Terms & Conditions

Effective Date: August 18, 2025 (the “Effective Date”)

These Terms and Conditions (the “Terms”) govern the access and use of the ZNest.ai and ZNest.com platforms and the AI-powered HR automation products, including the Onboarding Agent, Credentialing Agent, and Help Desk Agent (collectively, the “Services”). These Terms form a binding agreement between ZNest Seniors, Inc. (“ZNest,” “we,” “us,” or “our”) and the Facility Provider (defined below) that subscribes to or uses our Services. By purchasing a subscription, creating an account, or using any of the Services, you (“you” or “Facility Provider”) agree to these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity to these Terms. If you do not agree with these Terms, you must not use the Services.

1. Definitions

Facility Provider: A senior housing or skilled nursing operator (such as an assisted living community, memory care facility, or nursing home) that purchases access to the ZNest platform. This is the primary customer under these Terms. A workforce placement agency will be treated identically to a Facility Provider.

Services: The cloud-based software services provided by ZNest, including the Onboarding Agent, Credentialing Agent, and Help Desk Agent, as well as the ZNest web platform, APIs, documentation, and any other related products or services we make available.

Authorized Users: Individuals authorized by the Facility Provider to use the Services under its account (for example, the Facility Provider’s employees or contractors). Each Authorized User must abide by these Terms.

Candidates: Prospective or current job applicants, employees, or staff members of the Facility Provider whose information is processed through the Services (e.g., during onboarding or credentialing).

Residents/Customers: Individuals who reside in or receive care/services from the Facility Provider, or their family members or other customers, who may interact with the Help Desk Agent (for example, by sending inquiries via text).

Third-Party Services: Independent third-party providers or systems that the Services may integrate with or automate workflows for, such as background check services, health screening clinics, drug testing services, messaging/SMS gateways, or payroll/HR systems.

2. Description of Services

ZNest is a vertical AI platform focused on the senior living industry. Our Services use artificial intelligence to automate and streamline certain human resources and communications tasks for Facility Providers. The Services include the following AI-powered agents and tools:

Onboarding Agent: Automates the coordination of candidate pre-hire activities and onboarding tasks. The Onboarding Agent guides job candidates through required pre-employment steps – from scheduling background checks to arranging health screenings – via automated communications. Limitations: ZNest’s Onboarding Agent facilitates these processes but does not itself conduct background checks, health exams, or drug tests. For example, the Onboarding Agent may coordinate or initiate background check workflows with your chosen background check provider, and provide HR visibility into the status, but ZNest is not a consumer reporting agency or healthcare provider. Facility Provider remains responsible for engaging appropriate licensed third-party services to perform any actual background investigations or medical tests. ZNest makes no warranty or representation regarding the accuracy or outcome of any background check or screening, which are performed by third parties (ZNest’s AI simply helps manage the workflow). The Facility Provider is responsible for reviewing results of background checks and screenings and making all hiring decisions in compliance with applicable law.
Credentialing Agent: Collects, verifies, and tracks staff credentials and certifications. The Credentialing Agent cross-references role requirements with uploaded credentials, uses AI (including computer vision) to verify licenses or certificates, monitors expiration dates, and sends alerts or reminders for renewals. Limitations: While the Credentialing Agent automates verification and tracking, ZNest is not an official licensing body or regulatory authority. The Service can assist in identifying credential expirations or discrepancies, but the Facility Provider is ultimately responsible for ensuring that each employee’s credentials are current and valid under state and federal requirements. ZNest does not issue or guarantee licenses or certifications; it relies on the information provided by the Facility Provider or external databases. The Facility Provider must input accurate credential information and respond to any alerts (e.g., by renewing a certification before expiration). ZNest’s automated checks are tools to aid compliance but do not replace the Facility Provider’s own duty to maintain compliance with applicable credentialing laws and regulations.
Help Desk Agent: An AI-driven help desk communication tool that provides immediate answers to questions via text message (SMS) or chat. There are two primary use cases: (a) an HR Help Desk for employees (empowering a Facility Provider’s staff to get instant answers to HR or policy questions, reducing repetitive inquiries to the HR team), and (b) a Customer/Resident Help Desk for residents, their families, or prospective customers (providing quick answers to common questions and freeing up the provider’s customer service team). Limitations: The Help Desk Agent uses AI to generate responses, so while we strive for accuracy and helpfulness, responses are provided “as is” without guarantee of correctness. The Facility Provider should not rely on the Help Desk Agent for giving medical, legal, or emergency advice. For example, the Help Desk should not be used by residents or staff to seek urgent medical guidance or report emergencies. Any critical or sensitive inquiries should be handled by qualified personnel rather than the AI. ZNest is not liable for any incorrect or inappropriate answers provided by the AI, and the Facility Provider is responsible for supervising the use of the Help Desk and reviewing or overriding responses if necessary. We also expect the Facility Provider to configure the Help Desk content within the scope of appropriate frequently asked questions and not to use it in a manner that could violate any privacy or consumer protection laws (such as by disclosing personal health information without authorization via the Help Desk).

