Last updated on: August 2025

This Toolkit License Agreement (“Agreement“) is a legal agreement between you (“User” or “You“) and Zumbido Express Inc. (“Zumbido,” “we,” “us,” or “our“) governing your access to and use of the downloadable tools, templates, calculators, whitepapers, and guides (collectively, the “Toolkit“).

BY CLICKING “I AGREE,” DOWNLOADING, ACCESSING, OR USING THE TOOLKIT, YOU: (I) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT; AND (II) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY. IF YOU DO NOT AGREE, YOU MUST NOT USE THE TOOLKIT.

1. License Grant & Offline Use
   Subject to your compliance with this Agreement, Zumbido Express grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to download the Toolkit to your local systems and use it offline for your internal business purposes only. This license is for the sole purpose of allowing you to evaluate your own business operations.
2. No Data Collection
   You acknowledge and agree that:

• The Toolkit is designed for offline use.
• Zumbido Express does not collect, receive, transmit, store, or process any data, information, or content that you input into the Toolkit on your local systems.
• You are solely responsible for the security and integrity of your data and systems used with the Toolkit.

3. Restrictions and Prohibited Uses
   You are expressly prohibited from:
   a) Modifying, copying, distributing, transmitting, displaying, performing, reproducing, publishing, licensing, creating derivative works from, transferring, or selling any part of the Toolkit.
   b) Using the Toolkit for any commercial purpose other than as expressly permitted herein, including providing services to any third party.
   c) Reverse engineering, decompiling, disassembling, or otherwise attempting to discover the source code or underlying ideas or algorithms of the Toolkit.
4. Intellectual Property
   The Toolkit is licensed, not sold. Zumbido Express Inc. and its licensors retain all right, title, and interest in and to the Toolkit, including all copyrights, trademarks, and other intellectual property rights. All rights not expressly granted are reserved.
5. No Professional Advice; Disclaimer of Warranties
   THE TOOLKIT IS PROVIDED FOR INFORMATIONAL AND ILLUSTRATIVE PURPOSES ONLY. IT DOES NOT CONSTITUTE LEGAL, FINANCIAL, TAX, OR ANY OTHER PROFESSIONAL ADVICE.

YOUR USE OF THE TOOLKIT IS AT YOUR SOLE RISK. THE TOOLKIT IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ZUMBIDO EXPRESS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. ZUMBIDO EXPRESS MAKES NO WARRANTY REGARDING THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY CONTENT OR CALCULATIONS PROVIDED BY THE TOOLKIT.

6. Limitation of Liability
   TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW IN ONTARIO, IN NO EVENT WILL ZUMBIDO EXPRESS, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES,INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR USE OF, OR INABILITY TO USE, THE TOOLKIT.

IN NO EVENT WILL ZUMBIDO EXPRESS’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED ONE HUNDRED CANADIAN DOLLARS (CAD $100.00).

7. Indemnification
   You agree to indemnify, defend, and hold harmless Zumbido Express and its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to your use of the Toolkit in violation of this Agreement.
8. Governing Law and Dispute Resolution
   This Agreement and any dispute arising out of it shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to its conflict of law principles.
   You hereby irrevocably attorn to the exclusive jurisdiction and venue of the courts located in Toronto, Ontario, Canada, for any legal actions arising from this Agreement.
9. Termination
   This license is effective until terminated. Your rights under this Agreement will terminate automatically without notice if you fail to comply with any of its terms. Upon termination, you must cease all use of the Toolkit and destroy all copies in your possession or control.
10. General Provisions
    This Agreement constitutes the entire agreement between you and Zumbido Express regarding the Toolkit. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
11. Contact Information
    For any questions about this Agreement, please contact us at:
    Zumbido Limited.
    Attn: Legal Department
    125, Village Green Square, Scarborough, Toronto, Ontario M1S 0G3 Canada
    Email: connect[at]zumbido[dot]ca