Zentry Pass Inc. – Terms of Service

1. Introduction

Welcome to Zentry Pass Inc. ("Zentry Pass," "we," "our," or "us"). These Terms of Service ("Terms") govern your access to and use of our website, mobile applications, software, and related services (collectively, the "Platform").

By creating an account, purchasing a membership, or otherwise using the Platform, you agree to be legally bound by these Terms. If you do not agree, you must stop using the Platform immediately.

2. Definitions

• "Platform" – the Zentry Pass Inc. website, mobile applications, software, and services.
• "User" – any individual or entity using the Platform, including Employers, Employees, and Workspaces.
• "Employer" – a business, company, or organization that provides workspace access to its employees through the Platform.
• "Employee" – an individual user who receives workspace access via an Employer's membership.
• "Workspace" – any coworking space, office, or facility partnered with Zentry Pass Inc.
• "Tokens" – digital credits provided by Zentry Pass Inc. that Employees may use to access Workspaces. Tokens are not legal tender, have no cash value, and cannot be redeemed outside the Platform.
• "Content" – any data, information, or materials uploaded, transmitted, or made available through the Platform.

3. Description of Services

Zentry Pass Inc. is a technology platform that connects Employers, Employees, and Workspaces. Employers purchase memberships, Employees use Tokens to access participating Workspaces, and Workspaces receive compensation for qualified check-ins.

Zentry Pass Inc. does not own, operate, or control Workspaces. Each Workspace is solely responsible for its facilities, policies, compliance, and services.

4. User Responsibilities

All Users agree to:

• Provide accurate, current, and complete information when creating an account.
• Maintain the confidentiality of login credentials and accept responsibility for all activity under their account.
• Not share, resell, or transfer accounts, memberships, or Tokens.
• Comply with all Workspace rules, policies, and safety requirements when on-site.
• Use the Platform only for lawful purposes and not in any manner that disrupts the Platform.
• Employers remain responsible for timely payment of all fees and for their Employees' use of the Platform.

5. Data Storage Restrictions

Employers and Workspaces are prohibited from copying, exporting, storing, or transferring data obtained through the Platform into outside databases, systems, or third-party services. This includes employee information, check-in data, reservations, or other Platform data.

All such data must remain within Zentry Pass Inc. and may only be accessed through authorized methods. Unauthorized storage or transfer of data constitutes a material breach of these Terms.

6. Data Sharing and Usage

To enable Platform functionality, Zentry Pass Inc. shares limited information:

• With Workspaces: Employee names, affiliated Employer, and check-in/reservation data for their location only.
• With Employers: Usage and check-in data for Employees under their membership.
• With Employees: Workspace availability and location details.
• Payments: All payments are processed securely through Stripe. Zentry Pass Inc. does not store payment card information.

Zentry Pass Inc. does not sell personal data to third parties.

7. Memberships, Payments, and Tokens

• Employers purchase memberships that grant Employees access to Tokens.
• Tokens may only be used within the Platform and have no cash value.
• Tokens expire at the end of the applicable billing cycle unless otherwise stated. Expired Tokens are forfeited.
• Pricing, fees, and Token allocations may change, and Zentry Pass Inc. reserves the right to adjust plans at any time.
• All fees are billed in advance and are final and non-refundable except where required by law.
• Chargebacks are prohibited. Initiating a chargeback may result in suspension or termination of the account.
• Employers remain liable for all charges, even if Employees do not use the Platform.

8. Workspace Access and Rules

Employees must comply with all Workspace rules, policies, and safety requirements.

Zentry Pass Inc. is not responsible for:

• Workspace conditions, quality, availability, or compliance with laws.
• Loss, theft, injury, harassment, or damages occurring at a Workspace.
• Workspace closures, policy changes, or disruptions.

Access to Workspaces is provided on an "as available" basis.

9. Privacy

Your use of the Platform is also governed by our Privacy Policy, which explains how we collect, use, and protect personal information.

10. Prohibited Uses

You may not:

• Engage in fraudulent check-ins, misuse Tokens, or attempt to manipulate Workspace usage data.
• Share, resell, or transfer access, memberships, or Tokens to third parties.
• Copy, scrape, or misuse Platform data.
• Use the Platform for unlawful or harmful purposes.
• Interfere with, probe, or attempt to disrupt the Platform's security or functionality.
• Use the Platform in jurisdictions subject to U.S. trade sanctions or restrictions.

11. Termination and Suspension

Zentry Pass Inc. may suspend or terminate any account immediately and without notice for:

• Breach of these Terms.
• Fraudulent activity or misuse of Tokens or the Platform.
• Non-payment of fees.
• Actions that may harm Zentry Pass Inc., its Users, or its partners.

Employers may cancel memberships at any time, but fees already paid are non-refundable.

Upon termination, all rights to use the Platform, memberships, and Tokens immediately cease.

12. Intellectual Property

All intellectual property rights in the Platform and its Content are owned by Zentry Pass Inc. or its licensors. Users may not copy, modify, distribute, display, reverse engineer, or exploit any part of the Platform without prior written consent.

13. Disclaimers and Limitation of Liability

The Platform is provided "as is" and "as available," without warranties of any kind.

To the maximum extent permitted by law:

• Zentry Pass Inc. disclaims all warranties, express or implied, including fitness for a particular purpose.
• Zentry Pass Inc. is not responsible for Workspace conditions, safety, or availability.
• Zentry Pass Inc. does not guarantee uninterrupted or error-free service.
• Zentry Pass Inc.'s total liability is limited to the amount you paid to Zentry Pass Inc. in the twelve (12) months preceding the claim.
• Zentry Pass Inc. is not liable for indirect, incidental, special, consequential, exemplary, or punitive damages.

14. Indemnification

You agree to defend, indemnify, and hold harmless Zentry Pass Inc., its affiliates, officers, directors, employees, and agents from and against all claims, liabilities, damages, costs, and expenses (including attorneys' fees) arising from or related to your:

• Use of the Platform,
• Breach of these Terms, or
• Violation of any law or third-party rights.

15. Force Majeure

Zentry Pass Inc. shall not be liable or deemed in breach of these Terms for any delay or failure caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, strikes, pandemics, governmental actions, power outages, or internet failures.

16. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, United States, without regard to conflict of law principles.

Any dispute, claim, or controversy shall be resolved exclusively through binding arbitration administered by the American Arbitration Association (AAA) under its rules, conducted in Delaware, in English, on an individual basis.

You waive the right to participate in a class action, collective action, or jury trial.

International Users agree that U.S. law applies and that any disputes will be resolved exclusively under Delaware law and U.S. arbitration procedures.

17. Assignment

Zentry Pass Inc. may assign or transfer these Terms, in whole or in part, at any time without restriction. Users may not assign or transfer their rights or obligations under these Terms without prior written consent from Zentry Pass Inc.

18. Severability

If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect.

19. Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Zentry Pass Inc. regarding the Platform and supersede all prior or contemporaneous understandings, communications, and agreements.

20. Changes to Terms

Zentry Pass Inc. may update these Terms at any time. Updates will be posted on the Platform with a revised "Last Updated" date. Continued use of the Platform after changes means you accept the updated Terms.

21. Contact Information

For questions about these Terms, contact us at: info@zentrypass.com