Service Modifications: ZNest may continually update and improve the Services. We reserve the right to add, remove, or modify features of the Services from time to time. We will endeavor to give advance notice of any material changes. Any new features or tools that enhance or modify the current Services (including new modules or AI agents in the future) will also be subject to these Terms, unless separate terms are provided.

Third-Party Integrations: Some Services may involve integrations with or use of Third-Party Services. For example, the platform may integrate with third-party background check services, SMS messaging providers, or payroll/HR systems to facilitate the automation. These Third-Party Services are not operated by ZNest, and ZNest does not guarantee and is not responsible for the performance of any third-party system. The Facility Provider is responsible for complying with any terms of use of those third-party providers and for any fees or charges those providers may impose (e.g., fees for background check reports or messaging rates via an SMS gateway). ZNest’s Services may automate interactions with these systems (such as logging into a state licensing website to verify a certificate or sending data to a background check API) as an agent on your behalf, but this is provided for your convenience. ZNest does not assume liability for the acts or omissions of third parties, and no third-party is a legal sub-contractor, partner, or agent of ZNest for purposes of these Terms. If a Third-Party Service integration becomes unavailable or if a provider ceases to operate, ZNest will attempt to promptly inform you and work with you to find an alternative solution or workaround, but such events will not be deemed a breach of our obligations.

3. Subscription Fees and Payment Terms

Subscription Model: ZNest offers the Services on a subscription basis. Facility Providers typically pay a recurring subscription fee per facility (location) for access to the platform. By default, the Services are licensed as follows:

Onboarding Agent is $0.50 per bed per month for Independent Living and $3 per bed per month for Assisted Living, Memory Care, and Skilled Nursing Facilities.
Credentialing Agent is $1 per licensed employee per month.
Help Desk is $0.50 per employee per month for the Employee Help Desk, $0.50 per bed per month for the Resident Help Desk and Customer Service Help Desk, and $15 per month for the Personal Help Desk.

Pricing Tiers and Variations: ZNest may offer different pricing tiers or packages based on factors such as the number of licensed beds at a facility, the number of Authorized Users, or the specific bundle of products the Facility Provider uses. For instance, a larger skilled nursing facility with a high bed count or a Facility Provider that opts to use all three agents (Onboarding, Credentialing, and Help Desk) might have a higher monthly fee than the base rate, whereas a smaller community might have a lower fee or a discount available. Any such tiered pricing structure or volume-based discounts will be disclosed in your order form or subscription plan at sign-up. Enterprise Contracts: For enterprise customers (e.g. operators with many facilities or custom requirements), ZNest may enter into a separate master subscription agreement or enterprise contract with pricing and terms negotiated individually. In the event of any conflict between these online Terms and an executed enterprise agreement with a Facility Provider, the terms of the executed agreement will control to the extent of the conflict.

Billing and Payment: Subscription fees will be billed in advance on a monthly basis (or other billing frequency agreed in writing, such as quarterly or annually). Fees are due net 30 days from invoice date unless otherwise stated. The Facility Provider must provide current and accurate billing contact information and promptly update any changes. Payments will be made in U.S. dollars and are exclusive of any taxes. The Facility Provider is responsible for any sales, use, value-added, or similar taxes (other than taxes on ZNest’s net income) that may apply to the subscription. ZNest may charge applicable taxes unless you provide a valid tax-exemption certificate.

Changes to Fees: ZNest may modify the subscription fees or introduce new fees for new features in the future. Any fee change will not affect your current subscription term but will apply upon renewal or upon commencement of any new subscription term. ZNest will provide you with reasonable advance notice (at least 30 days) of any increase in fees to allow you to cancel the subscription before the change takes effect, if desired. Notice may be provided via email to your account administrator or via an in-app notification. Continued use of the Services into a new billing term after a fee change constitutes acceptance of the new fees.

Late Payments: If you fail to pay fees when due, ZNest reserves the right to charge interest on overdue amounts at the rate of 1.5% per month (or the highest rate allowed by law, if lower), from the payment due date until paid. Additionally, if any invoice remains unpaid more than 30 days past its due date, ZNest may, after providing a notice of non-payment, suspend your access to the Services until the account is brought current. The Facility Provider will be responsible for ZNest’s costs of collection (reasonable attorneys’ fees, etc.) for any significantly overdue amounts.

