Terms of Service

These Terms of Service ("Terms") govern your access to and use of www.zenbang.us (the "Site") and your engagement of ZenBang for website development, web application development, MVP development, software engineering, digital consulting, design, deployment, maintenance, and related services (collectively, the "Services").

"ZenBang," "we," "us," and "our" refer to Zenlock Productions LLC, doing business as ZenBang. ZenBang is a professional full-service web application development department and brand operated under Zenlock Productions LLC.

By accessing the Site, submitting an inquiry, requesting a proposal, entering into a Statement of Work, or otherwise using the Services, you agree to be bound by these Terms. If you are accepting these Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have authority to bind that entity. In that event, "Client," "you," and "your" refer to that entity.

If you do not agree to these Terms, do not use the Site or engage ZenBang for Services.

These Terms apply generally to use of the Site and Services. Specific project engagements may also be governed by one or more written documents, including:

• A proposal;
• A Master Services Agreement;
• A Statement of Work ("SOW");
• An order form;
• A change order;
• A Data Processing Addendum;
• A Non-Disclosure Agreement;
• A maintenance or support agreement; or
• Another written agreement signed by authorized representatives of both parties.

If a signed written agreement conflicts with these Terms, the signed written agreement controls solely with respect to the subject matter of that conflict.

You represent and warrant that:

• You are at least eighteen (18) years old or the age of legal majority in your jurisdiction;
• You have the legal capacity to enter into a binding agreement;
• You will use the Site and Services only for lawful purposes; and
• If acting for a business or organization, you are authorized to accept these Terms and enter into binding agreements on its behalf.

Client acknowledges that timely and accurate cooperation is necessary for ZenBang to perform the Services effectively.

Client will:

• Provide accurate, complete, and timely project information, requirements, content, branding, assets, feedback, decisions, approvals, and access;
• Designate a project contact with authority to make decisions and provide approvals;
• Respond to requests for feedback, approval, testing, content, and information within the timeframe stated in the applicable SOW or, if none is stated, within five (5) business days;
• Ensure that all Client-provided content, data, materials, instructions, and systems are lawful, accurate, and properly authorized;
• Obtain all permissions, licenses, releases, consents, and rights necessary for ZenBang to use Client-provided materials in delivering the Services;
• Maintain backups of Client Data, content, repositories, credentials, and systems unless a signed agreement expressly assigns backup responsibilities to ZenBang;
• Review deliverables, test functionality, and promptly report material defects or nonconformities;
• Maintain appropriate security for Client-controlled accounts, domains, repositories, hosting environments, and credentials; and
• Comply with all applicable laws, regulations, industry obligations, and contractual obligations related to Client's business and use of the deliverables.

Client delays, incomplete information, late approvals, scope changes, unavailable third-party services, or failure to meet these responsibilities may delay delivery dates, increase fees, or require a change order.

"Client Materials" means all content, information, data, code, designs, trademarks, credentials, documentation, specifications, databases, media, and other materials provided or made available by Client or its users, vendors, personnel, or representatives.

Client represents and warrants that:

• Client owns or has secured all necessary rights, permissions, licenses, consents, and authorizations to provide Client Materials to ZenBang;
• ZenBang's authorized use of Client Materials will not infringe, misappropriate, violate, or otherwise conflict with any third-party rights, contract, law, regulation, or privacy obligation;
• Client Materials do not contain malware, malicious code, unlawful content, or material designed to interfere with ZenBang's systems or Services; and
• Client will not instruct ZenBang to build, deploy, or support any product, feature, workflow, or content that is unlawful, fraudulent, deceptive, infringing, discriminatory, or otherwise prohibited by applicable law.

Client grants ZenBang a limited, non-exclusive, non-transferable, non-sublicensable license during the engagement to use, reproduce, modify, host, transmit, display, and process Client Materials solely as necessary to provide the Services and fulfill ZenBang's obligations under the applicable agreement.

Any request that materially changes the agreed scope, deliverables, assumptions, integrations, timeline, technical requirements, or Client responsibilities may require a written change order.

ZenBang may provide an estimate of the additional fees, timeline impact, and revised deliverables before beginning change-order work. ZenBang is not obligated to perform out-of-scope work until the applicable change order is approved in writing.

Informal discussions, suggestions, emails, meetings, messages, or feedback do not amend the scope unless ZenBang confirms the change in writing.

Each party may receive non-public, proprietary, or confidential information from the other party ("Confidential Information").

Confidential Information includes, without limitation:

• Client Data;
• Source code;
• Product specifications;
• Business plans;
• Financial information;
• Pricing;
• Security information;
• Credentials;
• Customer information;
• Trade secrets;
• Technical documentation; and
• Information that a reasonable person would understand to be confidential under the circumstances.

The receiving party will:

• Use the disclosing party's Confidential Information only as necessary to perform or receive the Services;
• Protect Confidential Information using at least reasonable care;
• Limit access to personnel, contractors, and service providers who have a legitimate need to know and are bound by confidentiality obligations; and
• Not disclose Confidential Information to third parties except as permitted by these Terms, a signed agreement, or applicable law.

Confidential Information does not include information that the receiving party can demonstrate:

• Was publicly available through no breach of duty;
• Was lawfully known by the receiving party without restriction before disclosure;
• Was independently developed without use of the disclosing party's Confidential Information; or
• Was lawfully received from a third party without breach of a confidentiality obligation.

