TERMS OF SERVICE
This Zihi Services Agreement (“Agreement”) is a legal agreement between Zihi, LLC. (“Zihi”, “us”, “our”, or “we”) and the entity or person (“you”, “your”, or “user”) who registered on the Zihi Account page to receive certain payment, make payment, processing, data, technology and analytics services, and other business services that may be offered by Zihi and its affiliates (each, a “Service”). This Agreement describes the Terms of Service that apply to your use of the Services.
You may not access or use any Services unless you agree to abide by all of the terms and conditions in this Agreement.
You agree to comply with these Terms of Service and any supplemental terms which Zihi makes available to you on the Services which shall form part of the Terms. By accessing, using or uploading or downloading any information or materials to or from the Services, or by indicating your assent to these terms by creating an account, clicking “sign up” or any similar mechanism, you are agreeing to these Terms. If you do not agree to these Terms, do not access or use the Services. This agreement was written in English. To the extent a translated version of the Terms conflict with the English version, the English version controls.
This Website is offered and available to users who are 18 years of age or older. By using this Service, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the Zihi Service.
If you access or use the Services on behalf of a company or other entity, you represent that you have authority to bind such entity and its affiliates to these Terms and that it is fully binding on them. In such case, the term “you” will refer to such entity and its affiliates. If you do not have authority, you may not access or use the Services. These Terms contain disclaimers of warranties and limitations on liability that may be applicable to you.
The Zihi Services cannot be provided and the agreement described in these Terms of Service cannot be performed without Zihi processing data about you, and other Zihi members. Processing of the data you share with Zihi, including professional and medical information, is essential to the Services which we provide and a necessary part of our performance of the agreement we have with you.
Notice Regarding Dispute Resolution: These Terms contain provisions that govern how disputes between you and Zihi are resolved, including an agreement to arbitrate, which will, unless you reside in the European Union, with limited exception, require you to submit claims you have against us to binding and final arbitration and limit you to claims against Zihi on an individual basis, unless you opt-out in accordance with the instructions below.
“Athlete” means any entity or person that registered and utilizing the Zihi Service as Athlete’ type of account.
“Coach” means any entity or person that registered and utilizing the Zihi Service as Coach’ type of account.
“User” or “Member” means any authorized User utilizing the Service to seek and/or obtain Zihi Services from another User.
“Account” means any type of account (Athlete, Coach, Specialist, Organizer) registered and utilizing the Zihi Service.
“Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.
“Site” or “Website” means, collectively, our website located at www.Zihi.com, all affiliated websites, owned and operated by us, our predecessors or successors in interest, or our Affiliates (defined in this Agreement).
“You” means any person who accesses Zihi Service, including a Site Visitor or User and including any entity or agency on whose behalf any such person accesses or uses Zihi. “Data” mean means all Personal Data, User Data, Payment Data, and Zihi Data.
Registration and Accounts
Before using the Services, you must register with Zihi and create an account (a “Account”). There are four types of account: Athlete type “athlete”, Coach type “coach”, Specialist type “Specialist” and Conferences Organizer “Organizer”.
The Services are intended solely for persons who are 18 years old or such higher age required in your country to use the Services. In order to access certain functionality of the Services, such as that relating to health data, you must be at least 18 years old.
To use the Services, you must register. You agree to: (a) provide true, accurate, current and complete information about yourself (“Member Data”) and (b) maintain and promptly update the Member Data. You agree that Zihi may use your Member Data to provide Services that you access or use and as otherwise set forth in these Terms. If you provide any Member Data that is inaccurate or not current, or Zihi has reasonable grounds to suspect that such Member Data is inaccurate or not current, Zihi has the right to suspend or terminate your account and refuse current or future use of the Services. In consideration of your use of the Services, you represent that you are not a person barred from receiving services under the laws of any applicable jurisdiction.
You are solely responsible for maintaining the confidentiality of the password associated with your account and for restricting access to your password, your computer and mobile device while logged into the Services. You accept responsibility for all activities that occur under your account or from your computer and mobile devices. We endeavor to use reasonable security measures to protect against unauthorized access to your account. We cannot, however, guarantee absolute security of your account, your Content (as defined below) or the personal information you provide, and we cannot promise that our security measures will prevent third-party “hackers” from illegally accessing the Services or its contents. You agree to immediately notify Zihi of any unauthorized use of your account or password, or any other breach of security, and confirm that you understand all risks of unauthorized access to Member Data and any other information or content you provide to Zihi.