No Refunds: Except as expressly provided in these Terms or required by law, all fees paid are non-refundable. If a subscription is terminated early (other than due to ZNest’s uncured breach as specified in Section 11), the Facility Provider will not be entitled to a refund for the unused portion of the subscription term. ZNest may, at its discretion, offer pro-rated refunds or credits in extenuating circumstances or as stated in a specific service order or promotion.

4. Facility Provider Responsibilities and Acceptable Use

By using the Services, the Facility Provider agrees to the following responsibilities and usage guidelines:

Provision of Accurate Data: You must provide accurate, current, and complete information when using the Services. This includes, for example, supplying correct candidate data (e.g. names, contact information, positions) for onboarding, and accurate credential information (licenses, certification documents) for verification. You are responsible for updating any information that is outdated or incorrect. ZNest is not responsible for errors or issues arising from inaccurate data input by the Facility Provider or its Authorized Users.
Compliance with Laws and Regulations: You are responsible for understanding and complying with all laws and regulations applicable to your use of the Services and your industry. This includes, without limitation, employment laws, labor regulations, health and safety laws, and credentialing requirements in the jurisdictions where you operate. While the Services are designed to assist with compliance (for example, helping track state-specific credential rules and deadlines), ZNest does not provide legal advice or guarantee compliance. You must ensure that your policies and decisions (such as hiring or credentialing decisions) adhere to applicable laws. For example, if you use the Onboarding Agent to communicate with candidates, you must still comply with anti-discrimination laws in hiring; if you use the Help Desk Agent to communicate with residents or customers, you must comply with consumer protection and privacy laws governing those communications. If a law or regulation requires that certain information be provided in a specific manner, or that certain notices or consents be obtained, you are responsible for fulfilling those requirements.
Consent for Communications: The Services (particularly the Onboarding Agent and Help Desk Agent) may send text messages (SMS), emails, or other communications to candidates, employees, or residents on your behalf. You are responsible for obtaining any necessary consent from individuals to receive such communications, as required under laws such as the Telephone Consumer Protection Act (TCPA) or other anti-spam/marketing laws. For example, if the Onboarding Agent will text a job candidate to guide them through a process, you should have that candidate’s permission to contact them via text. Similarly, use of the Help Desk Agent with residents/customers should comply with any applicable consent or opt-out requirements. You agree not to use the Services to send unsolicited or unauthorized messages that would violate any law.
Use for Intended Purpose: No Unlawful or Harmful Use: You may use the Services only for the intended business purposes of HR automation and internal operations of your senior living or skilled nursing facility. Any misuse of the Services is prohibited. You will not: (a) use the Services in a manner that violates any law or infringes any person’s rights (including data privacy rights); (b) use the Services to transmit any harassing, discriminatory, obscene, or otherwise inappropriate content; (c) attempt to probe, scan, or test the vulnerability of the platform or circumvent any security measures; or (d) permit any third party (except Authorized Users under your account) to access or use the Services. The Facility Provider is responsible for all activities that occur under its account by its Authorized Users. You must ensure that all Authorized Users are trained on the proper use of the Services and comply with these Terms.
Local Credentials and Background Check Practices: Different states and localities have varied rules on healthcare employee credentials, background checks, and health requirements. ZNest’s platform includes a dynamic compliance engine that references state-specific regulations to aid compliance. However, you remain responsible for checking and following the most current local requirements. If our Service provides a notice or recommendation (for example, notifying you that a certain certification is required for a role or that a background check must be renewed after a certain period), you should verify this advice, especially if you are aware of recent changes in law. If you become aware of any discrepancy between what the Service suggests and what your interpretation of the law is, you should contact ZNest or refrain from relying on the Service’s suggestion until clarified. You agree to promptly notify ZNest if you discover any regulatory compliance inaccuracies in the Services so that we can address them.
Third-Party Accounts and Integration Data: If you choose to integrate ZNest with any Third-Party Services or systems (for example, linking to your payroll system or using an API of a background check vendor), you are responsible for obtaining and maintaining any accounts or credentials needed with those third parties. You must ensure you have the right to input data into, or retrieve data from, those systems via our Services. For instance, if ZNest’s Onboarding Agent uses a login you provide to fetch results of a background check from a third-party website, you confirm that this automated access is permitted by that website’s terms and that you have authorized ZNest to perform such access on your behalf. You also remain responsible for any fees charged by third-party services as a result of integration or automated usage (e.g., a fee per background check report).
Data Input and Backup: You are responsible for maintaining your own copies of any data you submit to the Services. While ZNest follows robust data retention and backup practices, and will store your data in the platform for your use, we encourage Facility Providers to keep backup copies of important records (such as copies of credentials or background check reports) as part of your own record-keeping obligations. ZNest is not liable for any loss or corruption of data to the extent you have not maintained backup copies outside the platform.
Administrator Responsibility: If you are the administrator of your Facility Provider account, you are responsible for managing your Authorized Users (for example, adding or removing employee access) and safeguarding login credentials. You will promptly notify ZNest of any unauthorized use of your account or any security breach related to the Services that you become aware of.

