limitation of Liability), 11 (Indemnification), 12 (Intellectual Property), and 15 (Governing Law)

17. Modifications to Terms

We reserve the right to modify these Terms at any time. When we make material changes:

• We will update the "Last Updated" date at the top of these Terms
• We will notify you via email or prominent notice on our website
• For existing Customers, changes will take effect 30 days after notice

Your continued use of the Services after changes take effect constitutes acceptance of the modified Terms. If you do not agree to the modified Terms, you must stop using the Services.

18. General Provisions

18.1 Entire Agreement

These Terms, together with the Privacy Policy and any order documents, constitute the entire agreement between you and ZEKNEO regarding the Services and supersede all prior agreements and understandings.

18.2 Severability

If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

18.3 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

18.4 Assignment

You may not assign or transfer these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction.

18.5 Force Majeure

We shall not be liable for any failure or delay in performance due to causes beyond our reasonable control, including but not limited to acts of God, war, terrorism, pandemics, labor disputes, government actions, or internet or telecommunications failures.

18.6 Notices

Notices to you may be made via email to the address associated with your account or by posting on our website. Notices to us must be sent to legal@zekneo.com or to our registered address.

18.7 No Third-Party Beneficiaries

These Terms do not create any third-party beneficiary rights.

18.8 Headings

Section headings are for convenience only and shall not affect the interpretation of these Terms.

19. Contact Information

If you have any questions about these Terms, please contact us:

ZEKNEO Ai Inc.
Address: 8, The Green, Ste A, Dover. DE 19901 - USA
Email: legal@zekneo.com
Support: support@zekneo.com

20. Regional Addenda

20.1 European Union and United Kingdom

If you are a consumer in the EU or UK, you have statutory rights under consumer protection laws that cannot be waived by these Terms. Nothing in these Terms affects your statutory rights to cancel distance contracts within 14 days or your rights under applicable product liability laws.

20.2 United States

If you are located in the United States, these Terms are a binding contract between you and ZEKNEO. The arbitration agreement in Section 15 applies to you, except where prohibited by applicable state law.

20.3 Brazil

If you are a consumer in Brazil, you are entitled to protections under the Brazilian Consumer Defense Code (Código de Defesa do Consumidor). Any terms in conflict with such protections shall be modified to the minimum extent necessary to comply with Brazilian law.

20.4 Asia-Pacific

If you are located in China, Singapore, Japan, South Korea, or other Asia-Pacific jurisdictions, local consumer protection and data protection laws may apply in addition to these Terms. We comply with applicable local requirements in each jurisdiction where we operate.