Payments and Fees
To pay any fee, you must designate and provide information about your preferred payment method (e.g., credit card, online payment service or any other payment method made available by Zihi) (the “Payment Method”). Payment processing services for users (Specialist, Coach or Athlete account) on Zihi are provided by Stripe and are subject to the Stripe Connected Account Agreement, which includes the Stripe Terms of Service (collectively, the “Stripe Services Agreement”). By agreeing to Terms or continuing to operate as a user (Specialist, Coach or Athlete account) on Zihi, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of Zihi enabling payment processing services through Stripe, you agree to provide Zihi accurate and complete information about you and your business, and you authorize Zihi to share it and transaction information related to your use of the payment processing services provided by Stripe. If you provide your payment information, you authorize us and certain third party service providers, payment card networks and payment processors to receive, store and encrypt your payment information. No refunds or credits will be provided by Zihi, other than as set forth in these Terms. If your payment provider determines that there are fraudulent charges on your account resulting from use of your Payment Method at the Services, please contact us immediately via firstname.lastname@example.org.
The use of various Payment Methods offered through the Services may incur added fees or charges. All Payment Methods will be posted on the Zihi along with any associated fees or charges, which we may update from time to time at our sole discretion. You hereby authorize Zihi to charge to you and to collect from you, (consistent with this Agreement, or elsewhere in the Terms of Service), any fees, charges, or taxes described below.
This Fee provides information on the fees Zihi charge for use of the Service communication, invoicing, dispute resolution and payment services, and includes eligible Users’ authorization for debits and credits from and to their designated bank accounts via the automated clearing house network (“ACH”). This Agreement is part of the Terms of Service. By continuing to use the Services, you accept and agree to this Agreement. To the extent permitted by applicable law and except as otherwise provided in the Terms of Service, we may modify this Agreement without prior notice to you, and any revisions to this Agreement will take effect when posted on Zihi unless otherwise stated. However, we will provide advance notice of any increase in prices or fees. Please check the Zihi site often for updates.
Athletes’ and Coaches’ Payment Processing Fee
Pursuant to the Agreement and Terms of Services, Zihi charges users (Athlete, Coach) a Service Fee for each payment Athlete or Coach makes to the Specialist through the Payment Method. Regardless of the type of Payment Method used, we charge Coach or Athlete a payment processing and administration fee of 4.45% and $0.30 on each payment made to the Specialist account through Service (the “Payment Processing Fee”), except as otherwise provided in this Agreement.
Specialists’ Payment Processing Fee and Charges
Pursuant to the Agreement and Terms of Services, Zihi charges users (Specialists) a charge 3$ (or local equivalent) for active an account per month. An account is considered active if it receives a payment from Athlete or Coach in a month.
If you reside outside the United States, you may be entitled to change your mind and receive a full refund within fourteen (14) days (the “Cooling-off Period”), provided that you have not logged in or otherwise redeemed or started to use the Services during the Cooling-off Period.
Member Content and Conduct
You own the information, data, text, sound, photographs, graphics, video, messages, posts, tags, or other materials you make available in connection with the Services (“Content”). You grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any Content that you post on or in connection with the Services. This license ends when you delete your Content or your account unless your Content has been shared with others, and they have not deleted it.
You understand that you, and not Zihi, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available via the Services. Zihi does not proactively and routinely screen or monitor the Content posted to the Services by others and, as such, does not guarantee the accuracy, integrity or quality of such Content. Zihi may, in its sole discretion, screen, monitor, refuse or remove any Content, or remove any Content that violates the Terms or is otherwise objectionable. You understand that by using the Services, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will Zihi be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content made available on the Services. You agree to bear all risks associated with the use of any Content available in connection with the Services, including any reliance on the accuracy, completeness, or usefulness of such Content.