5. Intellectual Property Rights

Ownership of ZNest IP: All rights, title, and interest in and to the Services and the underlying software, algorithms, AI models, designs, user interfaces, know-how, workflows, and documentation are and will remain the sole and exclusive property of ZNest and its licensors. ZNest owns all intellectual property rights in the platform, including any improvements or enhancements made to it. The structure, organization, and underlying source code of the software are trade secrets of ZNest. By using the Services, no ownership rights are transferred to the Facility Provider. Rather, ZNest grants you a limited, revocable, non-exclusive, non-transferable license during the term of your subscription to access and use the Services for your internal business purposes in accordance with these Terms.

Feedback: If the Facility Provider or its users provide any suggestions, feedback, or ideas regarding the Services (e.g. suggestions for new features or improvements), ZNest will be free to use and incorporate such feedback in its products without any obligation or compensation to you. You hereby grant ZNest a perpetual, worldwide, irrevocable, royalty-free license to exploit any feedback you provide for any purpose.

Facility Provider Data: As between you and ZNest, you retain all rights to the data and content that you (or your Authorized Users) input into the Services, such as candidate information, employee records, text of inquiries to the Help Desk, and any documents you upload (“Customer Data”). ZNest does not claim ownership of your Customer Data. However, by using the Services, you grant ZNest and its subcontractors a limited license to host, use, process, transmit, and display your Customer Data as necessary to provide the Services to you and to otherwise fulfill our obligations (for example, storing credential documents you upload so they can be analyzed by the AI, or reading inquiry messages so the AI can formulate responses). This license also permits ZNest to use and modify Customer Data for internal purposes of improving the Services, developing new features, and creating aggregated, anonymized statistical analytics about platform usage. ZNest will not disclose any personally identifiable Customer Data to other customers or third parties except as permitted in these Terms, in our Privacy Policy, or with your instruction or consent.

ZNest Templates and Content: If ZNest provides any content as part of the Services – for example, templates of documents, suggested text for communications, or AI-generated responses – such content is for your use within the Services only. ZNest retains all rights to any such content. You may not copy documentation, text, or training materials we provide for use outside of the Services without permission.

Restrictions: The Facility Provider shall not, and shall not permit any third party to: (a) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or underlying ideas or algorithms of the Services (except to the limited extent such restrictions are prohibited by law); (b) modify or create derivative works based on the Services; (c) rent, lease, lend, sell, sublicense, or distribute the Services to any third party (except providing access to Authorized Users for your internal operations); (d) remove or obscure any proprietary notices on the platform or within the output of the platform; nor (e) use any robot, spider, scraper, or other automated means to access the platform for any purpose outside the scope of the Services’ intended use.

Third-Party Components: The platform may include certain open-source or third-party software components that are subject to separate license terms. To the extent required by those terms, ZNest will identify these components in the documentation or upon request, and those third-party terms will control solely for those components. Nothing in these Terms limits your rights under, or grants you rights that supersede, the license terms of any applicable open-source software.

6. Data Privacy and Security

Privacy Policy: ZNest’s Privacy Policy describes our practices regarding the collection, use, and protection of personal information in connection with the Services. By using the Services, the Facility Provider acknowledges the Privacy Policy. In the event of a conflict between these Terms and the Privacy Policy regarding handling of personal data, these Terms shall control for the specific subject matter herein, and the Privacy Policy shall control in all other respects.

Protection of Personal Data: ZNest is committed to protecting the privacy and security of any personal data and sensitive information processed through our Services. We implement administrative, physical, and technical safeguards designed to secure personal information against unauthorized access or disclosure. These measures include access controls, encryption of data in transit and at rest, network security monitoring, and regular security assessments, consistent with industry best practices and applicable law. ZNest’s internal policies align with stringent standards such as the Health Insurance Portability and Accountability Act (HIPAA) and the California Consumer Privacy Act (CCPA), given the nature of our platform as a service provider for senior care operations.

HIPAA and Healthcare Data: To the extent the Facility Provider is a “Covered Entity” under HIPAA and uploads or stores any Protected Health Information (PHI) on the ZNest platform, ZNest will act as your “Business Associate.” We maintain HIPAA-compliant security controls and policies to safeguard PHI. If required, ZNest is willing to execute a Business Associate Agreement (BAA) with you to further detail each party’s responsibilities regarding PHI. (If you require a BAA, please contact us; use of the Services for PHI without a formal BAA is at your own risk.) You, as the Covered Entity, are responsible for only disclosing the minimum necessary PHI to ZNest for the Services and for obtaining any patient/resident authorizations required for such disclosure. ZNest will not use or disclose PHI except as permitted by HIPAA and the BAA or as otherwise authorized by you. In the event of any security incident or breach involving your PHI, ZNest will promptly notify you in accordance with HIPAA’s breach notification rules and cooperate with you to address the incident.