If disclosure is legally required, the receiving party may disclose only the portion legally required and, where legally permitted, will provide advance notice to the disclosing party.

Client is responsible for determining whether Client Data contains regulated, sensitive, confidential, or legally protected information and for notifying ZenBang in writing before providing such information.

Unless otherwise agreed in writing, Client will not provide ZenBang with:

• Protected health information subject to HIPAA;
• Payment-card information subject to PCI DSS;
• Social Security numbers;
• Government-issued identification numbers;
• Biometric information;
• Highly sensitive financial information;
• Children's personal information;
• Export-controlled information; or
• Other regulated data requiring specialized safeguards.

Where Client requires ZenBang to process regulated or sensitive information, the parties must first execute any legally required agreements, such as a Data Processing Addendum or Business Associate Agreement, and agree on applicable security controls, scope, and fees.

Client remains responsible for its own compliance with privacy, security, consumer-protection, accessibility, advertising, employment, financial-services, healthcare, and other laws applicable to Client's business and the products Client offers to its users.

The Services may rely on or integrate with third-party services, including hosting providers, cloud platforms, payment processors, analytics providers, domain registrars, email providers, APIs, AI providers, app stores, social networks, authentication providers, database providers, and other vendors.

Client acknowledges that third-party services are governed by their own terms, privacy policies, service levels, fees, security practices, and availability. ZenBang does not control and is not responsible for third-party services, including:

• Service outages;
• API changes;
• Pricing changes;
• Account suspensions;
• Data loss;
• Security incidents;
• Policy changes;
• Feature removal;
• Vendor errors; or
• Discontinuation of service.

ZenBang may recommend third-party services as part of a technical solution, but Client remains responsible for reviewing and accepting applicable third-party terms and costs unless ZenBang expressly agrees otherwise in writing.

Client and Site visitors may not:

• Use the Site or Services for unlawful, fraudulent, harmful, infringing, or deceptive purposes;
• Attempt to gain unauthorized access to ZenBang systems, accounts, repositories, networks, or data;
• Interfere with or disrupt the security or operation of the Site or Services;
• Introduce malware, ransomware, malicious scripts, or harmful code;
• Reverse engineer, decompile, or attempt to extract source code from ZenBang-owned software except where prohibited by law;
• Use ZenBang's intellectual property without authorization;
• Misrepresent affiliation with ZenBang or Zenlock Productions LLC;
• Harass, threaten, abuse, or harm ZenBang personnel or other users; or
• Use the Site or Services in violation of applicable law or third-party rights.

These Terms and any dispute arising out of or related to the Site, Services, deliverables, or these Terms will be governed by the laws of the State of [Insert State/Jurisdiction], without regard to its conflict-of-law principles.

Before initiating formal proceedings, the parties will attempt in good faith to resolve the dispute through informal written notice and discussion for at least thirty (30) days.

Except for claims seeking injunctive or equitable relief to protect intellectual property, confidential information, security, or payment rights, any dispute that cannot be resolved informally will be resolved by binding arbitration administered by [Insert Arbitration Provider] under its applicable rules.

The arbitration will take place in [Insert County and State], unless the parties agree otherwise in writing. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

To the maximum extent permitted by law, disputes must be brought only on an individual basis and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding.

If the arbitration provision is found unenforceable for a particular dispute, that dispute will be resolved exclusively in the state or federal courts located in [Insert County and State], and each party consents to the personal jurisdiction and venue of those courts.

Client agrees that communications, notices, agreements, approvals, invoices, change orders, and other records may be provided electronically, including by email, project-management platform, electronic-signature platform, or other digital means.

Electronic signatures, electronic approvals, and records maintained in electronic form are intended to have the same legal effect as original handwritten signatures and paper records, to the extent permitted by applicable law.

Notices to ZenBang must be sent to:

Notices to Client may be sent to the email address, mailing address, project-management account, or other contact information provided by Client.

Notices are effective when received, except that email notices are effective when sent unless the sender receives a delivery-failure notification.

ZenBang will not be liable for any delay, failure, or interruption in performance caused by events beyond its reasonable control, including natural disasters, acts of government, war, terrorism, civil unrest, labor disputes, internet failures, utility failures, pandemics, cyberattacks, third-party service outages, hosting-provider failures, supply-chain disruptions, or other force majeure events.

If a force majeure event continues for more than sixty (60) days and materially prevents performance, either party may terminate the affected Services by written notice. Client remains responsible for fees and expenses accrued before termination.

Client may not assign, transfer, delegate, or subcontract its rights or obligations under these Terms without ZenBang's prior written consent.

ZenBang may assign these Terms, in whole or in part, to an affiliate, successor, purchaser, or entity acquiring substantially all of ZenBang's or Zenlock Productions LLC's assets or business, provided that the assignee agrees to assume ZenBang's applicable obligations.

If any provision of these Terms is found invalid, unlawful, or unenforceable, that provision will be enforced to the maximum extent permitted by law, and the remaining provisions will remain in full force and effect.

A failure or delay by ZenBang to enforce any provision of these Terms is not a waiver of its right to enforce that provision later. Any waiver must be in writing and signed by an authorized representative of ZenBang.

ZenBang may update these Terms from time to time. The updated Terms will be posted on the Site with a revised "Last Updated" date.

Changes apply prospectively unless otherwise required by law. For ongoing project engagements governed by a signed SOW or other written agreement, changes to these Terms will not modify that signed agreement unless the parties expressly agree in writing.