We expect you to honor the Zihi Community Standards. The Services are for your personal and noncommercial use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell for any commercial purposes any portion of the Services, use of the Services or access to Content. You may not use the Services, or assist or encourage any other party, to engage in any of the following Prohibited Activities:
• Copying, framing or mirroring any part of the Services;
• Accessing the Services to monitor its availability, performance or functionality;
• Permitting any third party to access the Services;
• Using, copying, modifying, creating a derivative work of, reverse engineering, decompiling or otherwise attempting to extract the source code of the software underlying the Services or any part thereof, unless expressly permitted or required by law, and in any case, without providing prior written notice to Zihi;
• Publishing, transmitting, distributing or storing content, material, information or data that: (1) is illegal, obscene, defamatory, threatening, harassing, abusive, or hateful or that advocates violence; (2) is harmful to or interferes with the Services or any third party’s networks, equipment, applications, services or websites (e.g., viruses, worms, Trojan horses, etc.); (3) infringes, dilutes, misappropriates or otherwise violates any privacy, intellectual property, publicity or other personal rights including, without limitation, copyrights, patents, trademarks, trade secrets or other proprietary information (including unauthorized use of domain names); or (4) is fraudulent or contains false, deceptive or misleading statements, claims or representations (such as “phishing”);
• Attempting to disrupt, degrade, impair or violate the integrity or security of the Services or the computers, services, Accounts or networks of any other party (including, without limitation, “hacking,” “denial of service” attacks, etc.), including any activity that typically precedes attempts to breach security such as scanning, probing or other testing or vulnerability assessment activity, or engaging in or permitting any network or hosting activity that results in the blacklisting or other blockage of Zihi internet protocol space;
• Avoiding payment of charges or fees payable by you with respect to the Services;
• Committing any act that may be harmful to minors;
• Distributing, or disclosing any part of the Services in any medium, including without limitation by any automated or non-automated “scraping”;
• Using any automated system, including, without limitation, “robots,” “spiders,” “offline readers,” etc., to access the Services in a manner that sends more request messages to Zihi than a human can reasonably produce in the same period of time by using a conventional web browser;
• Taking any action that imposes, or may impose, at our sole discretion, an unreasonable or disproportionately large load on our infrastructure;
• Collecting or harvesting any information relating to an identified or identifiable individual, including account names and information about users of the Services, from the Services;
• Using the Services for any commercial solicitation purposes;
• Accessing any content on the Services through any technology or means other than those provided or authorized by the Services;
• Submitting to the Services any personally identifiable information, except as necessary for the establishment and operation of your account;
• Submitting to the Services any information that may be protected from disclosure by applicable law;
• Bypassing the measures, we may use to prevent or restrict access to the Services, including, without limitation, features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein;
• Violating any applicable law, statute, ordinance or regulation, or encouraging any conduct that could constitute a criminal offense or give rise to civil liability;
• Removing any copyright, trademark or other proprietary rights notices contained in or on the Services;
• Executing any form of network monitoring or running a network analyzer or packet sniffer or other technology to intercept, decode, mine or display any packets used to communicate between the Service’s servers or any data not intended for you.
You are granted a limited, non-exclusive right to create a text hyperlink to the Services for non-commercial use only, provided such link does not portray Zihi or any of its products or services in a false, misleading, derogatory or otherwise defamatory manner, and provided further that the linking site does not contain any pornographic, illegal, offensive, harassing or otherwise objectionable material. You are further granted a right to implement any RSS feeds located on the Services for your personal, non-commercial use, solely as described on the Services. We reserve the right to revoke these licenses generally, or your right to use specific links or RSS feeds, at any time, with or without cause.
You understand that you are responsible for any charges associated with sending communications via your device. You hereby acknowledge that you have the right to communicate with your contacts via the Services.
You represent and warrant that: (i) you are authorized to create your account, whether individually or on behalf of an organization; (ii) you own the Content posted by you on or through the Services or otherwise have the right to grant the rights and licenses set forth in these Terms; (iii) the posting and use of your Content on or through the Services does not and will not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy and data protection rights, publicity rights, copyrights, trademark and/or other intellectual property rights; and (iv) you agree to pay for all royalties, fees, and any other monies owed by reason of Content you post on or through the Services.
Interactions with Members
The Services function as a venue to connect members in a virtual information place. As a neutral facilitator, Zihi is not directly involved in the actual interactions between members of the Services. As a result, Zihi has no control over the truth, accuracy, quality, legality, or safety of postings made by members of the Services. Zihi shall have no responsibility to confirm the identity of members. Zihi shall also have no responsibility to confirm or verify the qualifications, background, or abilities of members of the Services. You shall at all time exercise common sense and good judgment when dealing with any member of the Services.