Confidentiality: In the course of using the Services, both parties may have access to information that is confidential to the other. For the Facility Provider, your Customer Data is your confidential information (to the extent it is not public or independently known). For ZNest, the Services software and documentation, as well as any pricing or product roadmaps we may share with you, are our confidential information. Each party agrees to take reasonable measures to protect the other’s confidential information and not to disclose it to any third party (except for that party’s employees, contractors, advisors, or service providers who have a need to know for the purpose of the business relationship and are bound by confidentiality obligations). Confidential information does not include information that is or becomes public through no fault of the receiving party, or that was independently developed or rightfully obtained by the receiving party. This confidentiality obligation survives termination of the agreement.

Data Retention and Deletion: ZNest will retain Customer Data for the duration of your subscription. Upon termination of the Services, ZNest will, at your request, export or make available for download your Customer Data stored in the platform (in a standard format, which may include database exports, CSV files, or PDF reports). ZNest may retain backup copies of Customer Data after termination.. Please consult our Privacy Policy for more details on data retention periods.

Security Commitments: We continuously monitor and improve our security measures. ZNest has an incident response plan and will take prompt action in response to any security incident affecting the Services. We will notify you without undue delay if we verify that a data breach has occurred involving your Customer Data, in accordance with applicable law. ZNest also requires its key subcontractors who may process Customer Data (such as data hosting providers) to implement security measures and commitments consistent with ours. However, you acknowledge that no service can be 100% secure and you use the Services at your own risk. It is important that you also safeguard your login credentials and notify us immediately of any unauthorized access or suspicious activity in your account.

7. Disclaimers of Warranties

As-Is Basis: The ZNest Services are provided to the Facility Provider on an “as is” and “as available” basis. To the fullest extent permitted by law, ZNest disclaims all warranties, whether express, implied, statutory, or otherwise, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from course of dealing or usage of trade. ZNest does not warrant that the Services will be completely error-free, uninterrupted, secure, or will meet all of your requirements. Due to the complex nature of AI and software, we cannot guarantee that the Services will detect or prevent every possible error or compliance issue, or that it will operate without interruption or perfect accuracy.

No Guarantee of Outcomes: The Facility Provider acknowledges that ZNest is a tool to assist and augment your own human resources and compliance workflows. ZNest does not guarantee any specific outcomes such as a particular time-to-hire improvement, a reduction in regulatory citations, or any financial results for your facility. Any metrics or examples provided (such as faster onboarding times or cost savings) are illustrative and not a warranty of performance. The effectiveness of the Services can depend on factors outside of ZNest’s control, including the Facility Provider’s own internal processes and the accuracy of data provided.

Not a Background Check or Legal Service: ZNest is not in the business of providing professional advice (legal, medical, or otherwise) or regulated background screening services. The Services and any AI outputs (including any automated communications, answers, or alerts generated by the system) are for informational and assistive purposes only. ZNest does not endorse or certify the accuracy of any information obtained via third-party integrations (for example, if a background check result is shown, that result is provided by a third-party service and ZNest isn’t verifying its truthfulness). Facility Provider should use discretion and professional judgment in relying on any information from the Services. You are solely responsible for any decisions or actions you take (such as hiring decisions, disciplinary actions, or responses to inquiries) based on information or suggestions obtained through the Services.

AI-Related Disclaimers: The Help Desk Agent and other AI components rely on machine learning models that may occasionally produce incorrect or inappropriate responses. ZNest does not guarantee that AI-generated content will always be correct, complete, or suitable for every situation. No information provided by the AI should be considered professional advice. For example, if the Help Desk Agent answers an HR policy question or a health-related question from a resident, that answer may not be reviewed by a human and could be wrong or not tailored to a specific circumstance. The Facility Provider should review AI outputs as needed and is responsible for providing oversight. ZNest will not be liable for any actions taken by users or third parties based on AI outputs.

No Other Warranties: No agent or representative of ZNest is authorized to make any warranty or representation contrary to those expressly set forth in these Terms. While we may provide training, support, or consultation to help you utilize the Services, such assistance does not include any additional warranty. You assume all risk for any decisions made or actions taken based on information obtained through the Services.

Some jurisdictions do not allow the exclusion of certain warranties, so some of the above disclaimers may not apply to you. In such event, the warranties will be limited to the minimum extent required by applicable law.

8. Limitation of Liability

Indirect Damages: To the maximum extent permitted by law, in no event will ZNest or its officers, directors, employees, agents, or affiliates be liable to the Facility Provider or any third party for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, revenue, business, goodwill, opportunity, or data, arising out of or related to the Services or these Terms. This limitation applies regardless of whether such damages were foreseeable, and regardless of the legal theory (contract, tort, strict liability, or otherwise) upon which a claim is based. For example, ZNest shall not be liable for any loss of revenue or increased labor costs resulting from a downtime of the platform, nor for any fines or penalties imposed on the Facility Provider due to compliance lapses (even if the Services failed to flag an issue), nor for any damages resulting from inaccurate AI responses or third-party service failures, even if ZNest was advised of the possibility of such damages.

Cap on Direct Liability: To the fullest extent permitted by law, ZNest’s total cumulative liability for all claims arising out of or relating to these Terms or the Services, whether in contract, tort (including negligence), or otherwise, shall not exceed the total amount of fees actually paid by the Facility Provider to ZNest for the Services in the twelve (12) months immediately preceding the event giving rise to the liability (or, if the claim arises during a free trial or beta period when no fees have been paid, $100). This aggregate cap includes any and all claims combined, not per-incident.

Exceptions: The limitations of liability in this Section will not apply to the extent prohibited by law, and they do not limit liability for gross negligence, willful misconduct, or fraud by ZNest, nor for any personal injury or property damage caused by ZNest if and to the extent such liability cannot be limited under applicable law. Additionally, the cap on monetary liability will not apply to ZNest’s indemnification obligations under Section 9 (if any) or liability for direct damages arising from a breach of confidentiality or data security obligations; however, in no event shall ZNest’s liability for data breach-related direct damages exceed two (2) times the 12-month fee amount (unless a different limitation is required by law).

Facility Provider’s Liability: The Facility Provider is responsible for its own use of the Services and for any third-party claims arising out of that use. You agree that you will not hold ZNest responsible for any claims, demands, or damages (including attorneys’ fees) asserted by any candidate, employee, resident, or other third party against you that relate to your operations or decisions, even if such operations or decisions involved use of the Services. For example, if a candidate brings a lawsuit against the Facility Provider for an alleged hiring violation or an employee claims wrongful termination, you understand that ZNest is not liable for such claims just because you used our software in your process.

Release: Except for claims within the scope of ZNest’s indemnification obligations (if any) or claims for breach of these Terms by ZNest, you hereby release ZNest from any and all liability or claims of any nature arising from or related to your use of the Services or interactions with third-party providers via the Services.

The parties acknowledge that the fees reflect the allocation of risk set forth in these Terms and that ZNest would not have entered into this agreement or made the Services available without these limitations of liability. This Section is an essential basis of the bargain between the parties.

9. Indemnification

Facility Provider Indemnity: The Facility Provider agrees to indemnify, defend, and hold harmless ZNest and its officers, directors, employees, and agents from and against any and all third-party claims, demands, suits, or proceedings, and all related liabilities, damages, losses, and expenses (including reasonable attorneys’ fees and costs) arising out of or in connection with: (a) Facility Provider’s breach of any law or regulation in its use of the Services (for example, any employment, labor, or privacy law violations by the Facility Provider not caused by ZNest); (b) Facility Provider’s breach of these Terms, including any violation of the user responsibilities or restrictions (Section 4 and Section 5) by you or your Authorized Users; (c) Customer Data or content input into the Services by you or your users, including any allegation that such data (such as text you direct the Help Desk Agent to send) infringes or misappropriates the intellectual property or privacy rights of a third party; or (d) Facility Provider’s negligence or willful misconduct in connection with use of the Services. For example, if a third-party patient or employee claims that their rights were violated because the Facility Provider used the Services to send them unauthorized text messages, or if a licensing body issues a fine due to false information that was provided by the Facility Provider and processed through the platform, then the Facility Provider would indemnify ZNest against any resulting costs or liabilities.

ZNest Indemnity: ZNest will defend the Facility Provider against any claim by a third party that the ZNest platform (as provided by ZNest) directly infringes a U.S. patent, trademark, or copyright, or unlawfully misappropriates a third party’s trade secret, and ZNest will pay any settlement amount or court-awarded damages finally awarded, provided that the Facility Provider: (i) promptly notifies ZNest in writing of the claim; (ii) gives ZNest sole control of the defense and settlement of the claim (provided that no settlement shall admit fault or impose payment or obligations on the Facility Provider without its consent); and (iii) provides ZNest with all information and assistance reasonably required for the defense. This indemnity will not apply if the claim arises from (x) the Facility Provider’s misuse or modification of the Services, (y) use of the Services in combination with any other product or service not provided by ZNest (to the extent the claim would not have arisen but for such combination), or (z) any Customer Data or third-party content. If the Services become (or in ZNest’s opinion are likely to become) the subject of an infringement claim, ZNest may, at its option and expense, either: (A) obtain for you the right to continue using the Services; (B) modify or replace the Services to avoid the infringement (without materially reducing functionality); or (C) if neither (A) nor (B) is commercially feasible, terminate your subscription for the affected Services and refund any pre-paid fees covering the remaining term after termination. This Section states ZNest’s sole liability and the Facility Provider’s exclusive remedy for any intellectual property infringement or misappropriation claim.