Third party products and services made available on the Services are made and offered directly by the applicable third party. When you pursue or purchase any such product or service, you acknowledge that you are contracting directly with such third party and not with Zihi. Your interaction with, or participation in promotions of, third parties found on or through the Services, including payment and any other terms, are solely between you and such third party. You are not obligated to use or transact business with any third party that appears on the Services. You agree that Zihi shall not be liable for any loss or damages of any kind incurred by you as the result of any of your dealings with third party service providers or advertisers available through the services.
Zihi or third parties may provide links to other internet sites or resources through the Services. Zihi does not endorse and is not responsible or liable for any content, information, advertising, products or other materials on or available from such sites or resources. You acknowledge and agree that Zihi is not responsible for the availability of such external sites or resources.
The Services may provide you with the ability to send or post messages to third party service providers, advertisers, your personal contacts, other members and/or Zihi. You agree to use communication methods available on the Services only to send communications and materials related to the subject matter for which Zihi provided the communication method, and you further agree that all such communications by you shall be deemed your Content and shall be subject to and governed by the Terms and applicable law (including laws regulating direct marketing communications with which you will need to comply with, as applicable). By using communications methods available on the Services, you agree that (a) all communications methods constitute public, and not private, means of communication between you and the other party or parties, (b) communications sent to or received from third party service providers, advertisers or other third parties are not be endorsed, sponsored or approved by Zihi (unless expressly stated otherwise by Zihi) and (c) communications are not routinely pre-reviewed, post-reviewed, screened, archived or otherwise monitored by Zihi in any manner, though Zihi reserves the right to do so at any time at its sole discretion. You agree that all notices, disclosures and other communications that we provide to you electronically shall satisfy any legal requirement that such communications be in writing.
You acknowledge and agree that the Services, any necessary software used in connection with the Services (if any), any aggregated data based on Content on the Services, and any Content available or made available on the Services contain proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly permitted by applicable law or authorized by Zihi or applicable third party service providers or advertisers, you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Services, the software or Content available on the Services (other than Content that you may submit), in whole or in part.
Zihi grants you a personal, revocable, non-transferable, non-sub-licensable and non-exclusive right and license to access and use the Services; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work from, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the Services, except where permitted by law. You agree not to access the Services by any means other than through the interfaces that are provided by Zihi.
The term Zihi, the Zihi logo and other Zihi logos and product and service names are the exclusive trademarks of, and are owned by, Zihi LLC., and you may not use or display such trademarks in any manner without Zihi’s prior written permission. Any third party trademarks or service marks displayed on the Services are the property of their respective owners.
Zihi reserves all rights not expressly granted hereunder.
We welcome your comments, feedback, suggestions, and other communications regarding the Services and the information and services we make available through the Services (collectively, “Feedback”). If you provide Feedback, you hereby grant to Zihi a worldwide, non-exclusive, transferable, assignable, sub-licensable, perpetual, irrevocable, royalty-free license to copy, distribute, create derivative works of, publicly display and perform and otherwise exploit such Feedback and to use, make, have made, sell, offer for sale, import and export products and services based on such Feedback. For this reason, we ask that you not send Zihi any Feedback that you do not wish to license to us as set forth above.
Disclaimer of Warranties and Liability
YOUR USE OF THE SERVICE IS ALSO SUBJECT TO THE Zihi DISCLAIMER. PLEASE REVIEW OUR DISCLAIMER, WHICH ALSO GOVERNS THE Zihi AND INFORMS USERS OF VARIOUS LIMITATIONS REGARDING THE INFORMATION PROVIDED ON THE SERVICE. YOUR AGREEMENT TO THE DISCLAIMER IS HEREBY INCORPORATED INTO THESE TERMS OF SERVICE.
THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND CONTENT AVAILABLE THROUGH THE SERVICES ARE PROVIDED TO YOU “AS IS” AND WITHOUT WARRANTY. Zihi AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS HEREBY DISCLAIM ALL WARRANTIES WITH REGARD TO SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND CONTENT, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, TITLE AND NONINFRINGEMENT. Zihi AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS MAKE NO WARRANTY THAT: (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) YOUR CONTENT WILL BE AVAILABLE OR THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS; AND (E) ANY ERRORS IN THE SERVICES WILL BE CORRECTED; (F) YOU WILL FIND AND BE ABLE TO CONTACT OR TO COLLABORATE WITH THE SPECIALISTS, ATHLETES OR COACHES YOU ARE LOOKING FOR; (G) YOU WILL BE SATISFIED BY INTERACTION WITH SPECIALISTS, ATHLETES OR COACHES; (G) YOU WILL GET QUALIFIED CONSULTATION OR SERVICE FROM SPECIALISTS, COACHES OR ATHLETES WHICH YOU WILL FIND THROUGH THE Zihi.