10. Governing Law and Dispute Resolution

Governing Law: These Terms and any disputes arising out of or relating to these Terms or the Services shall be governed by the laws of the State of Delaware, USA, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Negotiation: In the event of any dispute, claim, or controversy between the parties arising out of or relating to the Services or these Terms, the parties agree to first attempt to resolve the matter in good faith through informal negotiation. A party must give written notice to the other party describing the dispute and proposed resolution. Representatives of both parties shall meet (virtually or in person) within 30 days of such notice to discuss the issue and attempt to reach an amicable solution.

Arbitration: If the dispute is not resolved through negotiation within 60 days of the initial dispute notice, either party may elect to have the dispute finally resolved by binding arbitration. If arbitration is elected by a party, the dispute shall be referred to and finally resolved by arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules (or International Centre for Dispute Resolution Rules, if applicable). The arbitration will be heard by a single arbitrator, unless the parties agree to three arbitrators. The seat or legal place of arbitration shall be in Wilmington, Delaware, unless otherwise agreed. The language of arbitration shall be English. Judgment on any arbitral award may be entered in any court having jurisdiction.

Court Jurisdiction: Alternatively, if neither party elects arbitration for a particular dispute (or if a court of competent jurisdiction finds that the arbitration provision is unenforceable or not applicable to the matter), then the parties agree that the dispute shall be resolved in the state or federal courts located in Delaware. Both ZNest and the Facility Provider hereby consent to the exclusive jurisdiction of those courts (and waive any objection to venue or inconvenient forum in those courts) for the adjudication of such disputes. Notwithstanding the foregoing, either party may seek interim or injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information while the dispute resolution process is pending.

Class Action Waiver: To the extent permitted by law, each party waives the right to litigate or arbitrate any dispute as a class action, either as a member of a class or as a representative, or to act as a private attorney general. Disputes must be brought on an individual basis only, and not consolidated with any other proceedings that involve disputes of any other party.

Time Limit: Except where prohibited by law, any claim or cause of action by the Facility Provider arising out of or related to the Services or these Terms must be filed within one (1) year after such claim or cause of action arose, or be forever barred. This does not apply to collection actions by ZNest for unpaid fees or to claims for indemnification.

11. Term, Termination, and Suspension

Term: These Terms are effective as of the Effective Date and will continue in effect for as long as you are subscribed to or using the Services. Each subscription plan has a term (e.g., month-to-month or annual) as specified in your plan or order. Unless you or ZNest give notice of non-renewal as described below, subscriptions will automatically renew for successive terms of equal length at the then-current subscription fee.

Termination by Facility Provider: The Facility Provider may terminate its subscription at the end of the then-current term by providing advance written notice of non-renewal. For month-to-month subscriptions, you may cancel at any time prior to the next month’s renewal (your access will continue until the end of the paid month). For annual or other multi-month subscriptions, you should provide at least 30 days’ notice before the renewal date of your intention not to renew. If you terminate (or elect not to renew) for convenience, you will not be entitled to any refund of fees paid for the then-current term, except at ZNest’s sole discretion or as required by law.

Termination or Suspension by ZNest: ZNest may terminate your subscription or user account, or suspend your access to the Services, in the following circumstances: (a) if you fail to pay any overdue amount within 15 days after written notice from ZNest; (b) if you materially breach any provision of these Terms (or repeatedly breach these Terms) and do not cure the breach within 15 days after written notice from ZNest describing the breach; (c) if you become insolvent, make an assignment for the benefit of creditors, or similar proceedings are instituted by or against you; or (d) if ZNest, in its reasonable judgment, determines that your use of the Services is causing material harm to ZNest or others (for example, your use of the Services is causing a security risk or you are using the platform to engage in unlawful conduct). In the case of suspension for cause, ZNest will lift the suspension once the issue is resolved (e.g., payment received or breach cured) but reserves the right to terminate if the circumstances warrant.

Additionally, ZNest reserves the right to discontinue the Services or any portion or feature of the Services for all customers (not specific to you) at any time. In such an event, ZNest will provide as much notice as reasonably practicable, and if discontinuation occurs during your paid term, ZNest will provide a pro-rated refund of any prepaid fees covering the unused portion of your term for the discontinued Services.