YOU EXPRESSLY AGREE THAT Zihi IS NOT PROVIDING MEDICAL ADVICE VIA THE SERVICES. THE CONTENT PROVIDED THROUGH THE SERVICES, INCLUDING ALL TEXT, PHOTOGRAPHS, IMAGES, ILLUSTRATIONS, GRAPHICS, AUDIO, VIDEO AND AUDIO-VIDEO CLIPS, AND OTHER MATERIALS, WHETHER PROVIDED BY US OR BY OTHER ACCOUNT HOLDERS OR THIRD PARTIES IS NOT INTENDED TO BE AND SHOULD NOT BE USED IN PLACE OF (A) THE ADVICE OF YOUR PHYSICIAN OR OTHER MEDICAL PROFESSIONALS, (B) A VISIT, CALL OR CONSULTATION WITH YOUR PHYSICIAN OR OTHER MEDICAL PROFESSIONALS, OR (C) INFORMATION CONTAINED ON OR IN ANY PRODUCT PACKAGING OR LABEL. SHOULD YOU HAVE ANY HEALTH-RELATED QUESTIONS, PLEASE CALL OR SEE YOUR PHYSICIAN OR OTHER HEALTHCARE PROVIDER PROMPTLY. SHOULD YOU HAVE AN EMERGENCY, CALL YOUR PHYSICIAN OR 911 IMMEDIATELY. YOU SHOULD NEVER DISREGARD MEDICAL ADVICE OR DELAY IN SEEKING MEDICAL ADVICE BECAUSE OF ANY CONTENT PRESENTED ON THE SERVICES, AND YOU SHOULD NOT USE THE SERVICES OR ANY CONTENT ON THE SERVICES FOR DIAGNOSING OR TREATING A HEALTH PROBLEM. THE TRANSMISSION AND RECEIPT OF OUR CONTENT, IN WHOLE OR IN PART, OR COMMUNICATION VIA THE INTERNET, E-MAIL OR OTHER MEANS DOES NOT CONSTITUTE OR CREATE A DOCTOR-PATIENT, THERAPIST-PATIENT OR OTHER HEALTHCARE PROFESSIONAL RELATIONSHIP BETWEEN YOU AND Zihi.
YOU EXPRESSLY AGREE TO RELEASE Zihi, ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, REPRESENTATIVES, EMPLOYEES, PARTNERS AND LICENSORS (THE “RELEASED PARTIES”) FROM ANY AND ALL LIABILITY IN CONNECTION WITH YOUR ATHLETIC ACTIVITIES AND/OR USE OF THE Zihi WEBSITES, MOBILE APPLICATIONS, CONTENT, SERVICES OR PRODUCTS, AND PROMISE NOT TO SUE THE RELEASED PARTIES FOR ANY CLAIMS, ACTIONS, INJURIES, DAMAGES, OR LOSSES ASSOCIATED WITH SUCH USE. YOU ALSO AGREE THAT IN NO EVENT SHALL THE RELEASED PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH (A) YOUR USE OR MISUSE OF THE SERVICES, (B) YOUR DEALINGS WITH THIRD-PARTY SERVICE PROVIDERS OR ADVERTISERS AVAILABLE THROUGH THE SERVICES, (C) ANY DELAY OR INABILITY TO USE THE SERVICES EXPERIENCED BY YOU, OR (D) ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES OR CONTENT OBTAINED THROUGH THE SERVICES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF Zihi HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
YOU EXPRESSLY AGREE AND AWARE THAT YOUR ACTIVITY IN Zihi COULD BE USED IN ANTI-DOPING INVESTIGATIONS.
BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW SOME OR ALL OF THE EXCLUSIONS OR LIMITATIONS OF LIABILITY ABOVE, SUCH AS EXCLUSIONS FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN ENTERING INTO THIS RELEASE, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND, AND HEREBY EXPRESSLY WAIVE THE BENEFITS OF, SECTION 1542 OF THE CIVIL CODE OF CALIFORNIA, (AND ANY SIMILAR LAW OF ANY STATE, COUNTRY OR TERRITORY), WHICH PROVIDES AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
Zihi DOES NOT ENDORSE YOUR CONTENT OR ANY OTHER MEMBER’S CONTENT AND SPECIFICALLY DISCLAIMS ANY RESPONSIBILITY OR LIABILITY TO ANY PERSON OR ENTITY FOR ANY LOSS, DAMAGE (WHETHER ACTUAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR OTHERWISE), INJURY, CLAIM, LIABILITY OR OTHER CAUSE OF ANY KIND OR CHARACTER BASED UPON OR RESULTING FROM ANY CONTENT ON THE SERVICES.
IF YOU ARE A CONSUMER RESIDING IN THE EUROPEAN UNION, YOU HAVE LEGAL REMEDIES IF WE CAUSE YOU LOSS BY OUR BREACH OR NON-PERFORMANCE OF OUR LEGAL OBLIGATIONS, OR BY OUR NEGLIGENCE, AND THESE TERMS DO NOT AFFECT THOSE STATUTORY REMEDIES.
NOTHING IN THIS AGREEMENT OPERATES TO EXCLUDE, RESTRICT OR MODIFY THE APPLICATION OF ANY IMPLIED CONDITION, WARRANTY OR GUARANTEE, OR THE EXERCISE OF ANY RIGHT OR REMEDY, OR THE IMPOSITION OF ANY LIABILITY UNDER LAW WHERE TO DO SO WOULD: (A) CONTRAVENE THAT LAW; OR (B) CAUSE ANY TERM OF THIS AGREEMENT TO BE VOID.
Limitation of Liability
Under no circumstances will any Zihi Entity be responsible or liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages resulting from your use or inability to use the Services or for the unavailability of the Services, for lost profits, personal injury, or property damage, or for any other damages arising out of, in connection with, or relating to this Agreement or your use of the Services, even if such damages are foreseeable, and whether or not you or the Zihi Entities have been advised of the possibility of such damages. The Zihi Entities are not liable, and deny responsibility for, any damages, harm, or losses to you arising from or relating to hacking, tampering, or other unauthorized access or use of the Services, your Zihi Account, or Data, or your failure to use or implement anti-fraud measures, Security Controls, or any other data security measure. The Zihi Entities further deny responsibility for all liability and damages to you or others caused by (a) your access or use of the Services inconsistent with the Documentation; (b) any unauthorized access of servers, infrastructure, or Data used in connection with the Services; (c) interruptions to or cessation of the Services; (d) any bugs, viruses, or other harmful code that may be transmitted to or through the Services; (e) any errors, inaccuracies, omissions, or losses in or to any Data provided to us; (f) third-party content provided by you; or (g) the defamatory, offensive, or illegal conduct of others.
You agree to limit any additional liability not disclaimed or denied by the Zihi Entities under this Agreement to your direct and documented damages; and you further agree that under no circumstances will any such liability exceed in the aggregate the amount of Fees paid by you to Zihi during the three-month period immediately preceding the event that gave rise to your claim for damages.
These limitations on our liability to you will apply regardless of the legal theory on which your claim is based, including contract, tort (including negligence), strict liability, or any other theory or basis.
We provide the Services from facilities in the United States. We do not claim, and we cannot guarantee that Services we provide from the United States are or will be appropriate or available for any other location or jurisdiction, comply with the Laws of any other location or jurisdiction, or comply with Laws governing export, import, or foreign use.
The parties shall use their best efforts to settle any dispute, claim, question, or disagreement directly through good-faith negotiations, which shall be a precondition to either party initiating a lawsuit or arbitration. Except for disputes relating to the Zihi’s intellectual property (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents) or if you opt out of this agreement to arbitrate, all claims arising out of or relating to this Agreement and your use of the Services shall be finally settled by binding arbitration administered by JAMS in accordance with its provisions and procedures for consumer-related disputes, excluding any rules or procedures governing or permitting class actions. The arbitrator, and not any court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to this Agreement, including, but not limited to, any claim that all or any part of this Agreement is void or voidable. The arbitrator shall be empowered to grant whatever relief would be available in a court; provided, however, that the arbitrator will not have authority to award damages, remedies, or awards that conflict with this Agreement. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. To the extent the filing fee for the arbitration exceeds the cost of filing a lawsuit, Zihi will pay the additional cost. You and Zihi hereby expressly waive trial by jury. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if Zihi is a party to the proceeding. This dispute resolution provision will be governed by the Federal Arbitration Act. This provision does not apply to users who live in the European Union.