Effect of Termination: Upon termination or expiration of your subscription for any reason: (i) all rights and licenses granted to you under these Terms will immediately cease, and you must stop using the Services; (ii) you will promptly pay any outstanding fees owed for Services provided up to the termination date; and (iii) each party will either return or destroy (at the disclosing party’s request) any of the other party’s confidential information in its possession, except that each party may retain copies for record-keeping or legal compliance purposes, subject to ongoing confidentiality obligations.

ZNest understands the importance of your data. For a period of 30 days after termination, upon your written request, we will grant you limited access to the platform for the sole purpose of retrieving your Customer Data or will provide you with an export of your data. After such 30-day period, we may delete your Customer Data in accordance with our standard procedures, and we are not obligated to retain it (except as required by law, or as may be included in backup archives which are then deleted in the ordinary course).

Survival: Any provisions of these Terms which by their nature should survive termination (including but not limited to: payment obligations, indemnities, confidentiality, disclaimers of warranty, limitations of liability, governing law, and dispute resolution) shall survive expiration or termination of the agreement.

12. Updates to Terms

ZNest may update or modify these Terms from time to time. If we make a material change to the Terms, we will notify the Facility Provider by email (sent to the contact email on your account) or by providing notice through the Services (such as via an account notification or on our website) prior to the change becoming effective. The notice will designate a reasonable advance notice period (typically at least 15-30 days) before the updated Terms take effect, during which you may reject the changes by terminating your subscription or account.

If you do not agree to the revised Terms, you may terminate your use of the Services before the effective date of the new Terms by providing written notice of termination to ZNest (and you will receive a prorated refund of any prepaid fees for the remaining term, if applicable). By continuing to use the Services after the new Terms become effective, you indicate your agreement to the revised Terms. Except for changes by ZNest as described here, no other amendment or modification of these Terms will be effective unless in writing and agreed by both parties.

We encourage you to periodically review the Terms and any policies incorporated by reference to stay informed about the terms governing your use of the Services. The “Effective Date” at the top of this document indicates when the Terms were last revised.

13. Miscellaneous

Entire Agreement: These Terms (including any Order Forms, addenda, or supplemental agreements such as a Business Associate Agreement, if applicable, and any documents expressly incorporated by reference like the Privacy Policy) constitute the entire agreement between ZNest and the Facility Provider regarding the Services and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. The parties agree that any terms or conditions stated in a Facility Provider purchase order or in any other Facility Provider-provided documentation (excluding signed agreements between the parties) are void and of no effect regarding the Services.

Severability: If any provision of these Terms is held to be invalid or unenforceable by a court or other tribunal of competent jurisdiction, that provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by law, and the remaining provisions of the Terms will continue in full force and effect.

Waiver: The failure of either party to enforce any right or provision of these Terms shall not constitute a waiver of future enforcement of that right or provision. A waiver of any term of these Terms will be effective only if in writing and signed by the waiving party.

Assignment: The Facility Provider may not assign or transfer any of its rights or obligations under these Terms, whether by operation of law or otherwise, without ZNest’s prior written consent, and any attempt to do so without consent will be null and void. ZNest may freely assign or transfer these Terms (in whole or in part) to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets related to these Terms. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.

Relationship of Parties: The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party has the authority to make any commitments or agreements on behalf of the other.

No Third-Party Beneficiaries: Except as expressly provided in Section 9 (Indemnification) with respect to ZNest’s officers, directors, employees, and agents, there are no third-party beneficiaries to these Terms. This means that no one other than the parties to these Terms (and permitted successors/assignees) can enforce the obligations or claim any benefit under these Terms.

Notices: All legal notices or communications required under these Terms should be in writing and will be deemed given: (i) when delivered personally; (ii) when sent by email to the designated legal notice email of the other party (with confirmation of receipt, or if no response, followed by a copy via postal mail); or (iii) one business day after being sent by reputable overnight courier with tracking. Notices to ZNest shall be sent to info@znest.com (or such other address as ZNest designates in writing). Notices to Facility Provider shall be sent to the contact information on file for the account owner or administrator. Routine communications (such as those about account management or support issues) may be sent through normal platform channels or email without the formal notice process.

Force Majeure: Neither party will be liable for any delay or failure in performance (excluding payment obligations) due to events outside the reasonable control of the party affected, such as a strike, blockade, war, act of terrorism, riot, natural disaster, pandemic, failure or diminishment of power or telecommunications or data networks or services, or government act or order.

By using or continuing to use the ZNest Services, you, the Facility Provider, acknowledge that you have read and understood these Terms and agree to be bound by them. If you have any questions or concerns about these Terms, please contact ZNest at info@znest.com before agreeing or continuing to use the Services.