The parties understand that, absent this mandatory provision, they would have the right to sue in court and have a jury trial. They further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and that the right to discovery may be more limited in arbitration than in court.
The parties further agree that any arbitration shall be conducted in their individual capacities only, and not as a class action or other representative action. If any court or arbitrator determines that the class-action wadiver set forth in this section is void or unenforceable for any reason, or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
Exception—Litigation of Small-Claims-Court Claims
Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.
Thirty-Day Right to Opt Out
You have the right to opt out and not be bound by the arbitration- and class-action-waiver provisions set forth in this section by sending written notice of your decision to opt out to Zihi LLC. The notice must be sent within 30 days of registering to use the Services; otherwise, you shall be bound to arbitrate disputes in accordance with these Terms. If you opt out of these arbitration provisions, Zihi also will not be bound by them. In addition, if you elect to opt out of these arbitration provisions, Zihi may terminate your use of the Services.
United States Operation
This Services are controlled by Zihi from its offices within the United States of America. Zihi makes no representation that the Content or the Services are appropriate or available for use in other locations. Access to or use of the Content or the Services from territories where such access or use is illegal is prohibited. Those who choose to access the Services from locations outside of the United States do so on their own initiative and are responsible for compliance with applicable local laws. You may not use or export the Content in violation of U.S. export laws and regulations.
You agree that Zihi may, under certain serious circumstances and without prior notice, immediately terminate your account and/or access to the Services. Cause for such termination shall include, but not be limited to, (a) breaches or violations of the Terms or other incorporated agreements, policies or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the Services (or any portion thereof), (e) unexpected technical or security issues or problems, (f) extended periods of inactivity, and/or (g) nonpayment of any fees owed by you in connection with the Services. Termination of your account may include (x) removal of access to all offerings within the Services, (y) deletion of your information, files and Content associated with your account, and (z) barring of further use of the Services. Further, you agree that all terminations for cause shall be made in Zihi’s sole discretion and that Zihi shall not be liable to you or any third party for any termination of your account or access to the Services. The following Sections shall survive termination of your account and/or the Terms: Member Content Submitted to the Services, Proprietary Rights, Your Feedback, Disclaimer of Warranties and Liability, Indemnity, Applicable Laws and General.
You agree that no joint venture, partnership, joint controllership, employment or agency relationship exists between you and Zihi as a result of the Terms or your use of the Services. The Terms constitute the entire agreement between you and Zihi with respect to your use of the Services. The failure of Zihi to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms remain in full force and effect. You may not assign, delegate or otherwise transfer your account or your obligations under these Terms without the prior written consent of Zihi. Zihi has the right, in its sole discretion, to transfer or assign all or any part of its rights under these Terms and will have the right to delegate or use third party contractors to fulfill its duties and obligations under these Terms and in connection with the Services. Zihi’s notice to you via email, regular mail or notices, posts, or links on the Services shall constitute acceptable notice to you under the Terms. A printed version of the Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. Section titles and headings in the Terms are for convenience only and have no legal or contractual effect. Any rights not expressly granted herein are reserved.
Modification of the Terms and Services
Certain provisions of the Terms may be supplemented or superseded by expressly designated legal notices or terms located on particular pages on the Services. Zihi reserves the right to update the Terms at any time and for any reason in its sole discretion. Zihi will notify you of any material changes to the Terms or to any service or other features of the Services. By continuing to access or use the Services after we have provided you with notice of a modification, you are agreeing to be bound by the modified Terms. If the modified Terms are not acceptable to you, your only recourse is to cease using the Services.
Zihi and its third party service providers may make improvements and/or changes in the Services, products, services, mobile applications, features, programs, and prices described at any time and for any reason in its sole discretion. The mobile application may download and install upgrades, updates and additional features in order to improve, enhance, and further develop the Services. Zihi reserves the right at any time to modify or discontinue, temporarily or permanently, the Services or any portion thereof with or without notice. You agree that Zihi shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.
Support and Question
We will respond to any questions regarding the Services and these Terms via email@example.com. We generally respond support requests within 10-14 days after the request is placed.
Updated May 25, 2018